1. Definitions. For the purposes of this Agreement the following definitions shall apply.

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SOFTWARE SUPPORT AGREEMENT

This Agreement is made the _____ day of ___________, 201__, between ABC Service LLC, an Illinois limited liability company, located at 555 Skokie Blvd, Suite 200, Northbrook, IL ("ABC") and Washington Corporation, a Delaware corporation, located at ____________________________________________________ ("Client").

1. Definitions. For the purposes of this Agreement the following definitions shall apply.

(a) “Commencement Date” means the commencement date set forth in the Statement of Work.

(b) "Software" means (i) the software products identified in the Statement of Work, including related support utilities, run-time support programs and libraries, and security programs, if any; (ii) the related user documentation; and (iii) modifications and improvements of such software products.

(c) “Statement of Work” means one or more statements of work and all amendments and addendums thereto executed by ABC and Client in connection with this Software Support Agreement, which shall describe the Software, Support Services to be provided in connection with the Software, pricing and payment terms for the Support Services, and any additional terms as the parties may agree.

(d) "Support Services" shall mean the support services offered by ABC in respect of the Software as set out in the Statement of Work.

2. Support Services. ABC shall provide Client with the Support Services as described in the Statement of Work.

3. Fees and Payments.

(a) The Client shall pay ABC the fees with respect to the Support Services as set out in Statement of Work. Such fees are due as set out in the Statement of Work.

(b) ABC may modify the fees for Support Services by giving to the Client not less than forty-five (45) days' written notice, such modification to be effective on the next anniversary of the Commencement Date.

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(c) ABC shall submit invoices to the Client in respect of fees due under this Agreement.

The Client agrees to pay ABC such fees on or before the due date for payment. The Client agrees to pay all taxes, rates, or governmental levies (other than ABC's income tax) which are payable for the provision of the Support Services under this Agreement.

(d) If any fees, charges, or expenses payable under this Agreement are in arrears for more than thirty (30) days, then ABC may charge the Client interest on the overdue amount at the rate of one and one-half percent (1 1/2%) percent of the outstanding balance per month or the maximum interest rate permitted by law commencing upon the date the amount became overdue. In addition, ABC may suspend Support Services until payment has been received by ABC.

4. Warranty: Limitation of Liability. ABC warrants that the Support Services shall be performed in a professional manner. In the event of a breach of this warranty, ABC shall cause to be performed correctly the Support Services in respect of which the warranty has been breached. Any claim for breach of ABC's warranty hereunder must be made, by written notice to ABC, within two weeks following the date of completion of the Support Services for which the claim is made. In the event ABC provides Client any equipment or commercially available software as a part of this Agreement, Client will look exclusively to the manufacturer of such equipment or software for any warranty claims relating thereto, and ABC shall have no responsibility for such items.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

ABC's liability for damages, regardless of the form of the action, is limited to the fees received under the Statement(s) of Work in question. UNDER NO CIRCUMSTANCES SHALL ABC BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, LOST GOODWILL OR WORK STOPPAGE), REGARDLESS OF THE THEORY OF RECOVERY AND REGARDLESS OF WHETHER CLIENT HAS BEEN ADVISED OF THAT POSSIBILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR WARRANTY.

5. Term and Termination.

(a) This Agreement with respect to any Statement of Work shall commence upon the applicable Commencement Date and shall continue for an initial period of one year and will be renewed automatically for successive twelve month periods unless terminated upon written notice, without prejudice to any other rights or remedies under this Agreement or in law, in any one of the following events:

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(i) by either party if the other party commits a material breach of this Agreement and fails to remedy such breach within thirty days after having been given written notice to do so;

(ii) by either party if the other party is unable to pay its debts as they become due, commits an act of bankruptcy, becomes bankrupt, goes or is put into liquidation (other than solely for amalgamation or reconstruction) or if a receiver or administrative receiver is appointed over any part of such other party's assets;

(iii) by either party giving thirty (30) days' written notice to the other for the Agreement to expire at the end of the then current Support Service year.

(b) Termination of this Agreement will not discharge either party from performing any obligations or from payment of any sums already due or arising by reason of the termination.

6. Force Majeure. Neither party shall be under any liability to the other party for any delay or failure to perform any obligations under this Agreement (except failure to pay) if the same is wholly or partly caused, whether directly or indirectly, by circumstances beyond its reasonable control, provided the affected party provides the other party with written notice of the force majeure event within a reasonable time of its occurrence.

7. Confidentiality. Each party shall, and shall cause its personnel to, hold and deal with in strict confidence all information relating to the other party's business which is clearly designated as confidential.

8. Employee Solicitation. Client shall not without ABC's written consent solicit for employment, offer employment or hire or contract, directly or indirectly, with any of ABC’s existing or former employees, agents, representatives or subcontractors who provided services in connection with this Agreement or any Services performed under a Statement of Work within the twelve (12) months following the termination of his or her employment or other contractual relationship with ABC.

ABC shall not without Client's express written consent solicit for employment or employ or offer employment to any Client service or operational employee within the twelve (12) months following termination of his or her employment with Client.

9. General.

(a) The Client may not assign or transfer any right or obligation under this Agreement without ABC's prior written consent.

(b) No failure or delay by either party in enforcing or exercising any provision of this Agreement against the other shall prejudice or restrict the rights of that party nor shall any waiver of

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its rights operate as a waiver of any subsequent breach.

(c) Any notice required or permitted under this Agreement shall be in writing and sent by registered post, overnight courier service, or facsimile provided such facsimile is confirmed as received to the address set out above or to such other address which the parties may have specified in writing from time to time and shall be deemed to be served two working days following the date of posting or within one working day of transmission in the case of facsimile where a working day shall mean Monday to Friday excluding public holidays.

(d) This Agreement together with all Statements of Work, Addenda and Amendments executed hereunder or thereunder constitute the entire agreement between the parties relating to the subject matter and supersedes all prior written or oral representations, proposals, or communications.

No modification to this Agreement or any Statement of Work will be effective unless in writing and signed by authorized signatories of both parties. Any terms and conditions set forth in any Client order form or other correspondence shall be without effect.

(e) If any provision of this Agreement is determined as invalid, unlawful, or unenforceable then the remaining provisions shall continue in full force and effect.

10. Governing Law. This Agreement will be construed and governed by the laws of the State of Illinois.

The parties agree that having read this Agreement they agree to be bound by its terms.

AS WITNESS the hands of the duly authorized signatories of the parties hereto.

ABC-Catalyst LLC Washington Corporation

by:_________________________ by:_______________________________

_________________________ ______________________

Name: ___________________________ Name: ___________________________

Title:___________________________ Title:___________________________

Date: ___________________________ Date:___________________________

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SCHEDULE A SOFTWARE DETAILS

Security Device Client Support

Software Numbers Contact Service

Name Quantity (if applicable) Name Fee

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Commencement Date:_________________________________________________

Expiration Date: _________________________________________________

Location of Personal Computers: ___________________________________

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