Foundation Agreement
1. INTRODUCTION
1.1. This Foundation Agreement ("Foundation Agreement") between the 
applicable Regional Broadcom Entity set forth in the referencing Transaction
 Document, a Broadcom Inc. company, ("Broadcom"), and your organization, 
("Customer"), is effective on the date set forth in the referencing 
Transaction Document which identifies the "Start Date" and specifies the 
terms and conditions agreed between the Parties as a foundation for their 
relationship as further defined in the applicable Modules.
1.2. With respect to the Broadcom Offering, additional terms shall be 
included in a Module, while terms specific to each individual order from 
Customer or Broadcom Partner shall be set forth in the Transaction 
Document(s) for such order.
1.3. This Foundation Agreement may incorporate any applicable Module 
referenced in the "Governing Contract" section of the applicable Transaction
 Document.
2. DEFINITIONS
2.1. "Agreement" means this Foundation Agreement, the applicable Module, 
the applicable Transaction Document, and any document incorporated 
expressly therein by reference.
2.2. "Affiliate" means any person or entity which directly or indirectly 
owns, controls, is controlled by, or is under common control with a party, 
where control is defined as owning or directing more than fifty percent 
(50%) of the voting equity securities or a similar ownership interest in the
 controlled entity.
2.3. "Broadcom Offering" means the individual offering (such as software, 
services, education, software as a service, or support) in the CA, Symantec,
 or VMware product families.
2.4. Broadcom Partner" means a Broadcom authorized channel partner 
selected by the Customer.
2.5. Broadcom Software" means the computer software programs in the CA, 
Symantec, or VMware product families made generally available and licensed 
to Customer under the applicable Module pursuant to the applicable 
Transaction Document. Broadcom Software may be provided individually or 
packaged as a software appliance and includes all versions and releases 
provided as part of Broadcom Maintenance, if applicable.
2.6. "Confidential Information" means any information, maintained in 
confidence by the disclosing Party, communicated in written or oral form, 
marked as proprietary, confidential, or otherwise so identified, or any 
information that by its form, nature, content, or mode of transmission would
 be deemed confidential or proprietary to a reasonable recipient, including,
 without limitation, Broadcom Offerings, Documentation, the Agreement, 
Transaction Documents, Broadcom provided pricing, and any benchmarking 
data or results.
2.7. "Documentation" means the technical product specifications or user 
manuals published by Broadcom or a Broadcom Affiliate.
2.8. "Module" means the additional terms and conditions applicable to a 
Broadcom Offering. If a Broadcom Offering includes both on-premises 
software and SaaS, then each applicable Module applies.
2.9. "Order Confirmation" means an electronic receipt, issued by Broadcom 
or a Broadcom Affiliate, confirming the Broadcom Offering title, version, 
quantity (based on metric, meter and/or model), and Support acquired.
2.10. "Party" or "Parties" means individually and/or collectively Broadcom 
and/or the Customer.
2.11. "Personal Data" means any information relating to (i) an identified or
 identifiable person and, (ii) an identified or identifiable legal entity 
(where such information is protected similarly as personal data or 
personally identifiable information under applicable data protection laws), 
provided in connection with the Agreement.
2.12. "Taxes" means any applicable sales tax, value-added tax (VAT), goods 
and services tax (GST), consumption tax, ISS, PIS and COFINS or any other 
applicable taxes.
2.13. "Term" means the period during which the Broadcom Offering is 
provided as specified in the Transaction Document.
2.14. "Transaction Document", "Order Form", or "Order" means a mutually 
agreed ordering document such as a Broadcom quote, order form, or 
statement of work for the specific Broadcom Offering licensed or purchased. 
Either Transaction Documents are executed or, in the case of a quote and 
purchase order ("PO"), a PO referencing such quote is issued and that 
issuance constitutes acceptance of the quote and formation of contract.
3. ORDERING AND DELIVERY
3.1. Under the terms of this Agreement and subject to the terms of the 
applicable Module(s), Customer and any Customer Affiliate incorporated in 
the same jurisdiction as Customer, may purchase Broadcom Offerings 
directly from Broadcom or through a Broadcom Partner, and Broadcom shall 
provide the specific Broadcom Offering. All Customer Affiliates incorporated
 in a different jurisdiction than Customer, must sign a participation 
agreement with Broadcom to adopt and adhere to the terms of this Agreement.
3.2. The Broadcom Offerings, (and any hardware components if included 
within your Transaction Document), will be delivered either in tangible 
media FCA SD (FCA Shipping Dock), as defined in INCOTERMS 2020, from 
Broadcom's shipping point as indicated in the Transaction Document or by 
electronic delivery (ESD). Customer agrees to be responsible for all 
customs, duties, import clearances, title, and risk of loss to any Broadcom 
hardware, if included, will pass upon point of delivery to Customer's 
carrier at Broadcom's shipping location. For non-US customers, title to the 
hardware product transfers when the product leaves the national territory of
 the US.
3.3. In the event of a payment or set off issue relating to one Broadcom 
Offering, such payment issue will not impact any other obligation to pay for
 any Broadcom Offering provided to Customer.
4. CONFIDENTIALITY
4.1. he Parties agree that, when receiving Confidential Information from the
 disclosing Party, the receiving Party shall hold it in confidence and shall
 not disclose nor use such information except as necessary to carry out the 
purpose of this Agreement. The receiving Party shall treat the disclosing 
Party's Confidential Information confidentially and in the same manner as it
 treats its own proprietary and/or confidential information, which shall not
 be less than a reasonable standard of care. Confidential Information may be
 disclosed to receiving Party's employees, affiliates, agents, financial 
advisors, contractors, and attorneys on a need-to know basis and the 
receiving Party shall ensure that such persons preserve and use such 
Confidential Information pursuant to the terms of the Agreement.
4.2. The receiving Party may disclose Confidential Information in connection
 with a judicial or administrative proceeding to the extent that such 
disclosure is required under applicable law or court order, provided that 
the receiving Party shall, where reasonably possible, give the disclosing 
Party prompt and timely written notice of any such proceeding and shall 
offer reasonable cooperation in any effort of the disclosing Party to obtain
 a protective order.
4.3. For the purposes of the Agreement, the term "Confidential Information" 
excludes: (i) information which the receiving Party has been authorized in 
writing by the disclosing Party to disclose without restriction; 
(ii) information which was rightfully in the receiving Party's possession or
 rightfully known to it prior to receipt of such information from the 
disclosing Party; (iii) information which was rightfully disclosed to the 
receiving Party by a third Party having proper possession of such 
information, without restriction; (iv) information which is part of or 
enters the public domain without any breach of the obligations of 
confidentiality by the receiving Party; and
(v) information which is independently developed by the receiving Party 
without use or reference to the disclosing Party's Confidential Information.
4.4. Nothing in the Agreement will (i) preclude Broadcom from using the 
ideas, concepts and know- how which are developed in the course of 
providing any Broadcom Offerings to Customer or (ii) be deemed to limit 
Broadcom's rights to provide similar Broadcom Offerings to other customers. 
Customer agrees that Broadcom may use any feedback provided by 
Customer related to any Broadcom Offering for any Broadcom business 
purpose, without requiring consent including reproduction and preparation 
of derivative works based upon such feedback, as well as distribution of 
such derivative works.
4.5. The receiving Party agrees, upon request of the disclosing Party, to 
return to the disclosing Party all Confidential Information in its 
possession or certify the destruction thereof.
4.6. In the event of a breach of this section 4, the disclosing Party may 
not have an adequate remedy at law. The Parties therefore agree that the 
disclosing Party may be entitled to seek the remedies of temporary and 
permanent injunction, specific performance, or any other form of equitable 
relief deemed appropriate by a court of competent jurisdiction. For any 
Confidential Information that constitutes a trade secret under applicable 
law, the obligations of this section will continue for so long as such trade
 secret status is maintained by the disclosing Party. For all other 
Confidential Information, the foregoing obligations shall extend for five 
(5) years from the date of initial disclosure.
5. FEES
5.1. To the extent permitted by law, Customer shall issue and provide 
Broadcom a purchase order ("PO"), or a series of POs, for the full term and 
total fees that are due contemporaneously with the execution of each 
Transaction Document. Broadcom, directly or through a Broadcom Partner, 
reserves the right to invoice Customer for any use of the Broadcom Offerings
 in excess of the Authorized Use Limitation at Broadcom's then-current list 
price.
5.2. Unless an alternative date of payment is set out on the Transaction 
Document, payment is due upon the due date specified on the invoice. 
Customer agrees to pay Taxes in addition to the fees when such payments 
are due. Customer (a) may only withhold tax as required by law, subject to 
the application of any reduced rate allowed in an income tax treaty or 
otherwise, (b) shall request all documentation required for the reduction of
 withholding tax, and (c) shall provide proof of payment of the withholding 
tax for credit relative to the applicable invoice(s).
5.3. If indicated on the Transaction Document, Customer may pay any initial 
payment due to Broadcom on or before the due date (as stated in the 
applicable Transaction Document) through a same day fed wire. For other 
payments required of Customer due to Broadcom, Broadcom will send 
Customer an invoice containing updated wire transfer information at least 
thirty (30) days prior to each respective due date. Broadcom reserves the 
right to change credit or payment terms at Broadcom's discretion if 
Customer's or Broadcom Partner's financial condition or previous payment 
history so warrant.
5.4. A Customer issued PO may be used to accept terms of a Transaction 
Document in place of a signature on the Transaction Document, provided 
that Customer references the Transaction Document in the PO and includes 
the appropriate reference number, if applicable.
5.5. If a payment due date falls on a weekend or a holiday the payment shall
 be payable by Customer to Broadcom on the business day immediately prior 
to such date.
5.6. Failure to timely remit payment of all amounts set forth in a 
Transaction Document or under any other agreement with any Broadcom 
entity after written notice from Broadcom and a reasonable opportunity to 
remit such payment by Customer and to the full extent permitted by 
applicable law, shall (1) relieve Broadcom of any support obligations 
hereunder, and (2) suspend all Customer subscription use rights until 
payment is tendered at which time use rights and support shall recommence. 
Broadcom reserves the right to impose late fees as may be permitted by law 
on any past due amounts.
