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ACCEPTANCE FORM FOR END USER LICENSE AGREEMENT (for SAP On Premise indirect sales) This Acceptance Form for End User License Agreement (for SAP On Premise indirect sales) (“EULA Acceptance Form”) is between SAP ESTONIA OU, an Estonian corporation, with offices at Parnu mnt 15, 10141 Tallinn, Estonia (hereinafter “SAP”) and Tervise ja Heaolu Infosüsteemide Keskus, with offices at Gonsiori 29, 15027 Tallinn (hereinafter “End User”), together referred to as “Parties”. Relevant SAP Partner: S.Y.B. Estonia OÜ, Lõõtsa 8, 11415 TALLINN ("Partner") “Effective Date” means the date on that the last signature was affixed to this EULA Acceptance Form. “Territory” means Worldwide, subject to applicable export control laws as may be updated from time to time by the applicable jurisdiction and subject to Section 12.5 of the EULA. RECITAL WHEREAS, End User has purchased or will purchase certain SAP software as identified in Schedule 1 from the Partner. WHEREAS, SAP wants to grant End User the right to use the SAP software as identified in Schedule 1. NOW THEREFORE, the Parties agree as follows: 1. Any terms not defined in this EULA Acceptance Form will have the meaning ascribed to them in the End User License Agreement (for SAP On Premise indirect sales). 2. End User agrees to license the Software and the Third Party Software listed in Schedule 1 (“Licensed Software”) from SAP on the terms and conditions specified in this EULA Acceptance Form and the following agreements which are incorporated and made a part hereof by reference: a) the End User License Agreement (for SAP On Premise indirect sales) for Estonia; b) the Software Use Rights Schedule; and c) any exhibit, schedule, appendix, annex or other document included in, attached to or referenced to in this EULA Acceptance Form and any of to the agreements listed in this Section 2a) and b), in each case as current at the Effective Date. 3. All parts of the agreements listed in Section 2a) to c) are made available on www.sap.com/company/legal. This EULA Acceptance Form together with the agreements listed in Section 2a) to c) are hereinafter referred to as “Software License Agreement”. 4. End User herewith confirms that he has received and read all parts of the agreements referred to in Section 2 and will comply with the terms and conditions. SAP recommends End User prints copies of the agreements referred to in Section 2 for End User’s own records. 5. Under this Software License Agreement, End User only receives a license for the Licensed Software; maintenance support, any other services for the Licensed Software (“Services”) and the fees for the Licensed Software themselves are not contemplated under this Software License Agreement. SAP does not accept any liability for the provision of Services by the Partner. 6. In some of the Licensed Software products a click-wrap license is included that sets out license terms for the Licensed Software and that cannot be removed for technical reasons (“Product License”). Even though End User will need to accept the Product License in order to use those Licensed Software products, the Product License will not apply and those Licensed Software products will be governed by this Software License Agreement instead. IN WITNESS WHEREOF, the Parties hereto have caused this EULA Acceptance Form to be executed by their respective authorized representatives. SAP Confidential Page 1 of 3 PE_EULA_ACCEPTANCE_FORM_FOR_SELL_ON_PREMISE_PROGRAM.ENEE.V1-2015.0344.DOC (1-2015) SAP Opp. 304254576 / Quote 23861000098 / Case 3061877799 Both parties agree that this document and its signature can be established in electronic form (sending by facsimile, scanned copy sent via e-mail, or electronic signature by using means implemented by SAP – for example DocuSign) and that, in electronic form, they shall be deemed originals. For End User: Tervise ja Heaolu Infosüsteemide For SAP: Keskus _____________________________ ____________________________ (Signature) (Signature) _____________________________ _____________________________ (Name in print) (Name in print) _____________________________ _____________________________ (Title in print) (Title in print) _____________________________ _____________________________ (Date) (Date) For SAP: For End User: Tervise ja Heaolu Infosüsteemide _____________________________ Keskus (Signature) _____________________________ _____________________________ (Signature) (Name in print) _____________________________ _____________________________ (Name in print) (Title in print) _____________________________ _____________________________ (Title in print) (Date) _____________________________ (Date) SAP Confidential Page 2 of 3 PE_EULA_ACCEPTANCE_FORM_FOR_SELL_ON_PREMISE_PROGRAM.ENEE.V1-2015.0344.DOC (1-2015) SAP Opp. 304254576 / Quote 23861000098 / Case 3061877799  SCHEDULE 1 LICENSED SOFTWARE Software Licensed Product TPP SAV H- License Metric Blocks of (units) License Quantity SAV Credit/transfer fr. Sybase to 0 1 SAP contr. SAP Adaptive Server Cores 1 6 Platform Legend: TPP- Third Party Product: 'X' indicates the software product is a Third Party Product licensed from SAP SAV–SAP Application Value: "X“ indicates that the product is part of the SAP application value and thus relevant for runtime databases licensed by SAP. H-SAV: HANA SAP Application Value - "X“ indicates that the product is part of the HANA SAP application value and thus relevant for HANA runtime databases licensed by SAP. SAP Confidential Page 3 of 3 PE_EULA_ACCEPTANCE_FORM_FOR_SELL_ON_PREMISE_PROGRAM.ENEE.V1-2015.0344.DOC (1-2015) SAP Opp. 304254576 / Quote 23861000098 / Case 3061877799 Annex 3 Support Plan for SAP Enterprise Support 1. SAP Support Model for SAP Enterprise Support multi-step upgrade to a target Release in mainstream maintenance. 1.1. Under the SAP Support Model for SAP Enterprise - The Supplier shall make available to or provide the Support: Customer with new Releases and Correction Packages of the Software without undue delay after - The Supplier is the primary support provider for they become available from SAP for delivery to end Software and all contacts relating to Support Services users. The Customer acknowledges and agrees that are to be addressed to the Supplier. some updates may be subject to a separate charge - The Supplier will receive Incidents from the and/or may require upgrades in the Customer’s Customer’s helpdesk which is responsible for operating systems, databases or other middleware Incident Root Cause Analysis. The Customer may components. subcontract the Customer helpdesk to the Supplier, - Support Packages - Correction Packages to reduce the pursuant to a separate agreement. effort of implementing single corrections as released - In the event that the Incident has not been solved in by SAP. Support Packages may also contain the First and Second Level Support for Software corrections to adapt existing functionality to changed (including Third Party Software/Products) as defined legal and regulatory requirements, for example in the in Clause 5 below the Supplier shall forward the area of human resources. Incident to SAP with respect to Third Level Support - For Releases of SAP Business Suite 7 core (Development Support). The Customer agrees that to applications, (starting with SAP ERP 6.0 and with the extent that Software contains Third Party Releases of SAP CRM 7.0, SAP SCM 7.0, SAP SRM Software/Products, SAP requires the support of the 7.0 and SAP PLM 7.0 shipped in 2008), enhanced vendor of the Third Party Software/Products to functionality and/or innovation is provided through provide Third Level Support. Enhancement packages or by other means as - SAP will, in addition to priority 1 (“very high”) available. messages, receive vital alerts reported by SAP - Technology updates to support third-party operating EarlyWatch® Alert and Top-Issues from the systems and databases. Details on SAP’s release Supplier. strategy and recommendations for technology - The Supplier will examine vital alerts reported by SAP updates for SAP’s enhancement packages are outlined EarlyWatch® Alert and work to resolve Top-Issues on the SAP Support Portal. directly with the Customer. The Supplier will forward - Available Software change management, such as critical reports to SAP if any. SAP EarlyWatch® Alert changed configuration settings or Enterprise Support for SAP Business Objects branded products is Solution upgrades, is extensively supported. For currently only available if the Customer’s Software example with content and information material, tools also comprises of SAP Business All-In-One (see SAP for client copy and entity copy, and tools for Note 1393207). comparing and synchronizing of customizing. - Incidents related to Software and Third Party - Configuration guidelines and content for Enterprise Software/Products with priority 1 (“Very High”) shall Support Solutions is usually shipped via SAP Solution be submitted in English. Manager Enterprise Edition. - Best practices for SAP System Administration and 2. Scope of SAP Enterprise Support SAP Solution Operations for Enterprise Support Solutions are provided. Details are outlined on the 2.1. This Clause describes the standard services which the SAP Support Portal. Customer receives (depending on the maintenance phase; - SAP configuration and operation content is please see Clause 3.1 and 3.2 below) via/from the supported as integral part of Enterprise Support Supplier and from SAP under SAP Enterprise Support. Solutions The full scope of SAP Enterprise Support includes at - Content, tools and process descriptions for SAP current the elements described below. Lifecycle Management are part of the SAP Solution Manager Enterprise Edition, the Enterprise Support 2.2. Continuous Improvement and Innovation Solutions and/or the applicable documentation for the Software Enterprise Support Solutions. - New Software Releases of the licensed Software as well as tools and procedures for upgrades. Upgrades 2.3. Global Support Backbone to new Releases are supported in mainstream maintenance. Upgrades to new Releases are not - SAP Support Portal - SAP's knowledge database and supported in extended or customer-specific SAP’s extranet for knowledge transfer on which SAP maintenance, unless this is necessary as one step in a makes available content and services to end users (including the Customer) of SAP only. Annex 3 Maintenance Agreement Estonia v1.3 20180628 1/8  - SAP Notes on the SAP Support Portal document - Content and supplementary tools designed to help software errors and contain information on how to increase efficiency, which may include remedy, avoid and bypass these errors. SAP Notes implementation methodologies and standard may contain coding corrections that the Customer procedures, an Implementation Guide (IMG) and can implement into its SAP system. SAP Notes also Business Configuration (BC) Sets. document other problems or end user questions and - Access to guidelines via SAP Support Portal, which recommended solutions (e.g. customizing settings). may include implementation and operations best - SAP Note Assistant - a tool to install specific practices, processes and other content designed to corrections and improvements to SAP components. help reduce costs and risks. Such content currently - SAP Solution Manager Enterprise Edition shall be includes: used in accordance with the terms and conditions of o End-to-End Solution Operations: Assists the this Agreement (including its Annexes). Customer with the optimization of the end-to- end operations of the Customer’s SAP Software 2.4. Mission Critical Solution Support Solution. o Run SAP Methodology: Assists the Customer - Technical Quality Checks as described in Clause 9 with application management, business process below. Advanced remote services for technical operations, and administration of the SAP problems to follow-up on vital alerts reported by SAP NetWeaver® technology platform, and EarlyWatch® Alert and Top-Issues, as applicable. currently includes: - If not otherwise agreed in Annex 1, the Supplier will ▪ The SAP standards for solution operations activate SAP EarlyWatch® Alert as a mandatory part ▪ The roadmap of Run SAP to implement of SAP Enterprise Support. The Customer shall end-to-end solution operations confirm the activation process of SAP EarlyWatch® ▪ Tools, including the SAP Solution Manager Alert to the Supplier. application management solution - Access to global message handling through SAP for ▪ Additional information on the Run SAP Software Incidents with priority 1 (“very high”). methodology is published on the SAP - Access to global 24x7 Root Cause Analysis Support Portal (“production down support”) and escalation (http://service.sap.com/runsap) procedures to get access to resources available to - Participation in SAP's end user and partner provide a solution to severe problems, in accordance community (via SAP Support Portal), which with Clauses 5 and 6 below. provides information about best business practices, service offerings, etc. 2.5. Other Components, Methodologies, Content and - The Supplier and the Customer shall jointly enter Community Participation into a continuous service and action planning process for the Enterprise Support Solutions of the - Monitoring components and agents for systems. Such Customer. This process shall focus on the components and agents are designed to monitor identification of special events (i.e. project planning, available resources and collect system status implementation, Go-Live, ongoing operations etc.) information of the Enterprise Support Solutions (e.g. during the lifecycle of the SAP Enterprise Support SAP EarlyWatch® Alert). Solutions of the Customer, with the goal to mitigate - Pre-configured software solution test templates and potential risk for the Customer. software solution test cases. Such test templates and test cases are usually delivered via the SAP Solution 3. Limitations Manager Enterprise Edition. In addition the SAP Solution Manager Enterprise Edition assists the 3.1. SAP Enterprise Support is only provided for Software in Customer’s testing activities with functionalities accordance with the then applicable maintenance phases that currently includes: per Software Release as currently outlined on the SAP o Test administration for Software by using the Support Portal (http://service.sap.com/releasestrategy). functionality provided as part of the SAP Solution Manager Enterprise Edition 3.2. The scope of services based on the SAP Enterprise o Quality Management for management of Support offering (as outlined in Clause 2 above) depends „Quality-Gates“ on the respective maintenance phase for the Software o SAP-provided tools for automatic testing Release. SAP and accordingly the Supplier will only o SAP provided tools to assist with optimizing provide the full scope of SAP Enterprise Support during regression test scope. Such tools support the first maintenance phase, so called “Mainstream identifying the business processes that are Maintenance”. After expiration of the Mainstream affected by a planned SAP Software Solutions Maintenance, SAP and accordingly the Supplier may offer change and make recommendations for the test different services. For up-to-date release planning scope as well as generating test plans (details are information and further information on services published on SAP Support Portal). information is provided at the Product Availability Matrix (PAM) at http://service.sap.com/pam. Annex 3 Maintenance Agreement Estonia v1.3 20180628 2/8 3.3. The Supplier or SAP does not support operating systems, 4. Technical requirements databases and other third-party components, which have run out of support by their suppliers/vendors. The 4.1. The Customer must ensure that it has necessary Customer may therefore have to upgrade to newer communications connections between the Supplier and versions of such operating system, databases and other the Customer as well as between SAP and the set up for third-party components that are supported for Enterprise remote support to be provided efficiently by the Supplier Support Solutions. The Supplier and/or SAP are only and/or SAP. The communications connections shall be able to support third party operating systems, databases operable at all times and allow satisfactory response and other third-party components if and to the extent the times. The Customer may have to obtain a separate respective supplier/vendor offers an extension of license for relevant software if appropriate and required support for its product. If this extension is defined as for satisfactory remote support. chargeable by the vendor, Supplier may offer the extension of support for products of these vendors if 4.2. The hardware and software of the Customer must at least licensed via Supplier. Pricing is available upon request meet the list of requirements published on SAP Support (details on vendor/supplier offerings will be published on Portal. SAP Support Portal at http://service.sap.com/maintenance). 