1. DEFINITIONS.

"Affiliate" means, with respect to a party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with such party.

"Confidential Information" has the meaning set forth in Section 11.

"Control" means ownership or control, directly or indirectly, of more than 50% of the voting interests of the subject entity.

“Customer” means the entity whose name is set forth on the applicable Order Form and its Affiliates.

"Customer Data" means all data stored by Customer in the Hosted Service.

“Customer Equipment” means Customer’s computer hardware, software and network infrastructure used to access the Hosted Service. “Documentation” means the description of the Hosted Service contained in the then current Hosted Service datasheet posted on ServiceMax’s website at http:// www.ServiceMaxcom.

"Effective Date" means the last date upon which one party executes this Agreement.

"Extension Term" means each renewal subscription period for which the subscription term applicable to a Hosted Service Order Form is extended pursuant to Section 13.

"Force Majeure Event" means a natural disaster, actions or decrees of governmental bodies or communications line failure which (i) hinders, delays or prevents a party in performing any of its obligations, and (ii) is beyond the control of, and without the fault or negligence of, such party, and (iii) by the exercise of reasonable diligence such party is unable to prevent or provide against.

“Hosted Service” means the hosted, on demand Web-based field service management service provided by ServiceMax that is hosted on the infrastructure of Salesforce.com (“Salesforce”) via http://www.salesforce.com/AppExchange, and/or other designated websites, including updates thereto.

"Initial Term" means the first subscription term period for the Hosted Service defined on an Order Form, or if no such term period is defined, twelve (12) months, commencing on the date Customer executes such Order Form.

“Order Form” means an ordering document for the Hosted Service signed by ServiceMax and Customer. “Services” means the installation, implementation, training or other professional services provided hereunder by ServiceMax to Customer.

"Subscription Fees" mean the fees paid by Customer for the right to access and use the Hosted Service and receive standard support during the Term. "System Availability" means the percentage of the time that the Hosted Service is available to Customer as measured against the time that the Salesforce application is available.

"Taxes" means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes. “Term” means the Initial Term and any Extension Term applicable to each Order Form.

"Users" means Customer's employees, agents, contractors or consultants who are authorized by Customer to use the Hosted Service and who have been supplied user identifications and passwords by Customer or by ServiceMax at Customer's request.

"Work Product" means all work developed or created by ServiceMax during the course of providing support or Services to Customer. Work Product does not include any Customer Data or Customer Confidential Information.

2. TERMS OF HOSTED SERVICE.

ServiceMax shall make the Hosted Service available to Customer in accordance with this Agreement, and each Order Form mutually entered into and the then current Documentation. As long as this Agreement is in effect the functionality of the Hosted Service will not be materially less than that defined in the Documentation in effect as of the Effective Date. Subject to the terms of this Agreement, ServiceMax grants Customer a limited term, non-sublicensable, non-transferable, and non-exclusive license to access and use the Hosted Service for Customer’s internal business purposes. The license granted hereunder is limited to the maximum number of Users specified in each Order Form and is subject to any additional terms and conditions specified on an Order Form. User subscription licenses are for named Users and cannot be shared or used by more than one individual User but may be reassigned to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Hosted Service. Any third party component embedded, included or provided by ServiceMax for use with the Hosted Service may only be used in conjunction with the Hosted Service, and such use is subject to this Agreement and the Documentation.

3. CUSTOMER RESPONSIBILITIES RELATING TO USE OF THE HOSTED SERVICE.

3.1 Customer is responsible for (I) all activities conducted under its User logins; and (ii) obtaining and maintaining any Customer Equipment and any ancillary services needed to connect to, access or otherwise use the Hosted Service.

3.2 Customer agrees to use the Hosted Service in compliance with applicable law, and not: (a) resell, sublicense, lease, time- share or otherwise make the Hosted Service available to any third party other than as contemplated by this Agreement; (b) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (c) use the Hosted Service to send or store infringing or unlawful material or material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (d) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Hosted Service or the data contained therein.

3.3 Customer agrees to not (a) modify, copy or create derivative works based on the Hosted Service; (b) reverse engineer the Hosted Service; (c) access the Hosted Service for the purpose of building a competitive product or service or copying its features or user interface; (d) create Internet "links" to or from the Hosted Service, or "frame" or "mirror" any content forming part of the Hosted Service, other than on Customer's own intranets or otherwise for its own internal business purposes; (e) use the Hosted Service, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without ServiceMax's prior written consent; or (d) permit access to the Hosted Service by a direct competitor of ServiceMax.