5.7. During the Term of any Transaction Document, Broadcom may increase 
the fees under the Transaction Document for the Broadcom Offerings up to 
7% annually by providing Customer with advance notice including through 
pricing notices posted at the Broadcom support website no less than ninety 
(90) days prior to such changes taking place but in no event will Broadcom 
purport to effect a price change while in any particular calendar year 
(i.e., price changes will only be effective on January 1 of the year 
following that in which notice was provided).
5.8. Broadcom may assign its payment rights in, or grant a security interest
 in, this Agreement and any associated Transaction Document to a third 
party without requiring such third party to be liable for the obligations of
 Broadcom under this Agreement or Transaction Document, provided that (1) 
Broadcom remains directly responsible for performance of its duties 
hereunder, and (2) Customer's obligations are not otherwise affected.
5.9. In the event Customer orders a Broadcom Offering through a Broadcom 
Partner (or that partner's resale channel), this Foundation Agreement, 
excluding all of Section 5 (except Section 5.6), shall apply to Customer.
6. TITLE
6.1. Broadcom retains all right, title, copyright, patent, trademark, trade 
secret and all other proprietary interests to all Broadcom Offerings and any
 derivatives thereof. No title, copyright, patent, trademark, trade secret 
or other right of intellectual property not expressly granted under the 
Agreement is exchanged between the Parties.
7. WARRANTY
7.1. Each Party represents and warrants that it has the legal power to enter
 into the Agreement.
7.2. Broadcom represents and warrants that it owns or otherwise has 
sufficient rights to grant Customer the rights defined in any Transaction 
Document and/or Module.
7.3. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR 
(1) SELECTING CONFIGURATIONS, POLICIES, AND PROCEDURES IN THE BROADCOM 
OFFERING(S) THAT ARE CONFIGURABLE INCLUDING, WITHOUT LIMITATION, THE 
SELECTION OF FILTERED CATEGORIES AND WEB APPLICATION CONTROLS, AND FOR 
ASSURING THAT THE SELECTION (A) CONFORMS TO CUSTOMER'S POLICIES AND 
PROCEDURES AND (B) COMPLIES WITH ALL APPLICABLE LAWS.
7.4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE WARRANTIES
 AND THOSE SET FORTH WITHIN THE APPLICABLE TRANSACTION DOCUMENTS AND/OR 
MODULES ARE THE SOLE WARRANTIES PROVIDED BY BROADCOM. NO OTHER WARRANTIES, 
WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE 
IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, 
NONINFRINGEMENT, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, INCLUDING 
THAT THE BROADCOM OFFERING WILL OPERATE UNINTERRUPTED OR IS ERROR FREE, OR 
ANY WARRANTY ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, 
RELATING TO THE BROADCOM OFFERINGS, ARE MADE BY BROADCOM OR ITS SUPPLIERS.
8. INDEMNIFICATION
8.1. Broadcom will indemnify, defend and/or, at its option, settle any third
 party claims that Customer's use of the specific Broadcom Offering licensed
 or purchased by Customer under this Agreement infringes any valid US 
patent or copyright within the jurisdictions where Customer is authorized to
 use the Broadcom Offering at the time of delivery provided that: (i) 
Customer gives Broadcom prompt written notice thereof and reasonable 
cooperation, information and assistance in connection therewith; (ii) 
Broadcom shall have sole control and authority with respect to defense or 
settlement thereof; and (iii) Customer takes no action that is contrary to 
Broadcom's interest. Broadcom may, at its option and expense: (a) procure 
for Customer the right to continue to use the Broadcom Offering; (b) repair,
 modify or replace the Broadcom Offering so that it is no longer infringing;
 or (c) provide a pro-rated refund of the fees paid for the Broadcom 
Offering (directly or through the Broadcom Partner) which gave rise to the 
indemnity calculated against the remainder of the Term from the date it is 
established that Broadcom is notified of the third party claim. If the 
Broadcom Offering is Broadcom Software, and is licensed on a perpetual 
basis, an amortization schedule of three (3) years shall be used for the 
basis of the refund calculation.
8.2. Broadcom shall have no liability: (i) in the event the allegation of 
infringement is a result of a modification of the Broadcom Offering except a
 modification by Broadcom, (ii) if the Broadcom Offering is not being used 
in accordance with Broadcom's specifications, related documentation and 
guidelines, (iii) if the alleged infringement would be avoided or otherwise
 eliminated by the use of a Broadcom published update or patch, (iv) if the 
alleged infringement is a result of use of the Broadcom Offerings in 
combination with any third party product, (v) any Deliverable provided by 
Broadcom in accordance with Customer's specifications, (vi) any claim 
relating to open source software or freeware technology that is not 
embedded by Broadcom into the Broadcom Offerings, (vii) any Broadcom 
Offering provided on a no-charge, beta, or evaluation basis, or (viii) if 
the applicable fees due for the specific Transaction Document have not been 
paid or Customer is otherwise in breach of this Agreement. The 
indemnifications contained herein shall not apply and Broadcom shall have 
no liability in relation to any Broadcom Offering produced by Broadcom at 
the specific direction of Customer. TO THE MAXIMUM EXTENT PERMITTED BY 
APPLICABLE LAW, THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY AND 
OBLIGATIONS OF BROADCOM REGARDING CLAIMS OF INFRINGEMENT, AND THE EXCLUSIVE 
REMEDY AVAILABLE TO CUSTOMER WITH RESPECT TO ANY ACTUAL OR ALLEGED 
INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER 
PROPRIETARY RIGHTS.
8.3. Each Party shall indemnify the other against all damages, fees, 
(including reasonable attorney's fees) fines, judgments, costs and expenses 
finally awarded as a result of a third party action alleging a bodily injury
 or death which arises under the Agreement, provided that such liabilities 
are the proximate result of gross negligence or intentional tortuous conduct
 on the part of the indemnifying Party.
8.4. Customer shall indemnify Broadcom against any claim that any data, 
materials, items, or information supplied to Broadcom under the Agreement 
infringes any US patent, copyright, or trademark within the jurisdictions 
where Broadcom is provided with such information.
9. LIMITATION OF LIABILITY
9.1. EXCEPT IN THE CASE OF A BREACH OF CONFIDENTIALITY, TITLE, AND OF THIRD 
PARTY CLAIMS ARISING UNDER THE INDEMNIFICATION SECTION, TO THE MAXIMUM 
EXTENT PERMITTED BY APPLICABLE LAW A) NEITHER PARTY (INCLUDING ANY OF 
BROADCOM'S SUPPLIERS) SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, 
CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING, 
BUT NOT NECESSARILY LIMITED TO, LOSS OF PROFIT, DAMAGES RELATING TO MONIES 
SAVED OR FEES GENERATED AND OR ANY LOSS OF CUSTOMER DATA BY USE OF ANY 
BROADCOM OFFERING, REGARDLESS OF WHETHER A PARTY WAS APPRISED OF THE 
POTENTIAL FOR SUCH DAMAGES; AND B) IN NO EVENT WILL A PARTY'S LIABILITY FOR 
DIRECT DAMAGES, EXCEED TWO TIMES THE AMOUNTS PAID BY CUSTOMER FOR THE 
BROADCOM OFFERING THAT GAVE RISE TO THE BREACH IN THE TWELVE MONTHS PRIOR 
TO THE DATE SUCH BREACH OCCURRED. BROADCOM'S SUPPLIERS HAVE NO LIABILITY 
UNDER THE AGREEMENT, AND CUSTOMER MAY NOT BRING CLAIMS DIRECTLY AGAINST 
THEM. BROADCOM'S AGGREGATE LIABILITY FOR AN EVALUATION WILL NOT EXCEED 
$5,000 USD.
10. TERM & TERMINATION
10.1. This Foundation Agreement shall continue in effect unless otherwise 
terminated in accordance with this section.
10.2. This Foundation Agreement, applicable Module(s), and the applicable 
Transaction Document may be terminated by either Party (a) upon a material 
breach by the other Party, provided that, in each instance of a claimed 
breach: (i) the non-breaching Party notifies the breaching Party in writing 
of such breach; and (ii) the breaching Party fails to cure such breach 
within thirty (30) days (or such other period as mutually agreed by the 
Parties) from receipt of such notice; (b) upon insolvency of the other 
Party, if permitted by law. The foregoing notwithstanding, any breach by 
Customer of licenses or rights granted pursuant to this Agreement will 
constitute an incurable material breach by Customer; and, Broadcom may 
immediately terminate all of Customer's use rights and licenses, 
(subscription-based, perpetual, access, and use), upon written notice to 
Customer, and Customer must either: a) delete all full or partial copies of 
the Broadcom Software and SaaS instances from all computing or storage 
equipment and verify such deletion in a statement signed by a Vice-President
 or a duly authorized representative sent to usage.reporting@broadcom.com, 
or b) return to Broadcom all full or partial copies of the Broadcom 
Software. Such termination shall not relieve Customer from its obligations 
as set forth within the related Transaction Document.
10.3. Termination does not release either Party from any liability which, at
 the time of such termination, had already accrued to the other Party or 
which is attributable to a period prior to such termination, nor preclude 
either Party from pursuing any rights or remedies it may have under law or 
in equity with respect to any breach of this Foundation Agreement or the 
Agreement. In the event of termination by Broadcom for an uncured material 
breach by Customer, all fees shall immediately become due and payable.
10.4. Customer may terminate this Agreement provided that Customer also 
terminates each and all other agreements (direct or indirect, whether or not
 related to this Agreement) under which Customer may procure any Broadcom 
Offerings (but in all cases excluding any hardware offerings and associated 
support contracts therefor) together with each and all Orders (however 
titled) in effect (except in the case of the VMware product family, only 
Orders entered into after November 21, 2023 need to be terminated) 
between the parties as of the date of termination (collectively, for 
purposes of this section, the "Agreements"), without cause and without 
further charge or expense at any time, immediately upon written notice to 
Broadcom sent to usage.reporting@broadcom.com.
On or after the termination date, with the exception of any Fully Paid-Up 
perpetual licenses (where the amount of "Fully Paid-Up" licenses will equal 
the total whole number of licenses earned prior to the termination and are 
assumed to be paid for equally over the initial term of the associated 
Support Services), Customer must either: a) delete all full or partial 
copies of the Broadcom Software from all computing or storage equipment, 
and verify such deletion in a statement signed by a Vice-President or a duly
 authorized representative and sent to usage.reporting@broadcom.com, or b) 
return to Broadcom all full or partial copies of the Broadcom Software.
