* Confidential treatment has been granted or requested with respect to portions of this exhibit, and such
confidential portions have been deleted and separately filed with the Securities and Exchange Commission.
CUSTOM SALES AGREEMENT IBM
This Custom Sales Agreement between Customer and International Business Machines Corporation ("IBM"),
which consists of this Base Agreement and Statement of Work Attachments, will be referred to as the
"Agreement". The term of this Base Agreement commences on the date identified below by the second party to
sign this Base Agreement; however, if Customer fails to identify a date of signing, the term of this Base
Agreement commences on the date of signing identified by IBM. The term of this Base Agreement expires on
December 31, 2016.
By signing below, the parties each agree to be bound by the terms and conditions of this Agreement. Statement
of Work Attachments under this Agreement must be signed by the parties to become effective.
This Agreement is the complete agreement regarding transactions covered by this Agreement, and replaces any
prior oral or written communications between Customer and IBM with respect to such transactions. In entering
into this Agreement, neither party is relying on any representation that is not specified in this Agreement including
without limitation any representations concerning: (a) estimated completion dates, hours, or charges to provide
any Service, Product or Prototype; (b) performance or function of any Product, Prototype or system, other than
as expressly warranted in this Agreement;
(c) the experiences or recommendations of other parties; or (d) results or savings Customer may achieve.
Additional or different terms in any written communication from Customer, except for those written
communications that the parties have expressly agreed in this Agreement to have an effect between the parties
(such as the quantities and part numbers specified in a purchase order) are void. This Agreem