3.4 IF CUSTOMER FAILS TO COMPLY WITH THE OBLIGATIONS SET FORTH IN THIS SECTION 3 SERVICEMAX HOSTED SERVICE TERMS AND CONDITIONS SHALL INFORM CUSTOMER THEREOF AND RESERVES THE RIGHT TO SUSPEND THE HOSTED SERVICE UNTIL SUCH FAILURE IS REMEDIED.

4. CONSULTING SERVICES.

Consulting services will be provided on the terms set forth in a mutually executed Order Form or statement of work at the fees specified therein.

5. OWNERSHIP.

5.1 As between the parties, ServiceMax shall retain all ownership rights in the Hosted Service, the technology, software, hardware, products, processes, algorithms, user interfaces and know-how related to the Hosted Service and Work Product. Customer shall retain all ownership rights in the Customer Data and all data, text, files, data, output, programs, files, information, or other information material that Customer provides, develops, generates, creates, makes available or uses in conjunction with the Hosted Service. Customer may export its Customer Data from the Hosted Service at any time during its subscription term. ServiceMax hereby grants Customer a royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, worldwide, transferable (only to a successor in interest by way of merger, reorganization or sale of all or substantially all assets or equity), license to use, copy, modify or distribute the Work Product solely for its internal business purposes. No license, right or interest in any ServiceMax or Customer trademark, copyright, trade name or service mark is granted hereunder.

5.2 ServiceMax shall have a royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, worldwide, transferable license to use, copy, modify, or distribute, including by incorporating into the Hosted Service, any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Hosted Service.

6. FEES.

6.1 Unless otherwise specified on an Order Form, the Hosted Service Fees stated in each Order Form shall be effective during the Initial Term specified in that Order Form. The first year’s Subscription Fees and the installation and configuration fees specified in each Order Form are due and payable upon Customer’s execution of such Order Form. Subsequent Subscription Fees shall be billed on an annual basis payable in advance. If additional User subscriptions are added under an existing Order Form the term of the additional User subscriptions shall be coterminous with the expiration of the Term applicable to such Order Form and the pricing for the additional User subscriptions shall be the same as that defined in such Order Form, prorated for the remainder of the Term. ServiceMax may modify the Subscription Fees applicable to an Order Form for any Extension Term upon sixty (60) days prior written notice, provided, that any increase in Subscription Fees noticed during an Extension Term shall not take effect until the beginning of the next Extension Term.

6.2 Upon execution of the applicable ordering document, payment obligations are non-cancelable and, except as expressly provided in this Agreement, upon payment, all payments made by Customer are non-refundable. All undisputed fees due hereunder shall be due and payable within thirty (30) days of receipt of invoice. Any payment not received from Customer by the due date may result in suspension of Customer's ability to access the Hosted Service until payment is made

6.3 Unless otherwise provided, ServiceMax’s fees do not include any Taxes, and Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding Taxes based on ServiceMax’s net income or property. If ServiceMax has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority. ServiceMax Hosted Service Terms and Conditions

6.4 Customer shall reimburse ServiceMax for all reasonable, pre- approved and appropriately documented travel and related expenses incurred by ServiceMax in performing Services at Customer’s location. Customer shall be responsible for its own travel and out-of pocket expenses associated with attending any training services at a ServiceMax facility.

6.5 Customer is responsible for monitoring Customer’s use of the Hosted Service. If Customer's use of the Hosted Service is found to be greater than that contracted for Customer will be invoiced for the additional User license Subscription Fees for the period commencing on the date of use of such additional User licenses through the remainder of the then current subscription term, and the unpaid Subscription Fees shall be payable in accordance with this Agreement During the term of this Agreement ServiceMax may inspect Customer’s premises, books and records upon ServiceMax’s reasonable request, for the purposes of determining whether Customer has complied with the terms of this Agreement. ServiceMax will pay the expenses of the audit, unless such audit reveals an underpayment of five percent (5%) or more, in which case Customer will promptly pay ServiceMax the reasonable fees and expenses incurred by ServiceMax for such audit.

7. SUPPORT.

ServiceMax shall provide standard support provided Customer is current in payment of Subscription Fees and any support fees due for premium levels of support. Support shall be provided in accordance with the terms and conditions described in ServiceMax’s then current technical support policy. As long as this Agreement is in effect the level of support shall not be materially less than that defined in ServiceMax’s technical support policy in effect as of the Effective Date.