Once Customer's verification or the Broadcom Software copies are received, 
Broadcom will pay Customer, or Broadcom Partner, a pro-rata refund of any 
License, SaaS/Cloud Service, Support Services, or other fees Customer or 
Broadcom Partner pre-paid ("Refund Fees") in accordance with the paragraph 
below. Refund Fees will be calculated on the number of days remaining in 
the term (which for the purposes of this calculation will be deemed to 
commence from the date Customer's verification or the Broadcom Software 
copies are received) of the offering eligible for the refund. If the 
Broadcom Software is licensed as a perpetual license and the associated 
Support Services is in its initial term, Customer, or Broadcom Partner as 
appropriate, will receive a pro-rated refund of the cash consideration paid 
to Broadcom based on the initial payment schedule and shall be entitled to 
keep the whole number of perpetual licenses Fully Paid-Up through such 
date, absent language to the contrary in the applicable order.
10.5. Notwithstanding the foregoing paragraph, if the Agreement is 
terminated without cause, neither Party shall have further obligations under
 the Agreement, except that the Parties shall remain bound by the 
obligations within the survival sections of the Agreements. Refund Fees will
 be paid within sixty (60) days to Customer (or Broadcom Partner who will 
process the invoicing or reimbursement of fees to Customer as appropriate 
and under the commercial terms between the Broadcom Partner and 
Customer), from the date Customer's verification or the Broadcom Software 
copies are received, and any unpaid fees reflecting the Broadcom Offerings 
delivered prior to the termination date shall become immediately due.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1. Choice of Law; Venue. Depending on the Regional Broadcom Entity that 
is a Party to this Agreement, the exclusive governing law, jurisdiction, 
designated arbitral body, arbitration rules and seat shall be as set forth 
below; except for any action related to non-payment, which may be brought 
in any court of competent jurisdiction:


CA, Inc.: Governing law of the State of California -- Jurisdiction of 
the State and/or Federal Courts located in Santa Clara County, California -- 
Arbitration Organization, Rules, and Seat of The American Arbitration, 
Association ("AAA"), AAA Commercial Arbitration Rules, Seat of arbitration 
in California.

VMware International Unlimited Company: Governing law of Ireland --- 
Jurisdiction is Courts located in Ireland International Chamber of 
Commerce ("ICC"); ICC Rules of Arbitration; Seat of arbitration in Dublin, 
Ireland.

CA Programas de Computador, Part e Serv Ltda.: Governing law of Brazil -- 
Jurisdiction of State Courts located in Sao Paulo, SP, Brazil --- 
Arbitration Organization, Rules, and Seat of The American Arbitration, 
Association Commercial Arbitration Rules; Seat of arbitration in Sao Paolo.
Broadcom Government Solutions LLC: Governing law of the State of 
California -- Jurisdiction of the State and/or Federal Courts located 
in Santa Clara County, California -- Arbitration Organization, Rules, 
and Seat The American Arbitration Association ("AAA"); AAA Commercial 
Arbitration Rules; Seat of arbitration in California

The Agreement will not be governed by the following, the application of 
which is hereby expressly excluded: (a) the conflict of law rules of any 
jurisdiction, (b) the United Nations Convention on Contracts for the 
International Sale of Goods, and (c) the Uniform Computer Information 
Transactions Act, as enacted in any jurisdiction. The Parties further agree 
to accept service of process in accordance with the rules/procedures of the 
arbitral body or relevant court (as applicable), except that the Parties 
hereto irrevocably waive any objection that service of process must conform 
to the Hague Service Convention or other applicable law or treaty regarding 
service of process.
11.2. Dispute Resolution. Any dispute, claim or controversy arising out of 
relating to the Agreement ("Dispute") shall be resolved as provided in this 
Section.
11.2.1. Informal Dispute Resolution. Save for Disputes relating to unpaid 
amounts, before initiating any formal proceeding relating to a Dispute, the 
Parties shall meet as frequently
and as often as they reasonably deem necessary to negotiate in good faith 
to resolve the Dispute. If the Parties are unable to resolve the Dispute 
within thirty (30) days of initiating the discussions, then each Party shall
 appoint one (1) senior executive who is not directly involved on a 
day-to-day basis with the subject matter of the Agreement, and those senior 
executives shall negotiate the matter in good faith. A formal proceeding 
relating to a Dispute shall not be commenced until the earlier of: (i) the 
good faith determination by one of the appointed senior executives that 
resolution through continued negotiation of the matter does not appear 
likely; or (ii) thirty (30) days following the date that the Dispute was 
first referred to the appointed senior executives. Nothing in this paragraph
 shall be construed to prevent a Party from instituting formal proceedings 
to the extent necessary to avoid the expiration of any applicable 
limitations period or to pursue injunctive remedies deemed reasonably 
necessary to protect its interests.
11.2.2. Arbitration. Except as set forth in this paragraph, any Dispute 
shall be resolved by confidential arbitration. The place of the arbitration,
 governing law and applicable rules shall be as set forth in Section 11.1 
(Choice of Law; Venue). The arbitral tribunal shall consist of three (3) 
arbitrators: one selected by each Party, and the third to be agreed upon by 
the Parties (and if agreement cannot be reached, designated by the arbitral 
body), which third arbitrator shall be the Chairperson. The language of the 
arbitration shall be English. The dispute shall be finally settled within 
twelve (12) months after constitution of the arbitral tribunal. The Parties 
agree to request a written explanation/opinion in connection with any award.
 Judgment on the award rendered by the arbitrators may be enforced in any 
court having jurisdiction thereof. Notwithstanding anything to the contrary 
in this paragraph, either Party may: (i) apply to any court of competent 
jurisdiction for a temporary restraining order, preliminary injunction, or 
other interim or conservatory injunctive relief; or (ii) seek redress in any
 court of competent jurisdiction in order to enforce its intellectual 
property rights or protect Confidential Information. The Parties shall have 
a right to appeal an arbitral award to a court of competent jurisdiction in 
order to set aside the award.
11.3. In any formal action or proceeding arising from a Dispute or relating 
to non-payment, the prevailing Party shall be entitled to recover its costs 
and reasonable attorneys' fees from the other Party.
12. GENERAL TERMS
12.1. Amendments. The terms of the Agreement may only be amended by 
mutual written agreement of the Parties.
12.2. Force Majeure. Except for payment obligations and obligations 
pertaining to non-disclosure, notwithstanding any contrary provision in the 
Agreement, neither Party will be liable for any action taken, or any failure
 to take any action required to be taken, in the event and to the extent 
that the taking of such action or such failure arises out of causes beyond a
 Party's control, including, without limitation, war, civil commotion, act 
of God, pandemic, epidemic, strike or other stoppage (whether partial or 
total) of labor, any law, decree, regulation or order of any government or 
governmental body (including any court or tribunal).
12.3. Order of Precedence. Any conflict or inconsistency among or between 
the terms and conditions of the documents comprising the Agreement shall 
be resolved according to the following order of precedence, from the 
document with the greatest control to the least: (1) the Transaction 
Document; (2) Broadcom's global Data Processing Addendum (DPA) to the 
extent one is in place
between the Parties, (3) the applicable Specific Program Documentation or 
SaaS Listing, (4) the relevant Module; (5) this Foundation Agreement. 
Notwithstanding this Order of Precedence, any terms that may appear on a 
Customer's purchase order that vary from the Agreement (including without 
limitation pre-printed terms) shall be deemed null and void.
12.4. Independent Contractors. The Parties expressly agree that the 
relationship between them is that of customer-independent contractor.
12.5. Personal Data
12.5.1. Broadcom as Controller. Related to the provision of the Broadcom 
Offerings, Broadcom may process limited Personal Data as a controller in 
accordance with, and for the purposes defined in, Broadcom's Privacy Policy 
available at https://www.broadcom.com/privacy in compliance with applicable 
data protection laws. Those purposes include: (i) management of Customer 
relationship; (ii) sales administration; (iii) communications related to 
technical support, new versions or updates; (iv) marketing of Broadcom 
Offerings; (v) development of threat intelligence for the purposes of 
ensuring fraud prevention and network and information security; (vi) 
development and enhancement of the Broadcom Offerings; and (vii) compliance 
with applicable laws and regulations.
12.5.2. Broadcom as Processor. Where Broadcom processes Personal Data 
within Customer Data on behalf of Customer, Broadcom's global Data 
Processing Addendum (DPA), located at https://www.broadcom.com/privacy, 
applies. If Customer procures the Broadcom Offering through a Broadcom 
Partner, the Broadcom Partner shall be responsible for entering into a 
relevant data processing agreement with Customer.
12.6. Assignment. Neither Party shall assign the Agreement or any of its 
rights or delegate any of its duties under the Agreement, either by 
operation of law, agreement, or any other process, without the prior written
 consent of the other Party, except that Broadcom shall have the right to 
assign the Agreement or any of its rights or delegate any of its duties 
under the Agreement at any time to any Broadcom Affiliate(s), or to a 
successor in interest of all or substantially all of the business to which 
the Agreement relates. Subject to the foregoing, the Agreement will be 
binding upon, enforceable by, and inure to the benefit of the parties and 
their respective successors and assigns. Any attempted assignment in 
violation of this section shall be null and void.
12.7. Import/Export. Customer acknowledges that the Broadcom Offering(s) 
is subject to import and export laws and regulation, including in the 
specific case of the U.S. the Export Administration Regulations, and agrees 
to comply with all applicable import and export laws and regulations. 
Customer agrees that the Broadcom Offering(s) will not be exported, 
reexported or transferred in violation of export control laws or used for 
any purpose connected with chemical, biological or nuclear weapons or 
missile applications, nor be transferred or resold, if Customer has 
knowledge or reason to know that the Broadcom Offering(s) are intended or 
likely to be used for such purpose. Customer represents and warrants that: 
(a) Customer and any Authorized User, are not, and are not acting on behalf 
of: (1) any person who is a citizen, national, or resident of, or who is 
controlled by, the government of any country to which the United States has 
prohibited export transactions; or (2) any person or entity listed on the 
U.S. Treasury Department list of Specially Designated Nationals and Blocked 
Persons, or the U.S. Commerce Department Denied Persons List or Entity List,
 or any similar applicable designated persons list.