4.3. In particular, the following technical requirements are mandatory: 3.4. SAP Enterprise Support is provided for the Customer only if all of the Customer’s installations of Software - Telecommunications infrastructure belonging to the same SAP product family are covered by o Fast Internet connection (minimum asymmetric the SAP Enterprise Support. digital subscriber line (ADSL) standard, greater bandwidth recommended) 3.5. Failure to use the maintenance services provided by the o Telephone system Supplier and SAP such as SAP Technical Quality Checks o Other support related IT components from SAP and SAP EarlyWatch® Alert for the Customer can result namely the remote support component in the case in a situation where the Supplier or SAP is unable to of the Customer using only SAP BusinessObjects identify potential problems and provide support in products eliminating those problems. This, in turn, might result in unsatisfactory software performance for which the 4.4. In case the Customer has more than one support delivery Supplier and/or SAP accepts no responsibility. model (e.g. support delivered directly by SAP and support delivered by the Supplier) within one solution area, the 3.6. Support Services will not be provided in the event that: Customer must run the different support delivery model a. an Incident arises because the Customer or a third on a separate technical installation from the one(s) already party other than SAP has altered or modified the in place for the existing support delivery model. Software without authorization from SAP or the Supplier; 4.5. The Customer shall b. the Customer is in breach of the License Agreement; a. use only a SAP supported Release of the Software; c. a problem arises in connection with the use of non- b. cooperate fully with the Supplier’s and SAP’s SAP products which were not licensed through SAP personnel in the diagnosis of any Incident and/or the as part of the Software; error or defect in the Software or the applicable d. an Incident is in the Customer’s area of responsibility Documentation; and and result, for example, from lack of or incorrect c. make available to the Supplier and SAP free of charge business design, incorrect operation or faulty all information, facilities and services reasonably hardware; required by the Supplier or SAP to enable the Supplier e. the Software is used on any computer system other or SAP to perform the Support Services. than a Designated Unit; f. the Designated Unit is not specified in the applicable 4.6. A remote setup service (“Initial Assessment”) for the documentation as certified to be compatible; or Enterprise Support Solutions of the Customer based on g. the Software is used on hardware or software that SAP standards and documentation shall be performed by does not meet the requirements published on SAP the Supplier and the Customer. The Customer must Support Portal. correctly implement all the recommendations of the setup service classified as mandatory. The data collected 3.7. The Supplier shall not provide Support Services for Third during the setup Service Session shall be validated once Party Products for which the Customer has not obtained every year by the Customer and the Supplier. a license as part of the Software. The Supplier shall not provide any functional training concerning Third Party Software/Product Annex 3 Maintenance Agreement Estonia v1.3 20180628 3/8 5. Incident Processing cannot be carried out. For example, it could be a function that is not available from time to time or that 5.1. Unless otherwise agreed in Annex 1, the Customer shall does not work as it should. have a helpdesk with qualified technical contact persons - Low – If a business process of the Customer is not that will be responsible for Root Cause Analysis and shall affected, the Incident must be assigned priority Low. report Incidents to the Supplier. For possible For example, it could be a function that is not communication directly with SAP at least one of the available from time to time or that does not work as contact persons in the help desk shall be English it should but that is not necessary for daily business. speaking. 5.8. First Level Support provided by the Supplier covers the 5.2. The Customer’s helpdesk shall report an Incident to the reception of all Incidents from the Customer and includes Supplier a) in the Supplier’s SAP Solution Manager the following tasks: Enterprise Edition or b) using the supplier’s Support Services contact information as set forth in Annex 1. The - Accepting the Incident Supplier may update the Support Services contacts - Incidents related to Software and Third Party information by providing a prior written notification Software/Products that are forwarded directly thereof to the Customer. through the SAP Support Network to SAP must be written in English. 5.3. When Incidents are reported, the Supplier will provide - Completing the problem description. Getting missing support to the Customer during Local Office Time by data and information from the Customer, if providing information on how to remedy, avoid and necessary. bypass errors. This applies to all types of the Software - Checking priority of Incidents resold by the Supplier to the Customer: SAP Software - Searching for available technical notes or previous and Third Party Software/Products. 24/7 service shall be customer Incidents that reported a similar/identical available for Priority 1 (“Very High”) Incidents as set issue or other sources of information and assigning forth in Clause 6 below. the available technical notes or information to the Incident. 5.4. The Customer can send an error message at any time of day or night, every day of the week using email or the 5.9. Second Level Support provided by the Supplier is Suppliers online service. The Customer can contact the subsequent to First Level Support and includes the Supplier also by telephone during the Local Office Time. following tasks: 5.5. Unless otherwise agreed in Annex 1 the Customer shall - Searching for errors using the data provided by the ensure at all times that it has established a remote Customer. connection which meets the technical specifications set - Analyzing the Incident’s specific technical data and forth in this Support Plan and as may be published on the document the progress in the Incident. SAP Support Portal. - Discussing the problem with the Customer. If necessary, remote connection to the Customer’s 5.6. When sending the Supplier an Incident message, the system. content of the Incident must be clearly expressed and - Reproducing and isolating the Incident necessary information for its evaluation provided. - Deciding if the Incident is due to a defective or a non- defective cause. 5.7. When the Incident is reported the priority of the Incident o Propose appropriate system configuration or shall be chosen by the Customer according to the workaround if the cause for the Incident is non- following definitions (SAP Note 67739): defective. o Forward Incident to Third Level Support if the - Very high – The Incident may only be assigned cause for the Incident is a Software impairment or priority Very high if an important business process of fault and if no note is available to solve the the Customer cannot be carried out. It could be a Incident. production shutdown or the stoppage of a core - Continually documenting the solution approach. business process in the SAP system. This category - Testing the solution may only be used for Customer Production Systems. o The solution must first be checked and tested in a - High – The Incident may only be assigned priority test system. High if an important business process of the o Backing up all relevant data before the solution is Customer is seriously affected. That means, necessary installed. key activities cannot be carried out. It could be an o Working with the Customer to check and test the urgently required function that is not available from solution in the Customer Production System. time to time or that does not work as it should. - Communicating the solution to the Customer - Medium – If another business process of the o If necessary, the solution will be provided to the Customer is affected, the Incident may be assigned Customer by telephone. priority Medium. That means, necessary activities Annex 3 Maintenance Agreement Estonia v1.3 20180628 4/8  - Summarizing status of Incident before forwarding to The Customer acknowledges that to the extent the cause Third Level Support. of the defect in the Incident indicates a previously unknown problem with the Software coding, the Supplier 5.10. “Third Level Support” (or “Development Support”) will forward the Incident to SAP for Third Level Support related to Software provided by SAP and/or by a Third as defined in Clause 5.10 above and that the 24/7 service Party Vendor related to Third Party Software/Products for the Priority 1 “very high” Incidents may in certain provided under this Agreement shall include the events be provided also directly through SAP. following tasks: 6.2. “Initial Response Time” means that the Supplier, or in - Receiving Incident via SAP Support Network with the event of Priority 1 “very high” Incident, the Supplier the help of the Supplier's SAP Solution Manager or SAP, will confirm receipt of an Incident and provide Enterprise Edition, if applicable. the Customer with an initial qualified response. - Analyzing in detail recorded traces and error messages forwarded to the Customer. 6.3. “Maximum Processing Time” means the amount of time - Creating or modifying existing SAP Notes regarding: used by the Supplier for the processing of a Priority 1 o The identified cause of the defect. “very high” Incident in total and with respect to an o The process of the Incident Remedy with all Incident with any other priority the time used by the requested information and material (e.g. bug fixes, Supplier for the processing of such a Priority 2-4 Incident patches, description of workarounds) to update before forwarding it to SAP if required. SAP’s support system. - Specifying expected duration to fix defects by 6.4. The Maximum Processing Time refers only to that part patches, bug fixes or Support Packages. of the processing time, when the Incident is being - Recommending workarounds. processed by the Supplier (“Processing Time”). The - Accessing the Customer’s systems via SAP Support Processing Time does not include the time, when the Network or, if applicable, the connection provided by Incident is being processed by any other party including the Customer: but not limited the time when the Incident is on status o To analyze the Customer’s system regarding the “Supplier Proposed Solution”, “SAP Action”, “Customer Incident. Action” or “SAP Proposed Solution”, whereas: o To assist the Customer in order to perform the - the status “Supplier Proposed Solution” means the required and applicable Incident Remedy by using Supplier has provided a solution or a workaround for workaround recommendations or fixes. the Incident to the Customer without forwarding the - To change coding, provide fixes and create patches. Incident to SAP for Third Level Support; - the status “SAP Action” means that the Supplier has 5.11. Whenever an Incident is forwarded to the next support forwarded the Incident to SAP for Third Level level as defined in this Clause 5, the Customer will be Support (including also the event that SAP has notified. handed the Incident over to a technology or software partner of SAP or a third party vendor of SAP outside 6. Initial Response Times and Maximum Processing the SAP organization for further processing); Times - the status “Customer Action” means the Incident has been handed over to the Customer for actions; and 6.1. The following Initial Response Times and Maximum - the status “SAP Proposed Solution” means the Processing Times will be applied to the Supplier’s Supplier has received from SAP a solution, a communication with the Customer: workaround or an action plan for an Incident that was forwarded to SAP for Third Level Support and has Priority of Initial Response Maximum provided it or information thereof to the Customer or Incident Time Processing SAP has provided such a solution, workaround or Time action plan to the Customer directly. 