8. WARRANTIES.

8.1 Each party represents and warrants that (i) it has the legal power to enter into and perform under this Agreement; and (ii) it shall comply with all other applicable laws in its performance hereunder.

8.2 ServiceMax warrants (i) it will provide the Services in a professional and workmanlike manner consistent with good industry standards and practices; and (ii) that for a period of three (3) months after completion the Services will conform to the applicable statement of work. As Customer’s sole and exclusive remedy and ServiceMax’s entire liability for any breach of the foregoing warranty, ServiceMax will re-perform the Services, or, if ServiceMax is unable to do so, return the fees paid to ServiceMax for such deficient Services.

8.3 ServiceMax warrants that the Hosted Service will perform in all material respects in accordance with the Documentation. As Customer’s sole and exclusive remedy and ServiceMax’s entire liability for any breach of the foregoing warranty, ServiceMax will fix, provide a work around, or otherwise repair or replace the nonconforming Hosted Service, or, if ServiceMax is unable to do so, terminate the license for the Hosted Service and return the Hosted Service Fees paid to ServiceMax for the period beginning with Customer’s notice of nonconformity through the remainder of the Initial Term or Extension Term, as applicable.

8.4 ServiceMax warrants at least 98% System Availability during each calendar month. Should ServiceMax fail to achieve 98% System Availability in each of two consecutive calendar months, Customer shall have the right to terminate this Agreement for cause, in which case ServiceMax will refund to Customer any prepaid fees for the remainder of its subscription term after the date of termination. Claims under this service level warranty must be made by submitting a support case within 15 business days after the end of the relevant period. Customer acknowledges that the Hosted Service is hosted on the existing infrastructure and services provided by Salesforce. Hosted Service (i) reliability; (ii) timeliness standards; and (iii) schedule for downtime for routine maintenance, will be the same as provided by the Salesforce application.

8.5 The Hosted Service performance and System Availability warranties set forth in Sections 8.3 and 8.4 respectively, are void to the extent any problem which results in the Hosted Service performance or System Availability to be other than as warranted is due to: (i) third party software, hardware or network infrastructure outside of ServiceMax’s data center and not under the direct control of ServiceMax; (ii) failure of the external internet beyond ServiceMax‘s network; (iii) electrical or internet access disruptions; (iv) any actions or inactions of Customer; (v) attacks (i.e. hacks, denial of service attacks, malicious introduction of viruses and disabling devices) caused by third parties; or (vi) a Force Majeure event.

8.6 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR ITS LICENSORS OR SUPPLIERS MAKES ANY WARRANTIES OF ANY KIND, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SERVICEMAX DOES NOT WARRANT THE OPERATION OF THE HOSTED SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

9. PATENT AND COPYRIGHT INDEMNITY.

9.1 ServiceMax shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that use of the Hosted Service as contemplated hereunder infringes the intellectual property rights of such third party, provided Customer (a) promptly gives written notice of the Claim to ServiceMax; (b) gives ServiceMax sole control of the defense and settlement of the Claim (provided that ServiceMax may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) provides to ServiceMax, at ServiceMax' cost, all reasonable assistance.

9.2 ServiceMax will, at its sole option and expense: (i) procure for Customer the right to continue using the Hosted Service under the terms of this Agreement; (ii) replace or modify the Hosted Service to be non-infringing without material decrease in functionality; or (iii) if the foregoing options are not reasonably practicable, terminate the license for the infringing Hosted Service and refund Customer all prepaid fees for the remainder of its subscription term after the date of termination.

9.3 ServiceMax shall have no liability for any Claim to the extent the Claim is based upon (i) the use of the Hosted Service in combination with any other product, service or device not furnished, recommended or approved by ServiceMax, if such Claim would have been avoided by the use of the Hosted Service, without such product, service or device; or (ii) Customer’s use of the Hosted Service other than in accordance with this Agreement.

9.4 THE PROVISIONS OF THIS SECTION 9 SET FORTH SERVICEMAX’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

10. INDEMNIFICATION BY CUSTOMER.

Customer shall defend, indemnify and hold ServiceMax harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against ServiceMax by a third party alleging that the Customer Data created and stored by Customer in the Hosted Service or otherwise provided to ServiceMax in connection with the Agreement (i) violates any applicable law or regulation; or (ii) infringes any patent, copyright or other intellectual property right of a third party; provided, that ServiceMax (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim unless it unconditionally releases ServiceMax of all liability); and (c) provides to Customer, at Customer's cost, all reasonable assistance.