12.8. Legal Compliance. Both Parties shall comply with applicable federal, 
state, local laws, regulations and ordinances, and all other applicable laws
 and regulations in the performance of this agreement and use of any 
Broadcom Offering. Broadcom may suspend performance if Customer is in 
violation of applicable laws, regulations, or ordinances or in the event of 
a security risk to a Broadcom Offering or its users.
12.9. Critical Applications. The Broadcom Offerings are not fault tolerant 
and use of the offerings is prohibited for on-line control equipment in 
hazardous environments requiring fail-safe performance, such as the 
operation of aircraft navigation or aircraft communications systems, air 
traffic control, life support systems, human implantation, nuclear 
facilities or systems, weapons systems, or any other application where 
failure of the offering could lead to death, personal injury, or severe 
physical or environmental damage.
12.10. Announcements. Neither Party may issue press releases relating to the
 Agreement without approving the content with the other Party. Either Party 
may include the name and logo of the other Party in lists of customers or 
vendors in accordance with the other Party's standard guidelines.
12.11. Notice. Any notice required or permitted by the Agreement shall be 
given in writing, will refer to the Agreement and will be personally 
delivered or sent by a reputable overnight courier service (e.g., FedEx, 
UPS, DHL, etc.), electronic transmission (email or posting to a Broadcom 
customer portal) or registered or certified mail (return receipt requested) 
to the other Party's legal department at the address set forth in the 
Agreement, or such other address as is provided by notice as set forth 
herein. Notices shall be deemed effective upon electronic confirmation; and 
if delivered via certified mail or overnight courier, notice shall be deemed
 effective upon confirmation of delivery.
12.12. Headings. The section headings used herein are for information 
purposes only and shall not affect the interpretation of any provision of 
this Agreement.
12.13. Validity. In the event any term or provision of the Agreement shall 
be held to be invalid, the same shall not affect in any respect whatsoever 
the validity of the remainder of the Agreement.
12.14. Third Parties. This Agreement shall not create any rights in favor 
of, or any obligations owed by, any third party unless otherwise expressly 
defined in any Module. The Parties agree that any action arising from this 
Agreement shall solely be brought by Customer or Broadcom.
12.15. Waiver. Waiver of a breach of the Agreement will not constitute a 
waiver of any later breach.
12.16. Survival. Sections pertaining to Dispute Resolution, Choice of Law, 
Confidentiality, Title, Warranty, Limitation of Liability, Termination, and 
Import Export shall survive termination of this Foundation Agreement.
12.17. Entire Agreement. The Agreement and all documents incorporated by 
reference therein shall comprise the entire agreement as pertaining to the 
subject matter thereof and all other prior representations, proposals, and 
other such information exchanged by the Parties concerning the subject 
matter is superseded in their entirety by the Agreement.


Software Module
1. INTRODUCTION
1.1. This Module for Broadcom Software ("Software Module") between the 
applicable Regional Broadcom Entity set forth in the referencing Transaction
 Document, a Broadcom Inc. company, ("Broadcom"), and Customer, 
("Customer"), is effective on the date set forth in the referencing 
Transaction Document, and specifies the terms and conditions which apply 
to Broadcom Software that Broadcom will license to Customer and the 
Support that applies.
1.2. This Software Module incorporates by reference the terms of the 
Foundation Agreement effective on the date set forth in the referencing 
Transaction Document between Broadcom and Customer (or Broadcom Partner). 
Any capitalized terms used in this Software Module shall have the meanings 
given in the Foundation Agreement unless otherwise provided herein.
2. DEFINITIONS
2.1. "Authorized End Users" means Customer, Customer Affiliate(s) and their 
employees and independent contractors (but excluding any outsourcer, 
facilities management provider, managed service provider, or application 
service provider unless Customer explicitly takes full responsibility and 
liability for such party's act and omissions) that are bound by terms and 
conditions no less restrictive than those contained herein and are acting on
 behalf of Customer and not a third party.
2.2. "Authorized Use Limitation" or "Meter" means the quantity of the 
Broadcom Software licensed in accordance with the License Metric specified 
in the Transaction Document.
2.3. "Distributed Software" means the Broadcom Software that is generally 
used for independent usage across individuals systems or hardware based on 
the License Metric in a decentralized form of computing, which is not listed
 as 'Mainframe' on Broadcom's price lists.
2.4. "Hardware" means the Broadcom provided physical hardware device or 
server.
2.5. "License Metric" means the specific criteria for measuring the usage 
of the Broadcom Software (such as MIPS, CPUs, Cores, tiers, servers, or 
users).
2.6. "Mainframe Software" means Broadcom Software that is generally used 
for a large capacity processor that provides links to users through less 
powerful devices such as workstations or terminals based on the License 
Metric in a centralized form of computing, which is designated as 
'Mainframe' on Broadcom's price lists.
2.7. "Perpetual License" means a license to use Broadcom Software for an 
indefinite period subject to compliance with the Agreement.
2.8. "Subscription" or "UMF" (Usage and Maintenance Fee) license means a 
license to use Broadcom Software for a specific period of time which shall 
include Support unless otherwise stated in a Transaction Document.
2.9. "Support" (which may also be referred to as "Maintenance") means 
technical support for the Broadcom Software. Support may also contain 
"Content Updates" provided by Broadcom for use with the Software intended 
to be updated, including, but not limited to, data, signatures, definitions,
 rules, policies, and URLs used by the Broadcom Software, and may include 
content produced as a result of Customer's use of the Broadcom Software.
2.10. "Territory" means the geographic region (Americas, EMEA, APAC) where 
Customer is authorized to install the Broadcom Software as indicated by the 
"Ship To" location in the Transaction Document, unless more broadly or 
narrowly granted in the Transaction Document. Americas is defined as the 
continents of North and South America. EMEA is defined as the continents of 
Europe (including the surrounding islands such as UK and Ireland) and 
Africa, and the Middle Eastern countries in the continent of Asia, south of,
 and including Turkey and west of Iran. APAC is defined as all countries not
 in Americas or EMEA geographic regions.
3. SOFTWARE OFFERING & OBLIGATIONS
3.1. Subject to the Customer's compliance with the Agreement, Broadcom 
grants the Customer a limited, nonexclusive, non-transferable license in 
object code form, for the Term to:
3.1.1. Install and deploy the Broadcom Software in the Territory up to the 
Authorized Use Limitation.
3.1.2. Permit Authorized End Users to remotely use the Broadcom Software 
for Customer's and Customer Affiliates' internal business wherever located. 
Customer hereby expressly agrees that a breach by an Authorized End User 
of the Agreement shall be considered to be a breach by and the 
responsibility of the Customer.
3.1.3. Excluding Software in the VMware product family, make a reasonable 
number of copies of the Broadcom Distributed Software for disaster recovery 
"cold standby", backup and archival purposes. Use of such copies is limited 
to testing Customer's disaster recovery procedures and effectiveness and as 
is necessary during any reasonable period subsequent to the occurrence of 
an actual disaster during which Customer cannot operate the Broadcom 
Software.
3.1.4. Make a reasonably necessary number of copies of the Broadcom 
Mainframe Software for disaster recovery purposes and use of such copies at 
another machine(s), provided the use of such copies shall be limited to:
(a) Conducting limited testing of the DR Plan's procedures and effectiveness
 so long as z/OS is not actively running except during such testing and such
 testing shall not exceed ten consecutive days in duration and shall not 
occur more than three times per annum; and
(b) The period subsequent to the occurrence of an actual disaster during 
which Customer cannot operate the Broadcom Mainframe Software in 
normal operations at a Customer Site and must invoke its DR Plan (as 
defined below).
Customer represents it has a disaster recovery plan with respect to its 
sites and the Broadcom Mainframe Software ("DR Plan"). The rights provided 
in subsection (a) above are conditioned upon Customer providing, in writing,
 the machine-type, model and serial number, for each machine used for 
disaster recovery purposes. Customer agrees to inform Broadcom of all 
disaster recovery tests seven (7) days prior to the test occurrence. After a
 disaster recovery test period, Customer shall run the IBM SCRT for ISV 
Programs to report the usage of Broadcom Mainframe Software during the 
test and shall submit to Broadcom at scrt.broadcom.com no later than ten 
(10) days after the end of the calendar month in which the test occurred.
Customer agrees to keep Broadcom informed, at Broadcom's request, of the 
identity and address of any third party providing services in the testing or
 execution of Customer's DR Plan and Customer shall require any such third 
party to agree, in writing, to the confidentiality and restricted usage 
provisions contained in this Agreement and to furnish such further factual 
confirmations with respect to its disaster recovery procedures as Broadcom 
may reasonably request from time to time. In no event may any disaster 
recovery facility under the ownership, operation or control of any third 
party be deemed to be a Customer site hereunder nor shall any such third 
party be considered a third party beneficiary for the purposes of this 
Agreement.
3.1.5. Relocate Broadcom Software to a new Customer location within the 
Territory upon prior written notice.
3.2. The Broadcom Software may be provided under terms and conditions, 
use Meter(s) and model(s) set forth within Specific Program Documentation 
("SPD") identified in applicable Transaction Document(s). The Broadcom 
Software's specifications, product use rights and specified operating 
environment information may be found in the Documentation 
accompanying the Broadcom Software, if available (e.g., a user manual, user 
guide, or readme.txt or notice.txt file). The SPD and/or Product Use Rights 
form an integral part of applicable Transaction Document and are 
incorporated by reference. If the applicable version of the Software is not 
specifically listed within the applicable Transaction Document, the SPD 
and/or Product Use Rights for the most recent prior version shall apply.