1 = very high 1 hour 4 hours (7*24 h) (7*24 h) 6.5. When calculating the Initial Response Time and the Maximum Processing Time the time used by the Supplier 2 = high 4 working hours 2 working days for the initial response to or processing of a Priority 1 before forwarding “very high” Incident is measured in real time, regardless to SAP if required of Local Office Time. For Incidents with any other 3 = medium 8 working hours 4 working days before forwarding priority, the time used by the Supplier for the initial to SAP if required response to or processing of the Incident is measured in 4 = low 16 working hours 8 working days working hours during the Supplier’s Local Office Time. before forwarding to SAP if required 6.6. For priority 1 (“very high”) Incidents the Maximum Processing Time shall be deemed to be met upon the The time frames as specified in the table above shall earliest of the following events: commence upon receipt of the Incident by the Supplier. Annex 3 Maintenance Agreement Estonia v1.3 20180628 5/8  a. the Supplier proposes a solution or a workaround to - Incidents are related to Releases of Software which the Customer without forwarding the Incident to have been released by SAP under the Unrestricted SAP for Third Level Support (status “Supplier Shipment status Proposed Solution”); - Incidents are related to a Software Release which is b. the Supplier provides the Customer a solution or a under Mainstream Maintenance or Extended workaround received from SAP for an Incident Maintenance as defined in forwarded to SAP for Third Level Support or SAP http://service.sap.com/releasestrategy; and provides such a solution or workaround to the - The support tools required by SAP for the analysis of Customer directly (status “SAP Proposed Solution”); certain types of Incidents and available for the SAP c. the Supplier informs the Customer of an action plan support (e.g. currently SAP Solution Manager received from SAP for an Incident which has been Diagnostics for Java-related Incidents) are forwarded to SAP for Third Level Support or SAP implemented by the Customer. A list of the required provides such an action plan to the Customer directly support tools to be installed is published on the SAP (status “SAP Proposed Solution”); or Support Portal. d. the Customer agrees to reduce the priority of the Incident; 6.11. For priority 1 (“very high”) Incidents, the following provided that the total amount of Processing Time used prerequisites have to be fulfilled: by the Supplier for the processing of the Incident in - The Supplier, subject to acceptance of SAP, accepts question does not exceed the Maximum Processing Time the Incident as being priority 1 (“very high”). defined for the Priority 1 (“very high”) Incident in the - Incidents are generated by the Customer in English schedule set forth in Clause 6.1 above. - The issue and its business impact have to be described in detail. 6.7. For Incidents with any other priority than Priority 1 - An English-speaking contact is provided by the (“very high”) the Maximum Processing Time shall be Customer. deemed to be met upon the earliest of the following - A contact person must be nominated for opening the events: remote connection to the system and to provide the a. the Supplier proposes a solution or a workaround to necessary log-on data. the Customer without forwarding the Incident to SAP for Third Level Support (status “Supplier 6.12. The following types of priority 1 (“very high”) Incidents Proposed Solution”); or are excluded from the Initial Response Time and b. the Supplier forwards an Incident to SAP for Third Maximum Processing Time, in case of priority 1 (“very Level Support whether by SAP or a Third Party high”): Vendor as set forth in Clause 5.10 above (status “SAP - Message regarding a Release, version and/or Action”); functionalities of Software developed specifically for provided that the total amount of Processing Time used the Customer including those developed by SAP SE’s by the Supplier for the processing of the Incident in Custom Development and/or by SAP SE’s question does not exceed the Maximum Processing Time subsidiaries, except for Supplier Custom Code defined for the priority level of the Incident in the developed with the SAP development workbench. schedule set forth in Clause 6.1 above. - Messages regarding country versions that are not part of the Software and instead are realized as Supplier 6.8. The Supplier will inform the Customer of a possible add-ons, Enhancements, or Modifications are action plan provided by SAP. Such information shall expressly excluded even if these country versions include descriptions of: were created by SAP or an associated organization. - the status of the resolution process; - The root-cause behind the message is not a - the next steps planned by SAP and the responsible malfunction, but a missing functionality persons allocated by SAP; (“development request”) or the message is ascribed to - required cooperation by the Customer a consulting request (as per SAP Note 83020). - date and time for the next status update from SAP; - The Release has entered the phase for “customer- - due dates for actions taken by SAP, to the extent specific” maintenance. possible. 6.9. The Supplier will provide to the Customer regular status 7. SAP Solution Manager Enterprise Edition updates on the processing of priority 1 (“very high”) Incidents as provided by SAP to the Supplier which 7.1. Unless otherwise agreed in Annex 1 the Supplier and SAP include: will use the SAP Support Network including SAP - results of actions undertaken so far Solution Manager Enterprise Edition for all Support - next steps planned Services, including but not limited to receiving Incidents - date and time for next status update. and Incident Remedies, Incident processing, application management and for all communication between the 6.10. The Initial Response Times and the Maximum Processing Supplier, SAP and the Customer. Times shall only apply if the following conditions are met: Annex 3 Maintenance Agreement Estonia v1.3 20180628 6/8 7.2. Should the Customer want to operate its own SAP - non-IT shared services capabilities, including without Solution Manager Enterprise Edition it may be granted a limitation HR, finance or procurement. license to use the SAP Solution Manager Enterprise Edition in accordance with the usage terms and scope 7.6. The Customer shall acknowledge and accept the stipulated in this Annex 3, the License Agreement and provisions of the SAP Solution Manager Enterprise the EULA, however the terms of this Annex 3 shall Edition Software usage rights by means of ordering or prevail. downloading the Software. The Customer may not transfer its possible usage rights to the SAP Solution 7.3. If the Customer has been granted usage rights for the Manager Enterprise Edition to any third party. All rights SAP Solution Manager Enterprise Edition subject to the to the SAP Solution Manager Enterprise Edition and conditions contained in this Clause 7 the SAP Solution associated services are owned by SAP. Manager Enterprise Edition may be used by the Supplier and the Customer solely for the following purposes: 7.7. The Customer’s usage rights to the SAP Solution - delivery of SAP Enterprise Support and Support Manager Enterprise Edition shall terminate upon the Services for Customer solutions including delivery earlier of: and installation of software and technology - termination of the reselling agreement between SAP maintenance for Enterprise Support Solutions; and and the Supplier; - application lifecycle management for Customer - termination of the support agreement between the Solutions and for any other software components and Supplier and the Customer; or IT assets licensed or otherwise obtained by the - termination of the support agreement between the Customer from third parties provided such third party Supplier and SAP with regards to the Customer. software, software components and IT assets are operated in conjunction with Enterprise Support 7.8. In case SAP Solution Manager Enterprise Edition is Solutions and are required to complete the installed for Customer usage, the Supplier and SAP will, Customer’s business processes as documented in the where necessary, use the SAP Solution Manager solution documentation in SAP Solution Manager Enterprise Edition to remotely access the Software within Enterprise Edition (“Additional Supported Assets”). the Customer’s SAP environment for the implementation Such application lifecycle management is limited of an Incident Remedy. The Customer hereby consents solely to the following purposes: to such remote access. o implementation, configuration, testing, operations, continuous improvement and 7.9. The Customer shall maintain the solution landscape and diagnostics core business processes in SAP Solution Manager o incident management (service desk), problem Enterprise Edition at least for all Customer Production management and change request management as Systems and systems connected to the Customer enabled using SAP CRM technology integrated in Production Systems. SAP Solution Manager Enterprise Edition o administration, monitoring, reporting and 7.10. The Customer shall document any implementation or business intelligence as enabled using SAP Net- upgrade projects within the SAP Solution Manager Weaver technology integrated in SAP Solution Enterprise Edition. The detailed guidelines for this Manager Enterprise Edition. Business intelligence documentation can be found in the document "Solution may also be performed provided the appropriate Documentation" provided by SAP on the SAP Support SAP BI software is licensed by the Supplier. Portal at http://service.sap.com/supportstandards. 7.4. The right to use any SAP Solution Manager Enterprise Edition capabilities under SAP Enterprise Support other 8. SAP EarlyWatch® Alert than those listed in Clause 7.3 above is subject to a separate written agreement with SAP or the Supplier, as 8.1. Unless otherwise agreed in Annex 1 SAP EarlyWatch® applicable, even if such capabilities are accessible through Alert is mandatory for SAP Enterprise Support. The or related to SAP Solution Manager Enterprise Edition. Supplier will activate SAP EarlyWatch® Alert in the Customer Production System and transfer into its own 7.5. The SAP Solution Manager Enterprise Edition shall not SAP Solution Manager Enterprise Edition. SAP be used for: EarlyWatch® Alert should be used weekly on the - CRM scenarios such as service plans, contracts, Customer Production System. It will be checked by the service confirmation management, except as CRM Supplier not less frequently than four times per year. scenarios are expressly stated in Clause 7.3 above; - SAP NetWeaver usage types other than those stated above or - application life-cycle management and in particular incident management (service desk) except for Customer Solutions and Additional Supported Assets and Annex 3 Maintenance Agreement Estonia v1.3 20180628 7/8 9. Technical Quality Checks terms and conditions for SAP Standard Support, including without limitation, pricing. The Supplier may 9.1. SAP may deliver Technical Quality Checks (the require Customer to execute an amendment or other “Technical Quality Check” or “TQC) in case of vital document to the Agreement confirming Customer’s alerts reported by SAP EarlyWatch® Alert or in case SAP selection and the Supplier’s and/or SAP’s then-current - after analyzing the Customer’s situation - agrees that terms and conditions. Such selection is permissible only such a service is needed to handle a Top-Issue or to de- if at least one of the Support Services comprising SAP escalate a critical situation at the Customer’s site. The Enterprise Support for the Customer has completed its TQC might consist of one or more manual, self-service Initial Term. or automatic remote Service Sessions. 10.3. Any selection applies to all Enterprise Support Solutions 9.2. At the end of each Technical Quality Check SAP will of the Customer within the same SAP product family, and provide the Supplier and/or the Customer with an action shall be on the Supplier’s and/or SAP’s then-current plan and/or written recommendations. terms and conditions for SAP Standard Support, including without limitation, pricing, and shall commence 9.3. All or parts of the Technical Quality Check sessions may as of January 1st of the immediately following calendar be delivered by SAP and/or a certified SAP partner acting year or shall commence as of the beginning of the new as SAP’s subcontractor and based on SAP standards and renewal period for orders that are not solely on a calendar methodology. year renewal basis. In case of such selection of SAP Standard Support, delivery of SAP Standard Support shall 9.4. SAP cannot deliver a TQC for Third Party Software/ commence as of this January 1st and shall be subject to Products. an Initial Term as defined in the Support Plan for SAP Standard Support. 9.5. TQC can be re-scheduled only once. Re-scheduling must take place at least 20 working days before the planned 10.4. The change of SAP Support Model referred to herein delivery date. If the Customer fails to follow these may require new support orders be made by the Supplier guidelines, SAP (or the Supplier) is not obliged to deliver from SAP. The Customer undertakes to give all necessary the TQC. information and assistance to the Supplier, as it may require. The Customer shall pay all possible additional costs and expenses resulting from such SAP Support 10. Change of SAP Support Model from SAP Enterprise Model change. Support to SAP Standard Support 10.5. In case of a change of the SAP Support Model by the 10.1. Provided the Customer is not in default of any of its Customer, Customer’s liability to pay the fees obligations under this Agreement, the Customer may commences in the month the change of the SAP Support select SAP Standard Support instead of SAP Enterprise Model will become effective for the Customer. Support with four (4) months written notice to the Supplier either (i) with respect to all Software belonging 10.6. In the event that the Customer selects to replace SAP to the same group of SAP product family for SAP Enterprise Support by SAP Standard Support, the former Enterprise Support that are solely on a calendar year usage rights of SAP Solution Manager Enterprise Edition renewal basis, prior to the start of the Renewal Term that under the SAP Enterprise SAP Support Model shall follows the Initial Term that commenced as of cease. Thereafter, the Customer’s use of SAP Solution Customer’s first order for SAP Enterprise Support; or (ii) Manager shall be governed by the terms and conditions with respect to all Support Services that are not solely on of SAP Standard Support only. The Customer shall not a calendar year renewal basis, prior to the start of the first use any functionalities reserved for SAP Enterprise renewal period in any calendar year that follows the Initial Support. No usage rights are granted to the Customer for Term that commenced as of Customer’s first order for any functionality reserved for SAP Enterprise Support of SAP Enterprise Support and (iii) with respect to a the SAP Solution Manager Enterprise Edition if the selection where orders are on a calendar year renewal Customer receives only SAP Standard Support. basis as well as not solely on a calendar year renewal basis, only prior to the start of the calendar year renewal period in any calendar year that follows the Initial Term that commenced as of Customer’s first order for SAP Enterprise Support for all orders of Enterprise Software Solutions. 