11. CONFIDENTIALITY.

11.1 As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in Order Forms), Customer Data, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information (except Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party.

11.2 Receiving Party shall not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party's prior written consent. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). ServiceMax represents and warrants that it will maintain the confidentiality of Customer Data in accordance with all applicable laws and, except as required by applicable law, will not disclose Customer Data to any third party for any purpose other than to provide the Hosted Service or Services to Customer, provided, however, that ServiceMax may compile aggregate data related to Customer’ s usage of the Hosted Service and may disclose such aggregate data to third parties to the extent that Customer is not identified as the source of such data. Each party represents and warrants that it will collect, maintain and handle all personal data in compliance with all applicable data privacy and protection laws. Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information.

11.3 If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure.

11.4 If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of confidentiality protections hereunder, Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate. 11.5. Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information and, upon request, return to the Disclosing Party or destroy (at the Disclosing Party's election) all materials containing such Confidential Information.

12. LIMITATION OF LIABILITY.

12.1 EXCEPT (i) FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS; (ii) EITHER PARTY’S MATERIAL BREACH OF SECTION 11 (“CONFIDENTIALITY”); OR (iii) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE SUBSCRIPTION FEES PAID TO SERVICEMAX DURING TWELVE MONTHS PRIOR TO THE CLAIM.

12.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. TERM AND TERMINATION.

13.1 This Agreement commences on the Effective Date and continues until all User subscription licenses granted in accordance with this Agreement have expired or been terminated. The Initial Term applicable to each Order Form commences upon Customer’s execution of such Order Form. Upon expiration of the Initial Term and each Extension Term the Hosted Service subscription term applicable an Order Form shall automatically renew for Extension Terms unless either party gives the other notice of non-renewal at least 30 days prior to the end of the relevant subscription term.

13.2 A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach of this Agreement if such breach remains uncured at the expiration of such period; (ii) immediately upon written notice if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; or (iii) as otherwise provided herein. Upon any termination for cause by Customer, ServiceMax shall refund Customer any prepaid fees for the remainder of its subscription term after the date of termination.

13.3 The parties’ rights and obligations with respect to the fees and payment terms, audit rights, title and protection, confidentiality, patent and copyright indemnification, warranty disclaimers, limitation of liability, attorney’s fees, and governing law provisions of this Agreement shall survive termination of this Agreement. 13.4 Upon the effective date of termination of this Agreement Customer’s license to use the Hosted Service will cease and upon request by Customer made within 30 days of the effective date of termination, ServiceMax will make available to Customer for download a file of Customer Data in comma separated value (.csv) format. After such 30 day period ServiceMax will have no obligation to maintain or provide any Customer Data and will not retain copies or records of Customer Data in its system or otherwise.

14. General

14.1 If Customer is a federal government entity, ServiceMax provides the Hosted Service, including related technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Hosted Service include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must be included in this Agreement.

14.2 The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third party beneficiaries to this Agreement.

14.3 Notices shall be in writing and effective upon receipt.

14.4 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by Customer and ServiceMax. To the extent of any conflict between this Agreement and any other schedule or attachment, this Agreement shall prevail unless expressly stated otherwise. Notwithstanding any language to the contrary therein, no terms stated in a purchase order or similar ordering document (other than a statement of work or other mutually executed order document expressly incorporated herein) shall be incorporated into this Agreement, and all such terms shall be void. This Agreement represents the entire agreement of the parties, and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

14.5 Neither party may issue press releases relating to this Agreement without the other party's prior written consent. Either party may include the other's name or logo in customer or vendor lists in accordance with the other's standard guidelines. In addition, ServiceMax may refer to Customer’s intended use of the Hosted Service in its marketing materials and on its websites as well as in discussions with ServiceMax customers, prospective customers, and industry and financial analysts.

14.6 No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.

14.7 Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to a Force Majeure Event. 14.8 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms hereunder), without consent of the other party, to its successor in interest in connection with a merger, reorganization, or sale of all or substantially all assets or equity not involving a direct competitor of the other party. Any attempted assignment in breach of this section shall be void. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.9 Each party agrees to comply with all applicable regulations of the United States Department of Commerce and with the United States Export Administration Act, as amended from time to time, and with all applicable laws and regulations of other jurisdictions with respect to the provision and use of the Hosted Service.

14.10 This Agreement shall be governed exclusively by the internal laws of the state of California, without regard to its conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.