3.3. The grant of license is contingent upon Customer's compliance with the 
following obligations set out under this provision and Customer agrees that,
 except as expressly set forth in the Agreement or to the extent permitted 
by applicable law, it shall not: (i) make available, provide or sub-license 
the Broadcom Software or its results/outputs in any form other than to 
Authorized End Users, (ii) make any use of the Broadcom Software for which 
it has not paid, (iii) cause or permit de- compilation, reverse engineering,
 or otherwise translate or derive source code from all or any portion of the
 Broadcom Software; (iv) modify, unbundle, enhance or create derivative 
works of the Broadcom Software and/or Documentation; (v) rent, sell, lease, 
assign, or transfer the Broadcom Software or use the Broadcom Software to 
provide hosting, service bureau, on demand or outsourcing services for the 
benefit of a third party; (vi) remove any proprietary notices, labels, or 
marks on or in any copy or version of the Broadcom Software or 
Documentation; (vii) claim any rights in the Broadcom Software other than 
its right to use, (viii) export or use the Broadcom Software in violation of
 US or other applicable laws and regulations, or (ix) use the Broadcom 
Offerings for any prohibited end use, such as for nuclear technology 
applications, missile, or other military guidance systems and biological 
weaponry, or major radiation exposure field applications. Any right that is 
not granted to Customer under this Software Module, the Foundation 
Agreement or a Transaction Document is reserved to Broadcom. Customer 
may not use the Software in an electronic communications network that is 
used wholly or mainly for the provision of publicly available electronic 
communications services ("Public Network") in a manner that violates the 
rights to privacy or freedom of expression as outlined in the Universal 
Declaration of Human Rights and the International Covenant on Civil and 
Political Rights (collectively, "International Human Rights Standards"), of 
any individual user who directly accesses the Internet or otherwise 
transmits data through a Public Network, provided the foregoing shall not 
limit use of the Software in a Public Network to restrict, monitor, collect 
or process data accessed or transmitted by individual users based upon 
exceptions to the rights of privacy or freedom of expression that are 
recognized by International Human Rights Standards. In order to better 
understand and meet its customers' needs, Broadcom may collect, use, 
analyze and retain Customer's metadata, system topography information, 
and/or operations data and, in a confidential and anonymous manner, 
aggregate such data with similar usage data of other Broadcom customers.
3.4. Audit.
3.4.1. Customer agrees to provide verified reports and records reasonably 
requested by Broadcom to verify Customer's compliance with the Authorized 
Use Limitation and License Metric defined in the Transaction Document. 
These reporting and verification obligations remain in effect during the 
Term of the Broadcom Offering and for twelve (12) months thereafter. 
Customer agrees that, upon thirty (30) days' prior written notice, Broadcom 
or an independent third party may audit Customer's compliance with the 
Foundation Agreement, Software Module and the Transaction Document, 
remotely or at Customer's facilities. Customer shall cooperate in good faith
 with such audit, which Broadcom agrees will be confidential, and 
commercially reasonable in nature and time. If Customer's self-verification 
or Broadcom's audit reveals any unpaid or unlicensed use, Broadcom shall 
provide written notification to Customer and within thirty (30) days of such
 written notification, Customer shall order at Broadcom's then-current list 
price, a sufficient number of such Broadcom Offering(s) and any applicable 
Support to cover its past or current use in excess of the Authorized Use 
Limitation and License Metric. If an audit reveals an underpayment of ten 
percent (10%) or more of total fees owed for the review period, Customer 
will also reimburse Broadcom for its reasonable audit expenses.
3.4.2. For all Broadcom Mainframe Software, Customer shall additionally 
provide to Broadcom via upload to scrt.broadcom.com within ten (10) days 
after the end of each month the IBM SCRT product report for ISV programs 
for Customer's z/OS mainframe machines, wherever located and whether 
owned or leased by Customer and any Affiliate or any outsourcing partner, 
including all disaster recovery machines. For Customers running Broadcom 
mainframe VSE products, Customer shall provide the ISV SCRT for z/VSE 
report annually on or before each anniversary date via upload to 
scrt.Broadcom.com. For Customers running Broadcom Mainframe VM products, 
Customer shall provide a listing of the model, serial number and LPAR names 
of each CPU located at, or remotely accessing each Customer site to CA 
annually on or before each anniversary date via upload to 
scrt.broadcom.com. Customer shall retain all SMF type 70 and 89 records for 
twelve (12) months. These reporting and verification obligations remain in 
effect during the Term and three months thereafter, and upon request up to 
twelve (12) months thereafter.
3.5. Customer may request licenses to the Software that may be used only to 
upgrade or replace hardware, change data centers, or upgrade to a newer 
version of the Software ("Migration Licenses"). Customer may only use 
Migration Licenses for the period granted by Broadcom. Migration Licenses 
to the Software are provided "AS IS" without indemnification, support, or 
warranty of any kind, express or implied. Broadcom's aggregate liability 
(excluding indirect damages, for which Broadcom expressly disclaims all 
liability) for any claim arising from Customer's use of the Migration 
Licenses will not exceed $5,000 USD.
3.6. If the Broadcom Software is provided to Customer for evaluation 
purposes Section 3.1 (License Grant) is replaced with the following:
3.6.1. Broadcom grants to Customer a non-exclusive, temporary, royalty-free,
 non-assignable license to use the Broadcom Software solely for internal 
non-production evaluation subject to the applicable SPD and/or Product Use 
Rights supplement. Such evaluation license shall terminate (i) on the end 
date of the pre-determined evaluation period or (ii) sixty (60) days from 
the date of initial installation of the Broadcom Software, if no such 
evaluation period is pre-determined ("Evaluation Term"). Customer is solely 
responsible to take appropriate measures to back up its system and take 
other measures to prevent any loss of files or data. The Software may 
contain an automatic disabling mechanism that prevents its use after a 
certain period of time. Upon expiration of the Evaluation Term, Customer 
must cease use of the Broadcom Software and uninstall or destroy all copies 
of the software. Broadcom shall accept no liability for Customer's use of 
the Broadcom Software for evaluation purposes. All other terms and 
conditions of this Agreement shall otherwise apply to Customer's evaluation 
of the software.
3.6.2. THE SOFTWARE PROVIDED FOR EVALUATION MAY NOT BE TRANSFERRED AND IS 
PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE ACCOMPANYING SOFTWARE 
DOCUMENTATION IS PROVIDED FOR THE PURPOSE OF DESCRIBING THE SOFTWARE; 
BROADCOM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR OTHER BROADCOM 
COMMITMENTS, OBLIGATIONS, OR LIABILITIES, IN SUCH SOFTWARE.
4. HARDWARE OFFERING AND OBLIGATIONS
4.1. The Hardware provided to Customer pursuant to a Transaction 
Document is to be used only with the Broadcom Software that is 
pre-installed or delivered for installation. Subject to Customer's 
compliance with this Agreement, Broadcom permits Customer to use the 
Hardware solely with the Broadcom Software preinstalled or delivered for 
installation in support of Customer's internal business operations.
4.2. Certain Hardware requires Customer to register a service tag prior to 
use in the location Customer intends to use the Hardware ("Geographic Use 
Location"). In the event Customer wishes to change Customer's Geographic 
Use Location, Customer may do so at no additional cost but must contact 
Broadcom support to re-register the Hardware tag. Any change to the 
Geographic Use Location and/or any service request that requires Broadcom 
to obtain additional information and/or validate information to acknowledge 
and approve warranty service entitlements may result in a delay in providing
 warranty service entitlements.
4.3. Broadcom will provide a replacement unit for any Hardware that fails to
 operate in accordance to published configuration and technical 
specifications within the first three (3) business days after installation, 
provided that such installation must be completed within thirty (30) days 
from the date of shipment. Failure to operate does not include cosmetic or 
other defects that do not directly affect the Hardware's performance. Units 
which fail to operate must be identified as such by either a Broadcom 
technical support engineer or an authorized Broadcom representative. A new, 
like-model replacement unit will be shipped using commercially reasonable 
means to ship the replacement Hardware. Broadcom will aim to ship within 
five (5) business days from receipt of notification of product failure, 
subject to product availability. Delivery is dependent on destination and 
may be impacted by delays in customs that are beyond the control of 
Broadcom or its carriers. Customer is responsible for reading and complying 
with the return instructions included with the replacement Hardware. 
Broadcom shall not be responsible for any software, firmware, information or
 data provided by Customer or a third party that is contained in, stored on,
 or integrated with, any hardware component returned to Broadcom for 
repair or replacement, whether or not under warranty.
4.4. If Hardware is provided to Customer for evaluation, Customer will: (i) 
safeguard and protect the Hardware, (ii) not loan the Hardware to a 
third-party, (iii) not allow any lien to be imposed upon the Hardware, and 
(iv) be responsible for any damage to the Hardware beyond normal wear, 
including replacement cost if the Hardware is stolen or lost.

5. SUPPORT OFFERING
5.1. If Support is purchased as set forth within a Transaction Document, 
Broadcom will provide Customer with purchased Support in accordance with 
the guidelines at: 
https://support.broadcom.com/web/ecx/support-content-notification/-/extern
al/content/release-announcements/CA-Support-Policies/6933 (or successor 
URL). If a renewal fee for Maintenance is identified on a Transaction 
Document, then Broadcom may automatically invoice Customer for such 
renewal unless Broadcom receives not less than thirty (30) days written 
notice from Customer prior to the anniversary of the applicable Term that 
such Maintenance is not desired.
5.2. If Content Updates are included as part of Maintenance, Customer is 
granted the right to receive and use Content Updates as and when they are 
made generally available, for the Maintenance term, and only for the 
quantity, indicated on the applicable Transaction Document(s). This 
Agreement does not otherwise give Customer the right to obtain or use 
Content Updates, and any unauthorized access to or use of Content Updates 
is deemed a breach of this Agreement. Upon expiration or termination of the 
Maintenance Term, Customer must uninstall any Software component that 
facilitates the receipt of Content Updates and use of Content Updates after 
expiration or termination of the Maintenance term is a material breach of 
this License Agreement.
5.3. Software Updates/Upgrades, as provided pursuant to guidelines, may 
only be obtained for the Authorized Use Limitation or quantity indicated in 
the applicable Transaction Document. Any Software Updates/Upgrades to an 
existing license do not modify or alter Customer's Authorized Use Limitation
 or quantity. If Customer is permitted to transfer its licenses to a 
different Broadcom Software title, then Customer may receive a new 
Transaction Document on the condition that Customer cease using the 
replaced Broadcom Software prior to use of such replacement Broadcom 
Software. Software Updates/Upgrades are subject to the then-current version 
of this agreement.