10.2. Such selection shall be stated by the Customer in the notice letter, and shall terminate SAP Enterprise Support effective with the commencement of SAP Standard Support. Any such selection shall apply to all Enterprise Support Solutions within the same SAP product family and shall be on the Supplier’s and/or SAP’s then-current Annex 3 Maintenance Agreement Estonia v1.3 20180628 8/8  Annex 4 Page 1 (4) DATA PROCESSING ANNEX 1 BACKGROUND AND PURPOSE 1.1 The terms of this Annex shall apply to the Agreement between S.Y.B. Estonia OÜ (“Supplier”) and the firm, company, corporation or other entity (“Customer”) with whom the Supplier has entered into an agreement regarding the provision of software and/or services (“Agreement”) if Personal Data is Processed by the Supplier and/or its Subcontractors based on the Agreement. 1.2 The Parties acknowledge and agree that with regard to the Processing of the Personal Data under this Annex, the Customer is the Controller and the Supplier is the Processor. 1.3 This Annex does not apply to the Processing of the Personal Data which belongs to the Supplier’s Customer and Prospect Register. The Supplier is the Controller of the Supplier’s Customer and Prospect Register. 2 DEFINITIONS As used in this Annex the following terms shall have the following meanings: “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data. “Laws” means mandatory laws in force from time to time in Finland, Estonia and Lithuania (together referred to as “Countries”) relating to the protection of Personal Data and the Processing, including but not limited to the EU General Data Protection Regulation 2016/679 (“GDPR”), and all binding EU and national data protection legislation in force in the Countries. “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”) which information is Processed under the Agreement on behalf of the Customer. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed. “Process” or “Processing” means any operation or set of operations which is performed on the Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. “Processor” means a natural or legal person, public authority, agency or other body, which Processes the Personal Data on behalf of the Controller. “Separate Pricing” is defined in Section 3. “Service” or “Services” means the responsibilities of the Supplier under the Agreement to provide software and/or services to the Customer. “Third Parties” is defined in Section 3.  Annex 4 Page 2 (4) 3 PROCESSING 3.1 The types of the Personal Data and categories of the Data Subjects of Personal Data can be the Customer’s users’: (a) name; (b) user name; (c) title; (d) position; (e) email address; (f) employer or other organization; (g) phone number; and (h) possible Personal Data in IP address. 3.2 The Supplier and any person acting under the authority of the Supplier, who has access to the Personal Data, may Process the Personal Data only on documented instructions from the Customer, including with regard to transfers of Personal Data to a country outside the European Economic Area (EEA) and European Union (EU) or an international organisation, unless required to do so by EU or EU member state law to which the Supplier is subject. In such a case, the Supplier shall inform the Customer of that legal requirement before the Processing, unless that law prohibits such information on important grounds of public interest. Such instructions are hereby given by the Customer to the Supplier and include and are limited to: the Customer gives the Supplier instructions to Process the Personal Data in order for the Supplier and its subcontractors to provide the Services to the Customer in accordance with the Service specification applicable to the Agreement. If the Customer desires to amend the documented instructions or give new documented instructions to the Supplier, the amended and new instructions are subject to the Supplier’s written consent and may be priced in accordance with the Separate Pricing. 3.3 The Supplier shall: 3.3.1 ensure that persons authorised to process the Personal Data on its behalf have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; 3.3.2 in accordance with the Separate Pricing, taking into account the nature of the Processing, assists the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer 's obligation to respond to requests for exercising the Data Subject's rights laid down in the Laws; 3.3.3 in accordance with the Separate Pricing, assist the Customer in ensuring compliance with the obligations pursuant to the Laws, in the performance of data protection impact assessments and consultations with the supervisory authorities as required pursuant to the Laws; 3.3.4 in accordance with the Separate Pricing, as requested by the Customer in writing, delete or return all Personal Data to the Customer after the end of the provision of the Services relating to the Processing, and delete existing copies unless EU or EU member state law requires storage of the Personal Data; and 3.3.5 in accordance with the Separate Pricing, make available to the Customer information necessary to demonstrate compliance with the obligations laid down in the Laws and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer to audit the Supplier’s compliance with this Annex. The Supplier shall inform the Customer if, in its opinion, the Customer’s instruction infringes the Laws. The Customer shall notify the Supplier of the audit in writing at least thirty (30) days in advance. The auditor may not be a competitor of the Supplier or other company in the Supplier’s group of companies. The information regarding the Supplier’s operations learnt during the audits are the Supplier’s trade secrets. The Customer is liable for the auditor’s compliance with the terms of the Agreement. 3.4 Based on the Agreement, the Supplier might provide to the Customer third party software and those third parties might provide services for the purpose of the Customer. Those third parties  Annex 4 Page 3 (4) (“Third Parties”) are not subcontractors of the Supplier and are not acting under the authority of the Supplier. 3.5 If based on the Laws or any other applicable legislation, regulations or decisions of authorities or the Customer’s instructions, the Supplier is at any time instructed or required to assist the Customer in performing the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights or is otherwise required to perform any other tasks or activities relating to the Personal Data or the Processing that are not the Supplier’s Service duties, the Customer shall pay to the Supplier a separate price for such tasks or activities on a time and material basis in accordance with the Supplier’ consultation price list in force from time to time (such prices payable by the Customer to the Supplier are referred to as “Separate Pricing”). These tasks or activities can be e.g. providing information to a Data Subject on the Personal Data possessed by the Supplier, or removing or transferring Personal Data or responding or reporting to data protection authorities or allowing audits or inspections. 4 USE OF SUBCONTRACTORS The Supplier may engage subcontractors i.e. sub-Processor(s) for the purpose of the Processing. The Supplier may use also its group companies as its subcontractors. The Supplier has entered into data processing agreement(s) with the subcontractors, or the Processing by the Supplier’s group companies can be based on the Supplier’s legitimate interest where applicable under the Laws. 5 CUSTOMER’S DUTIES 5.1 The Customer acts as the Controller in relation to all Personal Data. The Customer is (among other things) liable for the correctness of the Personal Data and the lawfulness of the Processing of the Personal Data and for other duties and liabilities of the Controller. 5.2 The Customer shall take backup copies of the Personal Data before providing the Personal Data to the Supplier or its sub-Processors. 5.3 The Customer warrants to the Supplier that: (a) the Personal Data has been obtained lawfully; (b) the Services to be provided by the Supplier and its sub-Processors will be consistent with and appropriate to the specified and lawful purposes for which the Customer is engaged in relation to the Personal Data; (c) the Customer has not and will not disclose the Personal Data or any part thereof to the Supplier or its sub-Processors in a manner incompatible with applicable legislation; and (d) the Supplier and its sub-Processors are authorized under applicable legislation to Process the Personal Data. 5.4 The Customer undertakes that the Personal Data will not contain anything unlawful and that the Personal Data or its storage or other Processing by the Supplier and its sub-Processors for the provision of the Services does not infringe any rights of third parties. 6 SECURITY Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Customer and the Supplier shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: (a) in accordance with the Separate Pricing and as reasonably instructed by the Customer, the pseudonymisation and encryption of the Personal Data, (b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (c) the ability to restore the availability and access to the Personal Data in a timely manner in the event of a physical or technical incident; and (d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the Processing. 7 NOTIFICATION OF PERSONAL DATA BREACH 7.1 The Supplier shall notify the Customer without undue delay after becoming aware of a Personal Data Breach.  Annex 4 Page 4 (4) 7.2 The Supplier shall in accordance with the Separate Pricing, assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Laws to notify the Personal Data Breach to the supervisory authority and/or to the Data Subjects, taking into account the nature of the Processing and the information available to the Supplier. 8 TRANSFER OF PERSONAL DATA TO THIRD COUNTRIES 8.1 The Supplier and its subcontractors do not themselves transfer the Personal Data to countries outside the European Economic Area (EEA) and European Union (EU) (“Third Country”) unless agreed with the Customer. 8.2 If the Customer or a user of the Customer uses the provided software or Services in Third Countries or if the Customer or a user contacts the Supplier or its subcontractor in Service matters from locations in Third Countries, it is deemed that the Customer has consented to the transfer of the relevant Personal Data to Third Countries for the said purpose. 9 LIMITATION OF LIABILITY 9.1 For the avoidance of doubt, the limitations of liability and disclaimers of warranties elsewhere in the Agreement shall apply also to this Annex. 9.2 Without limiting the validity of limitations of liability or disclaimer of warranties in the Agreement, the Supplier shall not be liable for any failures or damages caused by (i) the non-performance or delay by the Customer or (ii) the inaccuracy, incorrectness or illegality of the Personal Data, materials, information, data or instructions provided by the Customer to the Supplier or its sub- Processors.  Annex 5 Processing of Personal Data by SAP The Supplier is not liable for SAP’s compliance of SAP’s obligations. 1. Obligations of the Customer 1.1 The Customer shall be solely responsible for the permissibility of the processing of personal data by SAP and the Supplier as well as for safeguarding the rights of the data subjects. SAP is entitled to process personal data of the Customer as required for SAP to fulfill its contractual obligations towards the Supplier. The Supplier is entitled to process personal data of the Customer as required for the Supplier to fulfill its contractual obligations towards the Customer. 1.2 The Customer shall give commissions related to the processing of personal data and parts thereof to the Supplier or SAP in writing, by facsimile, via e-mail, via SAP’s support portal or implied by making use of the SAP Products. 1.3 The Customer shall make available the personal data for processing to SAP and the results of the processing shall be transferred back by SAP by using a defined transfer procedure or in accordance with the functionality implemented in the SAP products. 1.4 The Customer shall inform the Supplier without delay, if the Customer detects errors or irregularities when examining the results of the processing of personal data. 2. Obligations of SAP 2.1 SAP shall process the personal data of the Customer exclusively in accordance with the Customer’s instructions communicated directly to SAP or relayed to SAP by the Supplier. Instructions may include (without limitation) the correction, erasure and/or the blocking of personal data. The personal data shall not be used by SAP for any other purpose. SAP shall not preserve such personal data longer than instructed by the Supplier. The statutory preservation periods remain unaffected. 2.2 For processing personal data, SAP shall only use personnel which committed themselves to observe data secrecy and secrecy of telecommunications in accordance with Article 16 of Directive 95/46/EC. 2.3 SAP shall implement all technical and organisational measures to comply with the requirements of Article 17 no. 1 of Directive 95/46/EC. In particular, SAP shall take and regularly check the following protection measures: • Access Control: SAP shall install access control systems. • System Access Control: SAP shall control and log access to data processing systems. • Data Access Control: SAP shall define, implement and monitor a concept for user rights, rules for passwords and login procedures. • Data Transmission Control: SAP shall ensure personal data transmission in encrypted form or by a secure alternative procedure. Transmissions must be logged and guidelines for personal data transmissions must be laid down in writing. • Data Input Control: SAP shall implement a detailed logging system for input, modification and deletion of personal data. • Job Control: SAP shall define in writing and establish control mechanisms to ensure that data are processed strictly in accordance with the instructions of the Provider. • Availability Control. SAP shall run a state of the art backup system and define a restore operation procedure to protect personal data from accidental destruction or loss. • Data Separation Control: SAP shall ensure by technical means and defined organisational procedures that personal data collected for different purposes (e.g. different Providers) can be processed separately. Technical means can be separated computer systems or demonstrably logical separation. Access by one customer to the data of any other customer must be prevented. 