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. The 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/-/external/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/-
/external/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.