6. THIRD PARTY TERMS
6.1. In the event that the Broadcom Software contains third-party software 
components, additional terms, notices and/or information that may be 
applicable to such third-party software components may be found in the 
Documentation accompanying the Broadcom Software (e.g., a user manual, 
user guide, or readme.txt or notice.txt file), and/or at 
legaldocs.broadcom.com (or successor URL).
7. SOFTWARE PERFORMANCE WARRANTY
7.1. For Distributed Software. Broadcom warrants that the Distributed 
Software as defined in the Transaction Document will operate materially in 
accordance with the applicable specifications set forth within the 
Documentation for a period of ninety (90) days after delivery of the 
Broadcom Software subject to Customer's compliance with the Agreement.
7.2. For Mainframe Software. Broadcom warrants that the Mainframe 
Software will operate materially in accordance with the applicable 
specifications set forth within the Documentation for the Term, subject to 
Customer's compliance with the Agreement.
8. SOFTWARE PERFORMANCE WARRANTY REMEDY
8.1. If Broadcom has breached either warranty set forth in the section 
entitled: Performance Warranty, Customer's remedy is for Broadcom to, in 
consultation with Customer, to either (i) use reasonable efforts consistent 
with industry standards to cure the defect, or (ii) replace the Broadcom 
Software(s) with one that materially complies with the Documentation, or 
(iii) terminate the license and provide a prorata refund of the license fees
 paid and or Support fees. To Customer or Broadcom Partner (wherefrom the 
non-compliant Broadcom Offering was procured). If option (iii) applies, the 
pro-rata refund shall be calculated on the number of months left remaining 
on the Term of the applicable Transaction Document or if the Broadcom 
Software is licensed under Perpetual License, using (only for purposes of a 
refund calculation) an amortization schedule of three (3) years. The above 
warranty remedies are Broadcom's sole obligation and Customer's sole and 
exclusive remedy for the breach of the above warranty.
8.2. Warranty remedies are conditioned upon (i) any error or defect reported
 is reasonably reproducible by Broadcom, (ii) the Broadcom Software is not 
modified and is being used in accordance with Broadcom Documentation, 
and (iii) the breach is not attributable in whole or in part to any 
non-Broadcom product(s) or service(s).
9. HARDWARE PERFORMANCE WARRANTY
9.1. Broadcom warrants that the Hardware shall be substantially free from 
material defects in material and workmanship under normal authorized use 
and service and will substantially conform to the written documentation 
accompanying the Hardware for twelve (12) months from date of shipment 
(the "Hardware Warranty Period"). Any third party hardware that is (a) not 
manufactured by Broadcom; (b) not embedded within the Broadcom 
Offerings manufactured by Broadcom; or (c) identified as separate items on 
Broadcom's price list or quotes shall be subject exclusively to the 
manufacturer's warranty for such third party hardware.
10. HARDWARE PERFORMANCE WARRANTY REMEDY
10.1. Upon confirmation of a defect or failure of a Hardware, or component 
and depending on the
then-current Geographic Use Location of the Hardware, Customer's sole and 
exclusive remedy for defective Hardware, or component thereof, if notified 
within the Hardware Warranty Period, shall be for Broadcom to arrange for, 
at its sole option and discretion, to: (i) repair or replace the defective 
Hardware, or component thereof, with either a new or refurbished 
replacement Hardware, or component, as applicable; (ii) provide onsite 
repair services for any defective Hardware, or component; or (iii) repair or
 replace any defective Hardware returned to Broadcom through Broadcom's 
Returned Merchandise Authorization Services process for Hardware. The 
instructions on how to submit a request are detailed at 
https://support.broadcom.com/web/ecx/support-content-notification/-/extern
al/content/release-announcements/CA-Support-Policies/6933, (or successor 
URL). Any repaired parts or components or replacement parts or components 
provided by Broadcom pursuant to any Hardware warranty service shall be 
warranted only for ninety (90) days, provided, however, that Customer's 
warranty for such part or component may become void due to improper 
installation or other damage to such parts or components. Customer must 
remove all data from Hardware before returning it to Broadcom. All defective
 Hardware, or any component thereof, which has been replaced, shall 
become the property of Broadcom. All defective Hardware, or any component 
thereof, which has been repaired, shall remain Customer's property. THE 
FOREGOING IS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND BROADCOM'S SOLE AND 
EXCLUSIVE LIABILITY FOR BROADCOM'S BREACH OF THIS LIMITED WARRANTY.

SaaS Module
1. INTRODUCTION
1.1. This Module for Software as a Service ("SaaS Module") between the 
applicable Regional Broadcom Entity set forth in the referencing Transaction
 Document, a Broadcom Inc. company, ("Broadcom"), and Customer, 
("Customer"), is effective on the date set forth in the referencing 
Transaction Document, and specifies the terms and conditions which apply 
to SaaS that Broadcom will provide to Customer.
1.2. This SaaS Module incorporates by reference the terms of the Foundation 
Agreement effective on the date set forth in the referencing Transaction 
Document between Broadcom and Customer (or Broadcom Partner). Any 
capitalized terms used in this SaaS Module shall have the meanings given in 
the Foundation Agreement unless otherwise provided herein.
2. DEFINITIONS
2.1. "Authorized Use Limitation" or "Meter" means the limitation on usage of
 SaaS as measured by the Billing Metric specified in the Transaction 
Document.
2.2. "Authorized Users" means Customer, its employees and independent 
contractors and/or Customer Affiliates or as otherwise defined in the SaaS 
Listing, that access and use SaaS provided that they are bound by terms and 
conditions no less restrictive than those contained in the Agreement and 
solely to the extent that they are acting on behalf of Customer or Customer 
Affiliates.
2.3. "Billing Metric" means the metric for billing SaaS to Customer as 
defined in the SaaS Listing (e.g., users, transactions, etc.).
2.4. "Customer Data" means any information uploaded by Authorized Users 
or Customer authorizes access for processing by Broadcom on behalf of 
Customer in the course of accessing and using SaaS.
2.5. "Data Center Region" means a geographic region that is served by one 
or more hosting facilities for Broadcom SaaS. Broadcom Data Center Regions 
are set out in the SaaS Listing.
2.6. "Force Majeure Event" means an event that arises out of causes beyond 
a Party's reasonable control, including, without limitation, war, civil 
commotion, act of God, strike or other stoppage (whether partial or total) 
of labor, any law, decree, regulation or order of any government or 
governmental body (including any court or tribunal) and/or delays or 
outages caused by an internet service provider or independent (not a Party's
 subcontractor) hosting facility.
2.7. "Non-Production" means any Customer deployed environment that is 
not Production such as development, test, staging, demonstration, or 
training environments.
2.8. "Production" means the "live" environment of SaaS that Customer uses 
as their primary business environment.
2.9. "SaaS", "SaaS Offering", "Online Service", or "Cloud Service" means the
 version of the Broadcom software and/or type of service defined in the 
Transaction Document and made available to Authorized Users via the 
Internet.
2.10. "SaaS Listing" means the operating parameters, data and data center 
location(s), applicable audit standards, availability standards and any 
other details for the specific SaaS Offering as published or made available 
by Broadcom. SaaS Listings may define provisioning and management processes
 applicable to the SaaS Offering, types and quantities of system resources 
(such as storage allotments), functional and technical aspects of the SaaS, 
as well as a catalogue of available service requests. SaaS listings are 
available at https://www.broadcom.com/support/whyca/saas/saas-resources.
2.11. "SaaS Support" means support of the SaaS Offering so it operates 
materially in accordance with the Documentation.
2.12. "Scheduled Downtime" means planned downtime of SaaS availability 
for periodic and required maintenance events, including but not limited to, 
upgrades and updates to the SaaS and data center infrastructure where 
Broadcom provides notice to Customer at least 72 hours in advance.
2.13. "Service Level Availability" or "SLA" means the targeted availability 
levels measured in the Production environment, as specified in the SaaS 
Listing which may vary according to each SaaS Offering and its component 
capabilities.
2.14. "Security Breach" means access to Customer Data by an unauthorized 
person or entity.
2.15. "Subscription Term" means the initial or renewal period of the 
subscription to a SaaS Offering as set out in the Transaction Document.
2.16. "Trial Period" means the period of time that Customer accesses and 
uses SaaS for evaluation, proof of concept, or trial set out in the 
Transaction Document. If no time is indicated, then the period shall be set 
for thirty (30) days from the effective date of the Transaction Document. 
For avoidance of doubt, only a Transaction Document which explicitly states 
that it is for trial or evaluation by the Customer shall be considered a 
trial use.
3. SAAS OFFERING
3.1. Subject to the Customer's compliance with the Agreement, Broadcom 
provides Customer a nontransferable and non-exclusive right for Customer 
and its Authorized Users to access and use SaaS for the Customer's internal 
business use during the Subscription Term in accordance with the Agreement.
3.2. If SaaS is provided on a trial basis, Customer agrees to access and use
 SaaS solely for trial and evaluation purposes during the Trial Period, in 
accordance with the usage restrictions set forth in the Transaction 
Document. At the end of the Trial Period, Customer's right to access and use
 SaaS automatically expires and Customer agrees to cease accessing and 
using SaaS and to de-install any agents or copies of software provided as 
part of the SaaS and certify to Broadcom in writing that all copies or 
partial copies of any such software have been deleted from Customer's 
computer libraries and/or storage devices and destroyed. If Customer desires
 to continue its use of SaaS beyond the Trial Period, Customer may enter 
into a Transaction Document and pay the applicable fees. DURING TRIAL 
PERIODS, CUSTOMER AGREES TO ACCESS AND USE SUCH SAAS ON AN AS IS BASIS AND 
AGREES THAT Broadcom PROVIDES NO WARRANTIES, SLAS OR INDEMNITIES ARISING 
OUT OF SUCH ACCESS AND USE. ANY DATA ENTERED OR CONFIGURATION OF THE SAAS 
DURING THE TRIAL PERIOD WILL NOT BE STORED OR AVAILABLE AFTER THE TRIAL 
PERIOD.
4. FEES
4.1. The Authorized Use Limitation and associated fees shall be as set out 
on the Transaction Document. Customer agrees that the purchase of any SaaS 
is not contingent on Broadcom providing any future features or 
functionalities.