2.4 If the security measures implemented by SAP do not meet the legal requirements, SAP shall notify the Supplier without delay. 2.5 SAP shall notify the Supplier and/or the Customer, if SAP considers an instruction given by the Customer (directly or indirectly via the Supplier) to be in violation of data protection regulations. SAP shall not be obliged to perform a comprehensive legal examination. 1(2) 2.6 At the Supplier’s written request, SAP shall reasonably support the Customer in dealing with requests from individual data subjects and/or a supervisory authority with respect to the processing of personal data controlled by the Customer. The Customer may give such reasonable instructions to the Supplier who will communicate them to SAP. Such support by SAP and the Supplier shall be at the Customer’s expense. SAP shall notify the Supplier about inspections and measures of a supervisory or any other competent authority. 3. Subcontractors 3.1 SAP is authorized to engage subcontractors for the processing of personal data in such manner that they shall act as further sub-commissioned processors of personal data (Unter-Auftragsdatenverarbeiter). SAP shall pass on to its subcontractors all SAP's obligations vis-à-vis the Supplier and obligate sub-commissioned processors of personal data to obey all relevant data protection rules. 3.2 SAP may engage sub-contractors that may provide support, including access to personal data, in connection with performing its contractual obligations and which are not to be regarded as sub-commissioned processors of personal data. Such support may be provided by sub-contractors engaged by SAP. In such cases SAP shall be obliged to provide in the sub-contracting agreement with such support provider for appropriate contractual provisions in accordance with applicable data protection laws and to take the appropriate control measures, in order to ensure the protection and security of the personal data processed hereunder. 4. Monitoring Rights 4.1 The Supplier shall have all necessary right to verify in accordance with Article 17 no. 2 of Directive 95/46/EC that SAP processes the personal data duly. These monitoring rights shall be carried out in coordination with SAP. After notifying SAP the monitoring can be carried out, in particular, during SAP’s usual business hours on SAP’s premises where the personal data processing is performed. To the extent that any personal data controlled by the Customer is processed by SAP, the Customer shall have the same monitoring rights as the Supplier. 4.2 SAP shall ensure that the Supplier has the monitoring rights set forth in Section 4.1 also vis-à-vis sub-commissioned processors of personal data retained by SAP. 4.3 SAP shall reasonably support the Supplier throughout these verification processes and provide the Supplier with the required information. 4.4 SAP shall contractually safeguard the Supplier's powers of disposal and monitoring rights under this Annex vis-à- vis SAP's subcontractors who may come into contact with the personal data. 4.5 Services rendered by SAP and the Supplier in connection with the Customer’s monitoring rights shall be at the Customer’s expense. 5. Special Confidentiality Obligation; Obligation to Observe Data Secrecy 5.1 SAP undertakes to the Supplier to treat the personal data, which have become known to SAP, confidential and to use such data exclusively for the commissioned data processing. 5.2 SAP undertakes to the Supplier to impose on its employees, who may obtain knowledge of personal data, the same obligations as entered into above by SAP. 2(2)  Agreement Number: 23820060 License Agreement name, date and number: Master Software Supply and License Agreement, 15.12.2020, 23820058 Purchase Order date and number: 15.12.2020, 23820059 SOFTWARE MAINTENANCE AGREEMENT for SAP Enterprise Support 3.2. The scope of the Support Services is described in 1. Parties more detail in the Support Plan in Annex 3. 1.1. This Software Maintenance Agreement (”Agreement”) is entered into by: 3.3. SAP Enterprise Support chosen by the Customer a) S.Y.B. ESTONIA OÜ (Reg. Number shall cover all of Customer’s installations of 10991629) with its registered office at Lõõtsa Software belonging to the same SAP software 8, 11415 Tallinn, Estonia (“Supplier”); and product family. If the Customer at any particular time orders another SAP Support Model than b) TERVISE JA HEAOLU previously provided, the Customer will be required INFOSÜSTEEMIDE KESKUS (Reg. to change the same SAP Support Model for all of Number 70009970 ) with its registered office its Software installations on the then-current terms at Uus-Tatari 25, 10134 Tallinn and conditions. The conditions under which such (“Customer”). SAP Support Model change can be made are specified in the Support Plan in Annex 3. 1.2. The Supplier and the Customer are hereinafter jointly referred to as the “Parties” and 3.4. When providing Support Services, the Supplier will independently as a “Party”. cooperate with SAP Support as described in this Agreement, including the Support Plan. For the 2. Background and purpose purposes of providing the Support Services the Supplier will provide SAP with the contact details 2.1. By the license agreement specified above (“License (name and address) of the Customer, details of the Agreement”) the Customer has obtained a license licensed Software (product and country version) as to use the Software specified in Annex 1 to this well as details of this Agreement and other Agreement. arrangements concluded between the Supplier and the Customer. The Customer agrees to the delivery 2.2. As a value added reseller partner of SAP Estonia of the above information to SAP and that SAP may OÜ (SAP) the Supplier is authorized to market, sell contact the Customer directly regarding any aspect and deliver support for the Software in its own of the Support Services. The Customer is, however, name and for its own account. not entitled to send any Incidents related to Software and Third Party Software/Products 2.3. The Agreement describes the scope and provision directly to SAP but must first contact the Supplier’s of and sets out the terms and conditions on which support organization. the Supplier shall provide software support and maintenance services to the Customer for the 4. Fees and payment Software. 4.1. The Support Fee is specified in Annex 1. The 3. Support Services Support Fee is determined by the quality and amount of Software and Support Services provided 3.1. Subject to the terms and conditions set out in this from time to time. The Support Fee is subject to the Agreement, including, without limitation, value added tax unless the transaction is exempt. Customer’s payment of applicable Support Fees, the Supplier hereby agrees to provide Support 4.2. Unless otherwise specified in Annex 1, the Support Services to the Customer for the Software specified Fee shall be paid by the Customer to the Supplier in Annex 1, as amended from time to time. annually in advance. Payment is due to the Supplier within fourteen (14) calendar days of the date of the invoice. In the first year of the Support Services for Maintenance Agreement Estonia v1.3 20180628 1/3  Software the fees will be invoiced from the month data stored in the system. The Customer shall of the delivery of the Software to the Customer to ensure and be responsible for that any person the end of the respective calendar year. concerned has given any necessary consent under applicable data protection legislation for the 4.3. In addition to Support Fee increases based on processing of the data by the Supplier and/or SAP addition of new Software into the scope of the for the purposes of rendering the Support Services applicable Support Services, the Supplier has the in accordance with this Agreement. right to increase the Support Fee once during a calendar year at the maximum by five (5) per cent 5.4. The Supplier and SAP, or any third party authorized without an obligation to notify the Customer in by the Supplier or SAP, shall be entitled to contact advance. employees of the Customer for surveys regarding the satisfaction of the Customer with the Software 4.4. If the Supplier wishes to increase the Support Fee and/or the Support Services or any consulting by more than five (5) per cent it shall notify the services or education services provided. The Customer of the increase in advance sixty (60) days Supplier and SAP shall also be entitled to directly prior to the increase becoming effective. In case of contact the Customer and its employees for risk and an increase pursuant to this Clause 4.4 the Customer quality management purposes. The Customer shall may terminate the Agreement by giving a fifty (50) ensure that the employees of the Customer have calendar days prior notice to the effective date of given any necessary consent under applicable data such fee increase. protection legislation for the processing of data for the purpose of this Clause 5.4. 4.5. Should it appear that the Incident notified by the Customer is not included in the Support Services to 5.5. The Supplier and SAP are entitled to use be provided subject to the Support Fee the Supplier information about the Customer as far as this is is entitled to charge the Customer for the time used useful for the further development of the Software for the search and location of the error or defects and/or the provision of Support Services or any causing the Incident in accordance with its then consulting services or education services offered as current consultancy service price list. well as for internal business or any marketing purposes, provided the confidentiality of the 4.6. Without prejudice to the Supplier’s right to Customer’s trade secrets is maintained. terminate this Agreement under Clause 4 of Annex 2, the Supplier has the right to discontinue the 5.6. The Customer shall be responsible for making of provision of the Support Services by notifying the the back-up copies of the Software and the Customer, if the Customer fails to make due Customer’s databases, computer records and all payments of any of the Support Fees or a part other files and documents in accordance with the thereof in accordance with this Agreement. best computing practice and securing the accuracy and functionality of the back-up copies. 5. System access and processing of data 6. License grant and intellectual property rights 5.1. The Incident processing system automatically collects system data related to system error 6.1. Any Software provided to the Customer hereunder messages (for example, transaction code, program shall be subject to the terms and conditions as well ID, Support Package level and Incident number). as restrictions set forth in the License Agreement. The Customer consents to the processing of such system data by the Supplier and SAP. 7. Claims and limitation of liability 5.2. The Customer shall provide and maintain remote 7.1. Any claim or request that the Customer might have access for the Supplier and SAP to the Software for arising out of or relating to this Agreement or the which Support Services are provided. The Supplier provision of the Support Services shall be settled and SAP are entitled to access the Customer’s between the Supplier and the Customer and shall systems in order to render any Support Services, not be brought against the SAP. including but not limited to Incident Root Cause Analysis, in accordance with this Agreement. The 7.2. Under no circumstances shall the Supplier be liable Customer hereby grants the Supplier and SAP to the Customer for indirect damages, including but remote access without restrictions regarding the not limited to damages resulting from loss of nationality of the employee(s) of the Supplier or income, loss of profit, loss or disruption of data, SAP who process(es) the Incident or the country in loss of anticipated savings, loss of goodwill, loss of which the employees are located. contracts, business interruption, lost or wasted management time or time of other employees or 5.3. When accessing the Customer’s system, the contractors and any other incidental or Supplier and/or SAP may get access to personal consequential losses. Maintenance Agreement Estonia v1.3 20180628 2/3 7.3. The Supplier shall not be liable to the Customer for any loss arising out of any failure by the Customer 8.2. Should there be a contradiction between this main to keep full and up-to-date back-up copies of the body of the Agreement and Annex 1, the terms of Software and data it uses in accordance with best Annex 1 shall apply. Should there be a contradiction computing practice. between this main body of the Agreement and the other Annexes, the terms of this main body of the 7.4. Under no circumstances shall the total liability of Agreement shall prevail. the Supplier arising out of this Agreement exceed an amount equal to the Support Fees paid for the 8.3. The Supplier reserves the right to change any terms Support Services giving rise to the claim for the of this Agreement or its Annexes, as may be Initial Term or Renewal Term, as applicable, during reasonably required and consistent with SAP’s which the event giving rise to the claim occurred. practices. Any such changes to terms shall become Any liability which cannot be excluded by law is not effective one (1) month after written notice by the excluded. Supplier to the Customer, unless otherwise specified therein. 7.5. Except in cases of intent or gross negligence all claims against the Supplier in contract, tort, or 8.4. If the justified interests of the Customer are otherwise are barred after a period of ten (10) negatively affected by any changes, the Customer is months from the date on which the Customer entitled to terminate the Agreement by giving obtains knowledge of the damage; irrespective of fourteen (14) days prior written notice to the date this knowledge, such claims are barred at the latest on which the changed terms will become effective. two (2) years from the date of the damaging event. If the Customer does not terminate within the said period, the changes are deemed to be accepted by 7.6. The Supplier assumes product liability towards the the Customer. Customer only to the extent that such liability is mandatory under applicable national legislation. 9. Term The Supplier does not assume product liability to any further extent. This Agreement shall come into force on the date when the last one of the Parties has signed it 7.7. The limitations mentioned above do not apply to (“Effective Date”) and, unless earlier terminated in liability for damages caused by intentional act or accordance with Clause 4 of Annex 2, shall be in gross negligence. force as long as an Initial Term or Renewal Term of the Support Services for any Software specified in 8. Annexes and Changes to terms Annex 1 is in force. 