4.2. For Subscription Terms that are invoiced in advance, Customer may 
increase the Authorized Use Limitation or Meter amount at any time, by 
executing a Transaction Document for additional SaaS. If Customer's current 
use of a SaaS offering exceeds the Authorized User Limitation or Meter 
amount shown on Customer's applicable Transaction Document, then 
Customer, or its delegated Broadcom Partner, must promptly submit a new 
order for the additional use, which will be invoiced at the then-current 
rates, or as mutually agreed upon by the Parties, through the current 
Subscription Term, and the aggregate Authorized Use Limitation or Meter 
amount will be the basis for any renewal of the Subscription. Broadcom 
reserves the right to invoice Customer for any additional use, at the 
then-current rates, if a corresponding order is not promptly received.
5. CUSTOMER DATA
5.1. Customer exclusively owns all rights, title and interest in and to all 
Customer Data. Customer Data will be stored and processed in the applicable 
Data Center Region. Broadcom shall not access Customer's user accounts, or 
Customer Data, except in response to SaaS or technical issues where 
Customer requests or consents to such access in consultation with Broadcom. 
Customer acknowledges and agrees that Broadcom may use Customer Data 
to the extent necessary for the purposes of detecting, blocking, analyzing 
and reporting cyber-threats in the delivery of any Symantec product family 
offerings, including, but not limited to, the following purposes: (i) the 
development of threat intelligence resources aiming at improving the ability
 of networks and systems to resist unlawful or malicious actions 
compromising the security of information and services accessible via such 
networks and systems; and (ii) the development and enhancement of any 
Broadcom Offerings.
5.2. Broadcom will collect, modify and analyze metadata and/or operations 
data which does not contain any Customer Data, such as system log files, 
configuration, performance, usage data and transaction counts which relate 
to system utilization and performance statistics, all as deemed necessary by
 Broadcom.
5.3. Customer may access Customer Data, reports and/or information through 
SaaS until the end of the Subscription Term. Deletion of Customer Data will 
occur either (a) after the end of the Subscription Term or (b) as specified 
in the SaaS Listing. Customer is responsible for ensuring that it has 
necessary copies of Customer Data prior to expiration or termination.
5.4. Customer is responsible for obtaining all approvals and consents 
required by any third parties to use the SaaS. Broadcom is not in default of
 its obligations if it cannot provide the SaaS when approvals or consents 
have not been obtained or any third party otherwise validly prevents 
Broadcom from providing the SaaS. Customer is responsible for its account 
information, passwords and other login credentials and must notify 
Broadcom immediately of any known unauthorized possession or use of your 
credentials.
5.5. In case of a Force Majeure Event, Customer acknowledges and agrees 
that Customer Data may not be fully recoverable beyond the last restoration 
archive point, the frequency of which is described in the SaaS Listing.
5.6. Customer agrees not to provide any health, payment card, biometric, or 
similarly sensitive personal information that imposes specific data security
 obligations for the processing of such data unless it is a supported 
feature in the Documentation of the applicable SaaS Offering and Customer 
completes the appropriate agreements with Broadcom, if applicable.
6. SECURITY
6.1. Broadcom will maintain and administer a security policy with physical 
and technical safeguards designed to protect the security, integrity and 
confidentiality of the Customer Data. Broadcom runs security background 
checks on all operations staff. Broadcom shall adhere to and subject such 
policies and practices to an audit under the compliance criteria defined in 
the applicable SaaS Listing. A copy of Broadcom's audit reports and 
certifications can be found at 
https://www.broadcom.com/support/why-ca/saas/complianceauditreports
6.2. Broadcom is not responsible for unauthorized access, alteration, theft 
or destruction of Customer Data arising from Customer's own or its 
Authorized Users' actions or omissions in contravention of the 
Documentation. Customer's ability to recover any lost data resulting from 
Broadcom's misconduct is limited to restoration by Broadcom from the most 
recent back-up.
6.3. In the event that Broadcom has determined that a Security Breach will 
or is likely to cause harm to the Customer or an Authorized User, Broadcom 
will, as promptly as practicable but in no event later than as required by 
law, provide Customer with notice of the Security Breach. After initial 
notification, Broadcom will keep Customer updated at periodic intervals on 
the steps taken by Broadcom to investigate the Security Breach including 
providing a reasonably detailed incident report, including measures to be 
taken by the Customer to minimize potential damages. Such report will be 
provided promptly following completion of the report. The Parties 
understand and agree that if Broadcom is prevented by law or regulation 
from providing such notice(s) and/or reports within the time frames, such 
delay shall be excused. In the event of a security risk to a SaaS Offering 
or its users, Broadcom may suspend Customer's use of that SaaS Offering.
7. SAAS SUPPORT
7.1. Customer shall be provided with SaaS Support during the Subscription 
Term in accordance with the applicable Broadcom Support Policy at 
https://support.broadcom.com/ or as specified in the applicable SaaS 
Listing. To access SaaS Support, Customer may utilize the Broadcom support 
website, or other site or notification mechanism as Broadcom may designate 
from time to time.
7.2. Broadcom, in its sole discretion, will provide Customer as much 
notification as reasonably possible and will generally aim to provide twelve
 (12) months' notice of the last date of an Online Service's availability. 
Broadcom will provide such notification to Customer's then-current business 
or technical contact, and/or by publication on the applicable administrator 
portal for the Online Service(s). Once an Online Service is no longer 
available, Customer will no longer have access to or use of the Online 
Service.
8. MAINTENANCE AND UPGRADES
8.1. Broadcom may make changes or updates to the SaaS, SaaS infrastructure 
(such as compute infrastructure, storage technology, security, technical 
configurations, hosting facilities within Data Center Region, etc.), or SLA 
that do not materially degrade the deployment and consumption of the 
SaaS Offering during the Subscription Term including to reflect changes in 
technology, industry practices, and/or patterns of system use.
9. CUSTOMER RESPONSIBILITIES
9.1. Customer is responsible for all activities that occur in, or are 
related to, user accounts including the data, information stored or 
transmitted when accessing SaaS. All applications residing within Customer's
 environment or installed on third party service provider's environments on 
behalf of Customer that integrate to SaaS shall be managed and supported 
by Customer. Customer is also responsible for managing components that 
are downloaded onto their environment such as web browser based software 
plug-ins that extend SaaS.
9.2. The SaaS Offerings do not include Customer configurations, nor policies
 and procedures implemented and set by Customer that are available through 
the SaaS Offering. Customer acknowledges and agree that it is solely 
responsible for selecting its configurations and assuring that the selection
 conforms to its policies and procedures and complies with all applicable 
laws and regulations in jurisdictions in which Customer is accessing the 
SaaS Offering(s).
9.3. As Customer may integrate or utilize third party links to other 
software, hardware or other services which are associated with, or otherwise
 available through the SaaS, Customer agrees that it and/or Customer 
Affiliates, its Authorized Users and anyone acting on their behalf shall use
 such third party links at their sole discretion. Broadcom shall have no 
responsibility or liability with respect to such third party links used by 
Customer and/or Customer Affiliates, its Authorized Users or for any act or 
omission of any such third party provider. Customer must: (a) take 
appropriate steps to protect Customer Data; (b) notify Broadcom as soon as 
possible if Customer believes its account has been compromised; and (c) 
reasonably cooperate with Broadcom to resolve issues related to Customer's 
use of the Cloud Service.
9.4. Customer shall not: (i) make SaaS available to any third party not 
authorized or as otherwise contemplated by the Agreement; (ii) send or store
 code that can harm or result in damage to SaaS (including but not limited 
to malicious code and malware); (iii) willfully interfere with or disrupt 
the integrity of SaaS or the data contained therein; (iv) attempt to gain 
unauthorized access to the SaaS or its related system or networks; (v) use 
SaaS to provide services to third parties except as expressly permitted by 
the Agreement; (vi) use SaaS in order to cause harm such as overload or 
create multiple agents for the purpose of disrupting operations of a third 
party; (vii) remove or modify any program markings or any notice of 
Broadcom's or its licensors' proprietary rights; (viii) perform or disclose 
any benchmark or performance tests on the SaaS; or (ix) perform or disclose 
any of the following security testing of the SaaS environments or associated
 infrastructure: network discovery, port and service identification, 
vulnerability scanning, password cracking, remote access testing, 
penetration testing or any other test or procedure not authorized in the 
Documentation. A breach by the Customer of its obligations under this 
section shall be considered a material breach of the Agreement.
10. WARRANTY
10.1. Broadcom warrants that during the Subscription Term, the SaaS shall 
perform materially in accordance with the applicable Documentation subject 
to Customer's compliance with the Agreement. During any Trial Period, this 
warranty shall not apply.
10.2. Customer warrants that (i) it has the right to transmit Customer Data 
and any data or information as may be required for the purposes of 
accessing SaaS, (ii) it is responsible for all activities that occur in user
 accounts, and (iii) it shall not misuse SaaS by sending spam or otherwise 
duplicative or unsolicited messages or store infringing, obscene, 
threatening, or otherwise unlawful material or material that is harmful to 
children or violates third party privacy rights.
11. WARRANTY REMEDY
11.1. If it is established that Broadcom has breached the above warranty, 
Broadcom may, at its option,
(i) use reasonable efforts to cure the defect in the SaaS; (ii) replace the 
SaaS with SaaS that materially conforms to the specifications in the 
Documentation; (iii) in the event Broadcom cannot, after commercially 
practicable attempts to do so, achieve the remedies in (i) or (ii), 
Broadcom may terminate the subscription to the SaaS and provide a refund 
to Customer or Broadcom Partner of pre-paid, unused fees calculated against 
the remainder of the Subscription Term as of the effective date of such 
termination. Customer must report the alleged breach of warranty with 
reasonable specificity in writing within thirty (30) days of its occurrence 
to benefit from this warranty and the remedies stated herein. The above 
warranty remedies are Broadcom's sole obligation and Customer's sole and 
exclusive remedy for beach of the above warranty.
12. SERVICE LEVEL COMMITMENT
12.1. The Service Level Availability is measured against reports that 
Broadcom runs on a regular basis based on objective criteria. Reports are 
available to Customer upon request. If Customer cannot access SaaS during 
the Subscription Term, Customer should contact Broadcom to receive SaaS 
Support.
12.2. If it is determined by Customer and confirmed by Broadcom that SaaS 
is unavailable beyond the default threshold identified in the applicable 
SaaS Listing measured on a monthly basis during three contiguous months, 
then Customer has the right to elect any of the remedies specified therein.
12.3. The following events shall be excluded from the calculation of Service
 Level Availability: (i) Force Majeure Event; (ii) outages due to Scheduled 
Downtime; (iii) outages based on Customer networks or domain name server 
issues; (iv) Customer's configuration, scripting, coding drafted by Customer
 without Broadcom's authorization or knowledge; (v) internet outages; (vi) 
outages requested by Customer; (vii) Customer changes to its environment 
which hinder SaaS production;
(viii) outages to remedy a security vulnerability or as required by law and 
(ix) inability for Customer to log in to SaaS service because of dependence 
on non- Broadcom provided services or components (e.g., Lightweight 
Directory Access Protocol (LDAP) in Customer's environment).

Services and Education Module
1. INTRODUCTION
1.1. This Module for Services and Education ("Services Module") between the 
applicable Regional Broadcom Entity set forth in the referencing Transaction
 Document, a Broadcom Inc. company, ("Broadcom"), and Customer, 
("Customer"), is effective on the date set forth in the referencing 
Transaction Document, and specifies the terms and conditions which apply 
to Services and Education that Broadcom will provide to Customer.
1.2. This Services Module incorporates by reference the terms of the 
Foundation Agreement between Broadcom and Customer. Any capitalized terms 
used in this Services Module shall have the meaning given in the Foundation 
Agreement unless otherwise provided herein.
2. DEFINITIONS
2.1. "Broadcom Intellectual Property" includes Deliverables, business 
processes, software, tools, databases, data, materials, information, and any
 derivatives or modifications thereof, which includes, without limitation 
any and all patents, copyrights, trademarks, trade secrets, and other 
intellectual property rights therein, that are either (i) owned at any time 
(ii) developed independently of the Services (iii) licensed from a third 
party, or (iv) Modifications.
2.2. "Broadcom Personnel" means employees, sub-contractors or agents on 
behalf of Broadcom that have entered into confidentiality provisions no less
 restrictive than defined in the Agreement.
2.3. "Course Materials" means any Education content provided to Customer 
in any media pursuant to a Transaction Document, including without 
limitation, all publications, courseware, training manuals and materials, 
user guides, web portals, or virtual labs provided by Broadcom or a 
Broadcom subcontractor.
2.4. "Customer Intellectual Property" means Confidential Information and 
any business requirements, materials, information and/or intellectual 
property owned or licensed that is provided by Customer, which includes, 
without limitation all patents, copyrights, trademarks, trade secrets, and 
other intellectual property rights that may be accessed or used during the 
provision of Services but in all cases excludes any Broadcom Intellectual 
Property.
2.5. "Deliverables" means Packaged Work Product and/or other items 
provided to the Customer pursuant to an SOW.
2.6. "Education" means any standard or customized education offerings, 
training or instruction, or related services, provided by Broadcom or a 
Broadcom subcontractor in any format or location, including without 
limitation, (i) instructor led training, including at Broadcom or Customer 
site(s), (ii) virtual training, including online classes, courses, or course
 catalogues and/or (iii) class room training or testing.
2.7. "Packaged Work Product" means any Broadcom Intellectual Property 
developed prior to or during the Services which relates to the functionality
 of Broadcom Software provided to the Customer as a Deliverable pursuant 
to a Statement of Work.
2.8. "Project Coordinator" means the individual appointed by a Party to act 
as a project coordinator for each Services engagement to (i) coordinate the 
performance of its obligations under the Agreement, (ii) act as its 
representative regarding the Services, and (iii) maintain primary 
responsibility for communication with the other Party in relation to the 
Services.
2.9. "Services Documentation" means the documentation provided to the 
Customer pursuant to a Services engagement, including without limitation, 
such documentation describing the project specifications, design, 
configuration, architecture and testing procedures, Course Materials or 
installation and user guides, as applicable.
2.10. "Services" means the professional services or Education services 
provided by Broadcom or its designated subcontractors to the Customer as 
set out in the relevant SOW.
2.11. "SOW" or "Statement of Work" means a description of Services to be 
provided or as referenced in the Transaction Document.
3. SERVICES OFFERING
3.1. Broadcom will provide the Services as agreed in an SOW or Transaction 
Document, on the basis of time and materials, or retainer each of which will
 be further described in the SOW or Transaction Document.
3.2. Broadcom will determine the resources required for the provision of the
 Services.
3.3. Customer may request Broadcom to change any particular Broadcom 
Personnel assigned to the provision of the Broadcom Services upon prior 
written notice provided that it can show reasonable cause for such request. 
Broadcom will use reasonable efforts to replace such Broadcom Personnel 
subject to parties agreeing any impact within a change order.
4. EDUCATION OFFERING
4.1. Broadcom will provide Education as agreed in a Transaction Document. 
The Transaction Document will indicate the courses or classes ordered, fees,
 the number of attendees and the location of the Education services, if 
applicable. Customer is responsible for any travel costs and/or expenses 
incurred to attend Education.
5. COOPERATION
5.1. Each Party acknowledges that the success of the Services requires the 
cooperation of both Parties. Customer and Broadcom shall each assign, 
where appropriate, a Project Coordinator that has requisite authority to 
decide day-to-day questions that may arise in relation to the Services as 
defined in the SOW.
5.2. Customer acknowledges and agrees that in order for Broadcom to 
effectively perform the Services in a timely manner, Customer will cooperate
 with Broadcom by making available on a timely basis (i) management 
decisions, information, approvals and acceptances required by Broadcom for 
the completion of the Services; (ii) appropriate access to Customer 
facilities, personnel, equipment, resources and systems; and (iii) any 
relevant information and documentation as necessary to facilitate 
performance of the Services. In addition to the above, Customer shall supply
 Broadcom Personnel with suitable office and work space, and normal office 
equipment and support, adequate computer resources (including necessary 
rights to third party software), internet, telephone and facsimile support 
as necessary to perform the Services.
5.3. Each Party agrees to assign competent and qualified staff to 
participate in the performance of the Services.
5.4. During the provision of Services and for six (6) months thereafter, 
Customer shall not actively solicit for hire, nor knowingly allow its 
employees to solicit for hire, any employee of Broadcom associated with the 
performance of Services without the prior written consent of Broadcom. This 
provision shall not restrict in any way the right of Customer to solicit 
generally in the media for required personnel, and shall not restrict 
employees, contractors, or representatives of Broadcom from pursuing on 
their own initiative employment opportunities from or with Customer. The 
parties agree that violation of this provision will subject the violating 
party to liquidated damages consisting of an amount equal to three (3) 
months' salary for each hired employee solicited in contravention of this 
section.
6. FEES AND EXPENSES
6.1. Customer will pay to Broadcom the fees, expenses and other charges as 
provided for and approved pursuant to the Transaction Document and such 
expenses shall be in accordance with Broadcom's expenses policy.
6.2. The Services are to implement the pre-existing features and functions 
of Broadcom Software and do not include any customization or development 
activity that impacts any of the full features and benefits and underlying 
source code of the Broadcom Software. Payment of license fees and/or 
Support fees for Broadcom Software is not contingent upon Customer 
receiving the Services.
6.3. Partners. If the Broadcom Offering was ordered through a Broadcom 
Partner or a Broadcom Partner's reseller, Section 6.1 shall not apply.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Customer shall retain all rights in and to Customer Intellectual 
Property, including all Customer Intellectual Property that may be contained
 in the Deliverables, and such rights shall remain vested in Customer.
7.2. Broadcom shall retain all rights in and to all Broadcom Intellectual 
Property and such rights shall remain vested in Broadcom.
7.3. If information or materials are used by a Party in the performance of 
its obligations in the Agreement, such use of information or materials shall
 not transfer ownership of that information or materials to the other Party.
7.4. Customer shall have the right to modify or adapt the Deliverables 
excluding any Packaged Work Product as required or deemed appropriate by 
Customer ("Modifications"), however any such Modification shall render void 
any warranties or indemnities provided by Broadcom and its licensors or 
subcontractors.
7.5. Broadcom grants to Customer, a non-exclusive, limited, non-transferable
 license to use the Deliverables and Modifications for internal business 
purposes subject to terms of the Agreement. Where the Deliverables or 
Modifications are to be used in conjunction with Broadcom Offering then 
the license to use the Deliverables or Modifications shall be consistent 
with the usage limitations as set out in the license agreement for such 
Broadcom Offering.
8. WARRANTY
8.1. Broadcom warrants that (i) it will perform the Services and Education 
as detailed in the applicable SOW; and (ii) any Deliverable provided 
pursuant to a Transaction Document will conform to the Services 
Documentation for thirty (30) days from the day of delivery.
8.2. Customer shall provide written notice of a warranty claim within thirty
 (30) days of date of delivery ("Notice") of the Services or Education 
claimed defective or in the case of a Deliverable, the date of delivery, 
that gave rise to the warranty claim. If Notice is not provided to Broadcom 
then the Deliverable, Services and/or Education will be deemed delivered in 
accordance with the warranty obligations.
9. WARRANTY REMEDY
9.1. In the event of a breach by Broadcom of the above Warranty section, 
Customer's remedy, at Broadcom's discretion and in consultation with 
Customer, shall be to re-perform the Services and/or Education at no 
additional charge to Customer or to refund the applicable fees paid to 
Customer (or Broadcom Partner), which correspond to the Services, applicable
 Deliverable or Education. These remedies are contingent upon the following:
 (i) that the Deliverable has not been modified by Customer; and (ii) that 
the alleged breach did not result from Customer's failure to abide by its 
obligations defined in the applicable Transaction Document or for its 
failure to follow the Services Documentation. To the maximum extent 
permitted by applicable law, the above warranty remedies are Broadcom's 
sole obligation and Customer's sole and exclusive remedy for breach of the 
above warranty.
10. CHANGE REQUEST, CANCELLING, AND RESCHEDULING
10.1. Upon request by Customer or Broadcom, the scope of Services may be 
adjusted through a mutually agreed change order defining the impact of any 
changes, including the fees or any other aspect of the provision of the 
Services.
10.2. Customer must provide written notice at least 10 business days prior 
to the start of the Services to reschedule or cancel a SOW. If Customer 
reschedules or cancels a SOW, Customer must pay all non-refundable expenses
 incurred by Broadcom.