8.1. The following Annexes to this Agreement constitute an integral part of this Agreement: Annex 1 Supported Software and Support Fees Annex 2 General Terms and Conditions for SAP Enterprise Support Annex 3 Support Plan for SAP Enterprise Support. Annex 4 S.Y.B. Estonia OÜ Customer Data Processing Annex 5 Processing of Personal Data by SAP Place and Date: Tallinn, 15.12.2020 Place and Date: Tallinn, 15.12.2020 S.Y.B. ESTONIA OÜ CUSTOMER _______________________________________ ____________________________________ Toomas Mihkelson Katrin Reinhold Procurator Director Maintenance Agreement Estonia v1.3 20180628 3/3  Customer: Tervise ja Heaolu Infosüsteemide Keskus Software Maintenance Agreement nr. 23820060 Annex 1 Supported Software and Support Fees for SOFTWARE MAINTENANCE AGREEMENT SAP Support Model: VAR Delivered SAP Enterprise Support Initial Term** Renewal Term** (**In deviation from the main rule as set forth in Annex 2) Supported Software Item: Item Quantity: Net Support Fee: Start Date: End Date: SAP Adaptive Server Platform (cores) 6 21,750.00 01-01-21 - 31-12-21 01.01 - 31.12 SAP PowerDesigner EnterpriseArchidect 1 * Yearly (01.01 - 31.12) maintenance fee 21750 € Support Fees Total Net EUR: 21,750.00 Payment Terms: Payment is due to the Supplier within fourteen (14) calendar days of the date of the invoice. In the first year of Support Fees will be invoiced from the month of delivery of the Software to the Customer to the end of the respective calendar year. SAP Solution Manager Enterprise Edition and SAP EarlyWatch® Alert: SAP Solution Manager Enterprise Edition and SAP EarlyWatch® Alert shall not be requirements for or applicable to the Customer. Incidents shall be reported to the Supplier with the Support Services contact information set forth below. Remote Connection Requirements: (Choose the correct option based on the applicable grounds for exemptions and mark it with a cross) ___ The requirements for remote connections as set forth in the Agreement shall be applicable with respect to the Customer. * X The requirements for remote connections as set forth in the Agreement shall not be applicable with respect to the Customer. As a result thereof the maximum processing time set forth for the Supplier in Clause 6.1 and the SLA for the Very High priority Incidents set forth in Clause 7.1 of Annex 3, Support Plan for SAP Enterprise Support are not applicable either. An Incident that is to be processed shall be solved by phone or email. * It is acknowledged that some customers may have strict policies regarding connectivity outside their network. These can be mandated by company or local policies. By choosing the option not to fulfil the requirements for remote connections the Customers is requested to provide documentation of such policies to the Supplier or pinpoint the page/chapter/paragraph where such restriction is stated along with the signing of this Annex 1. S.Y.B. Estonia OÜ Support contact information: Local Office Time (Monday - Friday from 8:00 to 16:00): Phone +372 6181 300 E-mail [email protected] Online Form www.syb.ee/support + call +372 6181 300 Priority "Very High" outside Local Office Time: Online Form www.service.sap.com/message (see more detailed instructions how to open a technical support case from the S.Y.B. Support User Guide) Authorized Technical Contact Persons for Customer Helpdesk: Name: Ardo Abel Name: Phone: +372 56251090 Phone: E-mail: [email protected] E-mail: By signing this Annex 1 the Customer confirms that all of its installations of Software belonging to the same SAP product group with the Software specified above in this Annex 1 are covered by Support Services. This Annex 1 comes into force when it has been executed by both Parties and it overrides and supersedes any previous Annex 1. This Annex 1 is made in two original copies, one for each Party. S.Y.B. Estonia OÜ Tervise ja Heaoluinfosüsteemide Keskus "Supplier" "Customer" Authorized Signature: Name / Title: Toomas Mihkelson/ Procurator Katrin Reinhold/ Director Date Signed: 15.12.2020 15.12.2020 S.Y.B. ESTONIA OÜ Lõõtsa 8 EE-11415 TALLINN Phone +372 6181 575 Annex 1 Maintenance Agreement Estonia v1.3 20180628 www.syb.ee  Annex 2 General Terms and Conditions for SAP Enterprise Support 1. Definitions as SAP’s or the Supplier’s support organization is 1.1. In this Agreement and its Annexes (as applicable informed, the support event becomes an Incident. from time to time), unless otherwise defined elsewhere in this Agreement or the context otherwise “Incident Remedy” shall mean the remedy for an requires, the capitalized terms shall have the meaning Incident taking the form of eliminating the defect, defined in this Clause 1. Definitions the singular providing a new program version, or demonstrating include plural and vice versa. how to avoid the effects of the defect with reasonable effort. Incident Remedy corresponds to “Confidential Information” shall mean the error corrections, patches, bug fixes, workarounds, Software, its source codes (notwithstanding the fact replacement deliveries, or any other type of Software that the source code is not licensed to the Customer), or documentation corrections or Modifications. the Documentation, any Proprietary Information, and any other information or business secret marked “Incident Root Cause Analysis” shall mean the in written from as confidential by the disclosing party analysis and classification of an Incident as a at the time of the disclosure or, insofar as such hardware problem, handling issue, data quality issue, information is provided verbally, is designated as software fault, error or malfunction, etc. Treatment confidential or can be readily recognized as such. and routing of such Incident is dependent on the result of the Incident classification. “Correction Level” or “Correction Package” shall mean a change in the Software as between “Initial Term” shall, unless otherwise stated in Versions. Annex 1, mean the period of time between (i) the date the Supplier has started to provide SAP “Custom Code” shall mean software code which Enterprise Support to the Customer for the first time has been programmed either by the Supplier with regards to a particular Software (including, but (Supplier Custom Code) or the Customer (Customer not limited to cases where the Customer has changed Custom Code) and not by SAP/SAP SE. the SAP Support Model from SAP Standard Support to SAP Enterprise Support) and (ii) December, 31st “Customer Production System” shall mean a live of the next full calendar year following such date; SAP system used for the Customer’s internal however, if the provision of support starts on business operations and where the Customer’s data January 1st of a calendar year, the Initial Term shall is recorded at Customer site. end December 31st of the same calendar year. For “Documentation” shall mean SAP sales of SAP BusinessObjects products, “Initial Aktiengesellschaft’s (SAP SE) standard manual(s), in Term” shall mean one year from the Sales Order any medium (including electronic form). Effective Date, except that if there is a joint transaction (sales of SAP BusinessObjects products “Enhancement” shall mean any developments that and SAP Business All-in-One product in one deal), customize, enhance, or change existing SAP the Initial Term shall be aligned with the Initial Term functionality including but not limited, any new for the SAP Business All-in One products. APIs, alternative user interfaces and/or extensions of SAP data structures. “Local Office Time” and “Local Office Hours” shall mean from 8:00 am to 16:00 pm Monday to “Enterprise Support Solution” shall mean all Friday, in accordance with the applicable public Software licensed by the Customer which is covered holidays in Estonia. by SAP Enterprise Support. This shall exclude Software to which special support agreements apply. “Modification” shall mean (i) any Enhancements and (ii) any alteration to the Software including, but “Go-Live” shall mark the point in time from when, not limited to, a change made to the source code after implementation of the Software or an upgrade and/or metadata of the Software. of the Software, the Software is used by the Customer for the processing of real data in live “Program Concepts” shall mean means the operation mode and for running the Customer’s concepts, techniques, ideas and know-how business. embodied and expressed in any computer programs or modules included in the Software, including their “Incident” shall mean the support event starting structure, sequence and organisation. with a malfunction or functional impairment of the Software which – with reasonable probability – is “Proprietary Information” shall mean (i) with based on a defect or error of the Software. As soon respect to Supplier the Software and Documentation and any complete or partial copies thereof, the Annex 2 Maintenance Agreement Estonia v1.3 20180628 1/5  Program Concepts, Third-Party Database, any other support-related information. SAP posts the support third-party software licensed with or as part of the knowledge in its technical information database Software, benchmark results; and (ii) business secrets currently existing in the form of Notes, TopNotes, and other information reasonably identifiable as and Hot News. confidential and proprietary information of the “Service Session” shall mean a sequence of support Supplier, SAP or their licensors or the Customer, activities and tasks carried out remotely (“remote excluding, any part of the Supplier’s, SAP’s or the services”) to collect further information on an Customer’s Proprietary Information which: (a) is or Incident in a Customer Production System resulting becomes publicly available through no act or failure in a list of recommendations to improve the actual of the other Party; or (b) was or is rightfully acquired Customer system status. Such sessions may run by the other Party from a source other than the manually, as a self-service or be fully automated. disclosing Party prior to receipt from the disclosing Party; or (c) becomes independently available to the “Software” shall mean the SAP software (including other Party as a matter of right. any Third Party Software/Product) specified from time to time in Annex 1 to this Agreement, “Release” shall mean each issuance of the Software comprising the executable computer programs and identified by the numeral to the left of the decimal their associated written documents, notably point (e.g. 3.0). Documentation, and any Releases, Versions, “Renewal Term” shall, unless otherwise stated in Correction Levels or Correction Packages of the Annex 1, mean any calendar year following the Initial Software or other Incident Remedies provided in Term, with the year immediately following the Initial relation thereto under this Agreement as well as any Term being the “1st Renewal Term”. complete or partial copies or replacements of any of the foregoing. “SAP Support Portal” shall mean SAP’s Web- based information repository available for the “Support Fee” shall mean the fee payable by the Customer at http://service.sap.com/. Customer to the Supplier for the Support Services as applicable from time to time. The Support Fee “SAP Software Solution” shall mean a group of applicable at the conclusion of this Agreement is one or multiple Customer Production Systems specified in Annex 1. running Software and focusing on a specific functional aspect of the Customer’s business. Details “Support Plan” shall mean the plan describing the and examples are outlined on the SAP Support Support Services available from time to time under Portal (as specified in SAP Note 1324027 or any the selected SAP Support Model. The current future SAP Note which replaces SAP Note Support Plan has been attached to this Agreement as 1324027). Annex 3. “SAP Solution Manager Enterprise Edition” “Support Services” shall mean the maintenance shall mean a support application which is available to services under SAP Enterprise Support to be the Customers who are covered by defined provided by the Supplier to the Customer under this maintenance and support programs of SAP Agreement. Software. The scope of usage of the SAP Solution “Third-Party Database” means any database Manager Enterprise Edition depends on the software, the rights in which belong to a third party applicable SAP Support Model and is specified in licensed to the Customer through the Supplier. Annex 3. “Third Party Software/Product(s)” shall mean a “SAP Support” shall mean SAP’s support software or product owned by a third party other organization. than SAP or SAP SE and distributed by the Supplier “SAP Support Model” shall mean the unified as a “supplementary product” or as a separate support engagement between SAP and the Supplier component. as SAP’s VAR partner and the Supplier and the “Top-Issue” shall under SAP Enterprise Support Customer, currently SAP Enterprise Support as mean very special and critical Incidents, identified by defined in this Agreement and its Annexes or SAP SAP EarlyWatch® Alert or the Supplier and Standard Support. prioritized jointly by SAP and the Supplier in “SAP Support Network” shall mean SAP’s global accordance with the SAP standards, which (i) may service and support backbone for managing end-to- endanger the Go-Live of Customer pre-Production end Incident management and software System or (ii) have a significant business impact on a updates/life-cycle management. It consists of SAP core Customer’s Production System. Technical Support Database, SAP Solution Manager “Unrestricted Shipment” shall mean the phase of Enterprise Edition, and SAP Support Portal. delivery during which a Software Release is generally “SAP Technical Support Database” shall mean a available to all end users. technical information database provided and maintained by SAP in which SAP posts technical Annex 2 Maintenance Agreement Estonia v1.3 20180628 2/5  “Version” shall mean each issuance of each Release the Supplier shall have received an amount equal to identified by the numeral to the right of the decimal the payment otherwise required. point (e.g. 3.1). 2.5. The Customer can offset claims only if they are 2. Payment and Taxes uncontested or ordered by a court of law. 2.1. In case of late payment, in addition to Supplier’s right 3. Confidential Information to collect annual interest on late payment at the rate of 10 % Customer will reimburse the Supplier for all 3.1. The Parties shall treat as confidential all Confidential reasonable costs incurred (including reasonable Information of the other Party acquired in attorneys’ fees) in collecting past due amounts. connection with this Agreement. Such Confidential Information shall only be used in accordance with 2.2. All Support Fees are subject to statutory sales / the purposes of this Agreement and may not be turnover tax / value added tax unless the transaction disclosed to any third parties. Each Party shall treat is exempt. The Support Fees set forth in Annex 1 are this Agreement and its terms as Confidential exclusive of value added tax. Information of the other Party. 2.3. If the Customer is required by law to withhold 3.2. Notwithstanding Clause 3.1 above, the Supplier may income or corporation tax or a similar tax disclose necessary information (whether (hereinafter “Withholding Tax”) from any gross Confidential Information or not) regarding the payment to the Supplier under this Agreement, the Customer to SAP for the purpose of providing or Customer shall be entitled to withhold or deduct otherwise relating to the Support Services in such tax from the gross amount to be paid if and to accordance with this Agreement. By signing this the extent that the Supplier may offset the Agreement the Customer gives its consent to the withholding income and corporate tax liabilities above disclosures by the Supplier. according to the law of the country of residence of the Supplier against its income or corporate tax 3.3. Confidential Information shall not include liabilities. However, the Customer shall use all information that: endeavours to reduce any such withholding payable a. has become generally known or accessible to the lowest possible rate subject to compliance through no fault of the receiving Party; with all applicable laws and double taxation treaties. b. was in the possession of the receiving Party or The Supplier will cooperate with the Customer to the known to it or brought in material form by the extent that is necessary to apply for such reduction, receiving Party before the receipt from the especially by, but not limited to, providing necessary disclosing Party without infringing any forms to the Customer or the relevant tax authority. confidentiality obligations; Otherwise, the Customer is entitled to withhold tax c. was independently developed by the receiving at standard rates according to the relevant laws. The Party without the use of Confidential Customer will in the case of any withholding of any Information; Withholding Tax provide to the Supplier receipt d. was lawfully disclosed to the receiving Party by a from the relevant tax authority to which such third party not bound by any confidentiality Withholding Tax has been paid. In case the Supplier obligation in respect of such information; under this Agreement is not entitled to offset the e. was revealed by the receiving Party after prior withholding income and corporate tax liability written consent of the disclosing Party; or according to the law of the country of residence, the f. has to be disclosed according to statutory law or Supplier and the Customer mutually agree in writing regulation if this requirement is made known to whether the Customer shall be entitled to withhold the disclosing Party without any undue delay and taxes on account of the Supplier from the the scope of such disclosure is restricted as far as contractually agreed payments. The fact that such possible, or information that has to be disclosed offset is not possible (or not possible in a specific due to a court decision if the disclosing Party is year) shall be notified by the Supplier to the informed of this decision without undue delay Customer. and there is no possibility to appeal against such decision. 2.4. All other taxes or charges of any kind (including but not limited to, customs duties, tariffs, excise, gross 3.4. The Parties shall only make Confidential receipts, sales and use and value added tax) except Information accessible to employees or third parties income tax or corporation tax (or similar taxes) will to the extent necessary to perform the obligations be borne by the Customer. If any such tax or duty under this Agreement, and provided that such has to be withheld or deducted from any payment persons are put under a corresponding under this Agreement, the Customer shall increase confidentiality obligation. Either Supplier or the payment under this Agreement by such amount as Customer may disclose this Agreement to shall ensure that after such withholding or deduction, Annex 2 Maintenance Agreement Estonia v1.3 20180628 3/5  government agencies and other persons with a 5. Force majeure legitimate need for the information. 5.1. If the performance of this Agreement or any 3.5. The foregoing confidentiality obligation shall survive obligation under it is prevented, restricted or the termination of this Agreement. interfered with by reason of any act of God, act of government, war, terrorism, riots, strike or labour 4. Termination dispute embargo, acts of civil or military authority, failure of transportation, facilities or energy sources, 4.1. The Customer may terminate the Support Services fire or flood or other casualty, Internet or for any Software specified in Annex 1 -by giving the telecommunications failure, or failure of Supplier one hundred and twenty (120) days prior subcontractors or suppliers arising from a like cause, written notice to the end of either i) the Initial Term or from any other cause not arising within the or ii) any Renewal Term for the Software in question reasonable control of the affected Party, the affected provided that the Support Services for all of Party shall be excused from such performance for so Customer’s SAP Software installations belonging to long as and to the extent that such force prevents, the same SAP product family (whether provided restricts or interferes with that Party’s performance. under this Agreement or under another software If such conditions continue for a period of more maintenance agreement) shall always be terminated than three (3) consecutive months, either Party shall simultaneously. have the right to terminate this Agreement upon twenty (20) days prior written notice to the other 4.2. The Supplier may terminate Support Services for any Party. Software specified in Annex 1 by giving the Customer sixty (60) days prior written notice to the 6. Export restrictions end of either i) the Initial Term or ii) any Renewal Term. 6.1. The Customer acknowledges that the Software or parts of the Software and related technical 4.3. Notwithstanding Clause 4.2 above, the Supplier may information are subject to U.S. and/or European or terminate this Agreement upon fourteen (14) days other export control laws, including applicable prior written notice to the Customer if the Customer national laws, which may prohibit their delivery to fails to pay any portion of or all remuneration due certain countries. The Customer undertakes not to and owed for the Support Services ordered by the export or reexport Software or technology in Customer. connection therewith contrary to the export control regulations of the United States of America, the 4.4. Notwithstanding Clause 4.2 above, the Supplier may European Community, applicable national laws and terminate the Support Services for any Software regulations, and other export control laws in the area specified in Annex 1 or this Agreement in its of the European Community and, in particular to entirety, as applicable if all Customer’s installations obtain the required export licenses. The Customer is of Software belonging to the same SAP product responsible for obtaining the necessary export- family with the respective Software are not under license if the Software, subject to the License maintenance under the same SAP Support Model. Agreement, is transferred to another location. 4.5. In case the License Agreement is terminated for 7. Miscellaneous whatever cause, the Supplier shall have the right to simultaneously terminate this Agreement with regard 7.1. This Agreement may not be assigned by the to the respective Software by giving the Customer a Customer without the Supplier’s prior written written notice thereof. consent. Any such purported assignment shall be void. The terms and conditions of this Agreement 4.6. Either Party may terminate this Agreement in its shall be binding upon any permitted assignees or entirety or with respect to Support Services for transferees. However, the Supplier may assign this certain Software specified in Annex 1 upon any Agreement to any company belonging to the same material breach of this Agreement by the other Party group of companies or to SAP or another company which is capable of remedy but has not been appointed by SAP, if necessary for the provision of remedied within thirty (30) calendar days after Support Services. written notice from the non-breaching Party requiring such breach to be remedied. Termination 7.2. This Agreement together with its Annexes forms the shall not relieve the Customer from paying all fees entire agreement of the Parties relating to the subject accruing prior to termination and shall not limit matter hereof and supersedes all previous and either Party from pursuing any other available contemporaneous agreements, communications, remedies. representations, or agreements regarding the same subject matter. Annex 2 Maintenance Agreement Estonia v1.3 20180628 4/5 7.3. All notices relating to this Agreement shall be in writing and delivered in person, by overnight delivery service or first class prepaid mail with return receipt requested, to the address of the other Party specified above or the address specified by such Party in accordance with this Clause, and shall be deemed to be given when delivered if delivered in person or by overnight delivery service and upon the expiration of seven (7) days after sending if sent by mail, unless the return receipt provides an earlier date. 7.4. Should any provision in this Agreement be or become ineffective or if this Agreement is incomplete, this will not affect the validity of the remaining provisions of this Agreement. The ineffective provision must be replaced by an enforceable provision that achieves as nearly as possible the business purpose, intent and economic effect of the ineffective provision. 7.5. The failure or delay by either Party to enforce any term of this Agreement shall not be deemed a waiver of such term. 7.6. Subject to what has been set forth about the Supplier’s right to change the terms of this Agreement under Clause 8 of the main body of this Agreement, all other amendments to the Agreement shall be made in writing and shall be signed by both Parties in order to be binding. 8. Governing law and jurisdiction 8.1. This Agreement shall be governed by, and construed and enforced in accordance with the laws of Estonia, without regard to conflict of law principles. 8.2. Any disputes arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination, shall be settled by arbitration in accordance with the Rules of the Arbitration Court of the Estonian Chamber of Commerce and Industry and in force at the time when such proceedings are commenced. The number of arbitrators shall be three (3). The arbitration referred to above is the Arbitration Court of the Estonian Chamber of Commerce and Industry. Annex 2 Maintenance Agreement Estonia v1.3 20180628 5/5  Customer: Tervise ja Heaolu Infosüsteemide Keskus Software Maintenance Agreement nr. 23820060 Annex 1 Supported Software and Support Fees for SOFTWARE MAINTENANCE AGREEMENT SAP Support Model: VAR Delivered SAP Enterprise Support Initial Term** Renewal Term** (**In deviation from the main rule as set forth in Annex 2) Supported Software Item: Item Quantity: Net Support Fee: Start Date: End Date: SAP Adaptive Server Platform (cores) 12 46,000.00 01-01-21 - 31-12-21 01.01 - 31.12 SAP PowerDesigner EnterpriseArchidect 1 SAP SQL Anywhere workgroup, Edge edition (core) 1 * Yearly (01.01 - 31.12) maintenance fee 46000 € Support Fees Total Net EUR: 46,000.00 Payment Terms: Payment is due to the Supplier within fourteen (14) calendar days of the date of the invoice. In the first year of Support Fees will be invoiced from the month of delivery of the Software to the Customer to the end of the respective calendar year. SAP Solution Manager Enterprise Edition and SAP EarlyWatch® Alert: SAP Solution Manager Enterprise Edition and SAP EarlyWatch® Alert shall not be requirements for or applicable to the Customer. Incidents shall be reported to the Supplier with the Support Services contact information set forth below. Remote Connection Requirements: (Choose the correct option based on the applicable grounds for exemptions and mark it with a cross) ___ The requirements for remote connections as set forth in the Agreement shall be applicable with respect to the Customer. * X The requirements for remote connections as set forth in the Agreement shall not be applicable with respect to the Customer. As a result thereof the maximum processing time set forth for the Supplier in Clause 6.1 and the SLA for the Very High priority Incidents set forth in Clause 7.1 of Annex 3, Support Plan for SAP Enterprise Support are not applicable either. An Incident that is to be processed shall be solved by phone or email. * It is acknowledged that some customers may have strict policies regarding connectivity outside their network. These can be mandated by company or local policies. By choosing the option not to fulfil the requirements for remote connections the Customers is requested to provide documentation of such policies to the Supplier or pinpoint the page/chapter/paragraph where such restriction is stated along with the signing of this Annex 1. S.Y.B. Estonia OÜ Support contact information: Local Office Time (Monday - Friday from 8:00 to 16:00): Phone +372 6181 300 E-mail [email protected] Online Form www.syb.ee/support + call +372 6181 300 Priority "Very High" outside Local Office Time: Online Form www.service.sap.com/message (see more detailed instructions how to open a technical support case from the S.Y.B. Support User Guide) Authorized Technical Contact Persons for Customer Helpdesk: Name: Ardo Abel Name: Phone: +372 56251090 Phone: E-mail: [email protected] E-mail: By signing this Annex 1 the Customer confirms that all of its installations of Software belonging to the same SAP product group with the Software specified above in this Annex 1 are covered by Support Services. This Annex 1 comes into force when it has been executed by both Parties and it overrides and supersedes any previous Annex 1. This Annex 1 is made in two original copies, one for each Party. S.Y.B. Estonia OÜ Tervise ja Heaoluinfosüsteemide Keskus "Supplier" "Customer" Authorized Signature: Name / Title: Toomas Mihkelson/ Procurator Tanel Tera/ Acting Director Date Signed: 14.12.2021 14.12.2021 S.Y.B. ESTONIA OÜ Lõõtsa 8 EE-11415 TALLINN Phone +372 6181 575 Annex 1 Maintenance Agreement Estonia v1.3 20180628 www.syb.ee HANKELEPING nr 3-9/2958-1 Sybase CPU ning Information Builders tarkvara (WebFOCUS, iWay) litsentsid ja tootetugi Tervise ja Heaolu Infosüsteemide Keskus (edaspidi nimetatud tellija), registrikood 70009770, aadress Uus-Tatari 25, 10134 Tallinn, keda esindab põhimääruse alusel direktori kohusetäitja Tanel Tera ja S.Y.B. Estonia OÜ, (edaspidi nimetatud täitja), registrikood 10991629, aadress Lõõtsa tn 8, 11415 Tallinn, keda esindab volikirja alusel prokurist Toomas Mihkelson, edaspidi koos või eraldi nimetatud ka pool või pooled, sõlmisid käesoleva hankelepingu (edaspidi leping) alljärgnevas: 1. Lepingu eesmärk ja ese 1.1. Tellija poolt korraldatud riigihanke „Sybase CPU ning Information Builders tarkvara (WebFOCUS, iWay) litsentsid ja tootetugi“ (riigihanke viitenumber 243982) alusel sõlmitud lepingu eesmärk on soetada Sybase CPU ning Information Builders tarkvara (WebFOCUS, iWay) litsentsid koos tootetoega (edaspidi asi). 1.2. Lepingu esemeks on tarkvara litsentsid, litsentside konverteerimine ja tootetugi. Lepingu eseme täpsem kirjeldus on toodud tehnilises kirjelduses. 1.3. Lepingu eseme hulka kuulub ka tarkvara kasutuslitsentsidega seotud teenused, mis kuuluvad hanke eseme hinna hulka. Kasutuslitsentsi tugi sisaldab tootja tugiteenust, mille sisuks on tellija konsulteerimine tarkvara kasutamise küsimustes ja muud tootja poolt pakutud teenused. 1.4. Leping jõustub sõlmimise hetkel ja lepingu alusel soetatud toote kasutusperiood tehnilises kirjelduses märgitud periood. 2. Üldtingimused 2.1. Lepingu juurde kuuluvateks lahutamatuteks osadeks loetakse kõik lisad ja riigihanke alusdokumendid ning täitja riigihankes esitatud pakkumus ja pooltevahelised kirjalikud teated, mida lepingu lisadena eraldi ei allkirjastata. 2.2. Lepingu täitmise aluseks on hankes esitatud pakkumuskutse ja pakkumus. 2.3. Pooled teevad lepingu täitmiseks ja lepingu eesmärkide saavutamiseks koostööd. Pooled kohustuvad tegema kõik vajalikud pingutused, et täita leping õigeaegselt ja vastavalt kokkulepetele. 2.4. Täitja kinnitab, et ta on lepingu eseme edasitäitja ja lepingu täitmisega ei kahjustata kolmandate isikute õigusi ja huve ning puuduvad mistahes asjaolud, mis välistaksid tema õigusi leping sõlmida. 2.5. Lepingu allkirjastamisega kinnitab täitja võimekust tarnida tähtaegselt tellitavate asjade kogused vastavalt kokkulepitud tingimustele. 1  2.6. Asja üleandmise hetkest tekib tellijal asja kasutusõigus lepingus sätestatud tingimustel. Asja kasutamine on tellijale lubatud Eesti Vabariigi territooriumil ja tähtajatult. 2.7. Omandiõiguse ülemineku hetk lepingu eseme suhtes on asja tellijale kasutamiseks võimaldamise hetk. 3. Poolte õigused ja kohustused 3.1. Täitja kohustub: 3.1.1. müüma asjad lepingus kokkulepitud tingimustel; 3.1.2. pakkuma tootetuge vastavalt tehnilisele kirjeldusele ja pakkumusele; 3.1.3. tegema koostööd kolmandate osapooltega pidades silmas tellija vajadusi (nt äritellijaga jne); 3.1.4. teavitama viivitamatult lepingu nõuetekohast täitmist takistavatest asjaoludest; 3.1.5. tarnima asjad tasuta vastavalt lepingus sätestatule; 3.1.6. teavitama kirjalikku taasesitamist võimaldavas vormis oma mistahes huvist, mis võib põhjustada lepingu täitmisel huvide konflikti tekkimist. 3.2. Täitjal on õigus: 3.2.1. saada lepingu täitmise eest lepingus kokkulepitud ulatuses ja korras tasu; 3.2.2. kasutada lepingu täitmisel alltöövõtjaid. Alltöövõtjate tegevuse ja tegevusetuse eest vastutab tellija ees täitja; 3.2.3. anda arve esitamise õiguse üle kolmandale isikule lepingu muudatust sõlmimata, kui ta on tellijale esitanud sellekohase teate. 3.3. Tellija kohustub: 3.3.1. võtma asja vastu kokkulepitud ajal; 3.3.2. teavitama viivitamatult täitjat asja vastuvõtmist takistavatest asjaoludest; 3.3.3. tasuma vastu võetud asjade eest kokkulepitud ulatuses ja korras. 3.4. Tellijal on õigus: 3.4.1. kontrollida igal ajal lepingu täitmist ja anda täitjale selleks kohustuslikke suuniseid; 3.4.2. keelduda osaliselt või täielikult tasu maksmisest, kui täitja ei täitnud nõuetekohaselt lepingut kokkulepitud tingimustel ja täitja poolne rikkumine ei ole objektiivselt põhjendatud; 3.4.3. kaasata lepingu täitmiseks teisi riigiasutusi informatsiooni andmisel, maksja ja/ või asja kvaliteedi kontrollija rollis. Kolmanda osapoole kaasamine tellija poolt ei ole käsitletav lepingu muutmisena riigihangete seaduse mõttes. 4. Lepingu täitmine 4.1. Kasutuslitsentsidega seotud teenuse osutamine 4.1.1. SAP tarkvara tootetoe kontaktid: 4.1.1.1. Pakkuja tehnilise toe kontaktisik: Vahur Sari, telefon +372 618 1300, e-posti aadress: [email protected]; 4.1.2. Tibco/Information Builders tootetoe kontaktid: 4.1.2.1. Pakkuja tehnilise toe kontaktisik: Vahur Sari, telefon +372 618 1300, e-posti aadress: [email protected]. 2  4.1.3. Muud kasutuslitsentsidega seotud teenuste saamiseks pöördub tellija kontaktisik täitja poole kas telefoni teel kontaktisiku numbril või e-posti teel. 4.2. Asja üleandmise ja vastuvõtmise kord 4.2.1. Täitja annab tellijale üle asja, mille kvaliteet, kogus ja omadused vastavad lepingule. Lepingus määratlemata omaduste osas peab asi olema vähemalt keskmise kvaliteediga ja vastama sarnastele asjadele tavaliselt esitatavatele nõuetele. 4.2.2. Täitja kohustub asja komplektina üle andma hiljemalt 01.01.2022, edastades vastava info tootja portaali. 4.2.3. Asi antakse üle täitja poolt allkirjastatud üleandmise ja vastuvõtmise aktiga (edaspidi akt), asja vastuvõtmiseks allkirjastab tellija akti omalt poolt, kui tellijal puuduvad pretensioonid üle antud asja osas.1 Akt tuleb allkirjastada mõistliku aja jooksul. 4.2.4. Kui üle antud asi ei vasta lepingule, on tellijal õigus asja vastuvõtmisest keelduda ja anda täitjale täiendav tähtaeg lepingu nõuetekohaseks täitmiseks. 4.2.5. Akti allkirjastamisega annab täitja tellijale üle kõik asja omandiõigused vastavalt lepingule. 5. Lepingu hind 5.1. Tellija tasub täitjale asja eest pakkumuses esitatud kogumaksumuse alusel 209 385,00 (kakssada üheksa tuhat kolmsada kaheksakümmend viis) eurot käibemaksuta (edaspidi lepingu hind). 5.2. Lepingu hind sisaldab kokkulepitud asja, konverteerimist ja tootetuge vastavalt tehnilisele kirjeldusele. 5.3. Tellija tasub asja eest pärast üleandmise-vastuvõtmise akti allkirjastamist ja selle alusel esitatud arve saamist. 5.4. Arve esitatakse tellijale e-arvena. Arvel tuleb märkida riigihanke nimetus, lepingu number ja kontaktisiku andmed. 5.5. Arve tasumiseks annab täitja minimaalselt tähtaja 21 kalendripäeva alates arve laekumisest. 6. Intellektuaalne omand 6.1. Täitja kinnitab lepingu allkirjastamisega, et talle kuuluvad asja intellektuaalse omandi õigused, mis on vajalikud lepingu täitmiseks ja õiguste loovutamiseks tellijale ning nende suhtes ei ole õigusi ega nõudeid kolmandatel isikutel. 6.2. Tasu intellektuaalse omandi varaliste õiguste loovutamise ja litsentsi andmise eest sisaldub lepingu hinnas. 6.3. Täitja loovutab tellijale lepingu täitmise käigus loodu, mis puutuvad lepingu täitmisse, kõik autori varalised õigused ning annab lihtlitsentsi autori isiklikele õigustele koos all-litsentsi andmise õigusega kogu autoriõiguste kehtivuse ajaks ilma geograafiliste piiranguteta asja üleandmise hetkest, loobudes sellega lepingu alusel üle antud originaalteoste osas õiguste kasutamisest. 1 Eseme tarnimisel allkirjastatud akt asja füüsilise kohale toomise kohta ei asenda käesolevas punktis nimetatud akti. 3  6.4. Täitja tagab, et autori isiklikud õigused on ilma täitja nõusolekuta teostatavad muuhulgas järgnevas ulatuses: 6.4.1. tellijal on õigus asja kasutada mis tahes eesmärgil ja viisil; 6.4.2. tellija või tellija tellimusel kolmandatel isikutel on õigus teha üle antud asjades muudatusi ning neid täiendada; 6.4.3. tellijal või tellija tellimusel kolmandatel isikutel on õigus asja muuta või asjale lisada tellija või kolmandate isikute poolt loodud asju; 6.4.4. asja üleandmisega tellijale kinnitab täitja, et asi on üldsusele avaldamiseks valmis. 6.5. Täitja tagab tellijale kõik vajalikud õigused lepingu täitmise käigus müüdava asja kontrollimiseks ja testimiseks ka ajal, mil asi on füüsiliselt üle antud, kuid ei ole veel tellija poolt aktiga vastu võetud. 6.6. Täitja on kohustatud tagama intellektuaalse omandi õiguste (eeskätt autoriõiguste) olemasolu ja kehtivuse, samuti nende ülemineku tellijale viisil, mis võimaldab tellijal lepingu lõppedes üle võtta lepingu eseme kasutamiseks. 6.7. Täitja kohustub lahendama kõikvõimalikud lepingujärgsete teenustega seotud intellektuaalse omandi õigustest tekkivad vaidlused kolmandate isikute või oma töötajate või koostööpartneritega, v.a. kui vastutus lasub kellelgi teisel. Juhul, kui eeltoodust tekib tellijale rahaline või muu kohustus või juhul, kui tellija on kohustatud lõpetama lepingu alusel ostetud asjade kasutamise, on tellijal õigus nõuda täitjalt sellega kaasneva rahalise või muu kohustuse täitmist ja/või samaväärse asja müümist ilma täiendavat tasu nõudmata võimalikult lühikese aja jooksul, hoidudes mistahes viivitustest tellija töös, eseme kasutuselevõtmises ja kasutamises tellija poolt. 6.8. Kõik tellijale kaasnevad otsesed ja kaudsed kahjud, mis tulenevad sellest, et kolmandal isikul on või väidetavalt on varalisi või mittevaralisi intellektuaalsest omandist tulenevaid õigusi lepingu alusel üle antavate intellektuaalse omandi objektide suhtes, kannab täitja. 6.9. Selles alapeatükis kirjeldatud õigused ja litsentsid loetakse tellijale lõplikult üle läinuks pärast asja vastuvõtmist aktiga. 7. Konfidentsiaalsuskohustus 7.1. Pooled kohustuvad vastastikku hoidma salajas ja mitte avaldama kolmandatele isikutele ükskõik missugust konfidentsiaalseks peetavat informatsiooni, mis on saadud teiselt poolelt lepingu täitmise käigus või muul viisil või juhuslikult. 7.2. Täitja peab võtma kasutusele isikuandmete ja tellija infosüsteemide kaitseks organisatsioonilisi, füüsilisi ja infotehnilisi turvameetmeid, lähtudes muuhulgas kehtivatest õigusaktidest. Täitja ei tohi töödelda arenduskeskkondades reaalseid ja isikustatud andmeid. 7.3. Juhul, kui lepingu täitmise raames osutub vajalikuks isikuandmete töötlemine, lepivad pooled isikuandmete töötlemise tingimused kokku isikuandmete töötlemise lepingus, juhindudes isikuandmete kaitse üldmääruse2 artiklis 28 kirjeldatust. 2 Euroopa Parlamendi ja Nõukogu määrus nr (EL) 2016/679. 4  7.4. Konfidentsiaalne informatsioon on igasugune teave (sh ärisaladus, isikuandmed, lepingute andmed, infosüsteemid, turvasüsteemide kirjeldused, riistvara ja tarkvara kirjeldused, pakkumused, kasutatavad tehnoloogiad, spetsifikatsioonid jms), mis on saadud seoses lepingu täitmisega ja mille sattumine kolmandate isikute kätte võib pooltele põhjustada turvariske või majanduslikku kahju või kolmandate isikute (eelkõige tellija klientide) eraelu puutumatuse rikkumist. Kahtluse korral eeldatakse informatsiooni konfidentsiaalsust. 7.5. Konfidentsiaalne informatsioon ei ole teave, mille avalikustamise kohustus tuleneb õigusaktidest või mille avalikustamiseks pooled on andnud nõusoleku. 7.6. Täitja ei tohi tegeleda lepingu osas avalike suhetega ning anda teateid pressile, elektroonilisele meediale, üldsusele või teistele auditooriumidele, välja arvatud tellija eelneval kirjalikku taasesitamist võimaldaval nõusolekul. 7.7. Pooled võivad edastada konfidentsiaalset informatsiooni ainult nendele isikutele, kes on lepingu täitmisega seotud ja tagavad, et need isikud oleksid konfidentsiaalsuskohustusest teadlikud. Pooled nõuavad nimetatud isikutelt selle kohustuse tingimusteta ja tähtajatut täitmist. 7.8. Pooled ei kasuta lepingu täitmisel neile teatavaks saanud konfidentsiaalset informatsiooni oma huvides ega muul eesmärgil, kui lepingu täitmiseks. 7.9. Täitja on teadlik, et lepingud ja kokkulepped on avalikud, v.a osades, mis on avaliku teabe seadusest tulenevatel alustel määratud asutusesiseseks kasutamiseks või märgitud täitja poolt ärisaladuseks. 7.10.Konfidentsiaalsuskohustuse rikkumise korral kohustub täitja hüvitama kõik kahjud, mis sellise rikkumise tagajärjel tellijale või kolmandale isikule tekkisid, sõltumata sellest, kas rikkumine pandi toime lepingu kehtivuse ajal või lepinguliste kohustuste lõppemise järgselt. 7.11. Konfidentsiaalsuskohustus kehtib tähtajatult. 8. Vastutus 8.1. Pool vastutab oma lepingulise kohustuse rikkumise eest, välja arvatud juhul, kui rikkumine on vabandatav vääramatu jõu või muu objektiivse asjaolu tõttu. Nimetatud asjaolu esinemist peab tõendama pool, kes sellele tugineda soovib. 8.2. Pool vastutab oma lepingulise kohustuse rikkumise eest, mis tuleneb tema poolt lepingu täitmisse kaasatud isikute tegevusest. 8.3. Pool ei vastuta lepinguliste kohustuste rikkumise eest, mis tulenes teise poole kohustuste rikkumisest või kolmandate isikute tegevusest või tegemata jätmistest. Kui tellija viivitab omapoolsete kohustuste täitmisega ja nende kohustuste mittetähtaegne täitmine ei võimalda täitjal omapoolseid kohustusi tähtaegselt täita, fikseeritakse asja üleandmise tähtaja pikenemine vastava aja võrra. Nimetatud asjaolu esinemist peab tõendama pool, kes sellele tugineda soovib. 8.4. Kohustuse rikkumisel on teisel poolel õigus kasutada kõiki seadusest või lepingust tulenevaid õiguskaitsevahendeid vastavalt võlaõigusseadusele. 8.5. Poolte rahaline koguvastutus on piiratud lepingu kogumaksumusega, kuid see piirang ei kehti süülisel rikkumisel, sh süülisel rikkumisel seoses intellektuaalomandiõiguse või andmekaitsealaste kohustustega. 8.6. Tasu maksmisega viivitamisel on täitjal õigus nõuda viivist võlaõigusseaduses sätestatud määras konkreetse asja eest maksmisele kuuluvast tasust iga 5  tasumisega viivitatud kalendripäeva eest. Viivise maksimaalne määr on 25% konkreetse asja eest tasumisele kuuluvast kogusummast. Viivise nõue tuleb esitada allkirjastatult. 8.7. Täitja poolse lepinguliste kohustuste rikkumisena käsitletakse eeskätt olukorda, kus üle antud asi ei vasta osaliselt või täielikult lepingu tingimustele või esineb muid täitja poolseid lepingu rikkumisi. 8.8. Kui täitjal rikub lepingulist kohustust, on tellijal õigus nõuda leppetrahvi tasumist, mille suuruseks on 200 eurot iga rikkumises oldud kalendripäeva eest, kuid mitte rohkem kui 25% lepingu kogumaksumusest. Kui asja ostmine on kokku lepitud etappide kaupa, siis mitte rohkem kui 25% etapi kogumaksumusest. 8.9. Juhul kui täitja poolsetest viivitustest tingitult ei ole asja kasutuselevõtt enam realistlik või vajalik, on tellijal õigus lepingust taganeda vastavalt võlaõigusseaduse § 116 lõikele 1 ning täitja on kohustatud tegema juba makstud osa eest tellijal tagasimakse. 8.10. Lepingu olulise rikkumise korral on tellijal õigus esitada täitjale leppetrahvi nõue 10 000 eurot iga rikkumise eest. Täitja poolse olulise lepingu rikkumise korral ei pea tellija määrama täitja lepingu täitmiseks võlaõigusseaduse §-s 114 nimetatud täiendavat tähtaega ning tellijal on muu hulgas õigus leping üles öelda või lepingust taganeda. 8.11. Oluline rikkumine on lisaks võlaõigusseaduses sätestatule mh järgnev: 8.11.1. mõjuva põhjuseta täitmisele mitte asumine; 8.11.2. valeinfo esitamine; 8.11.3. lepingu täitmiseks vajalike õiguste (sealhulgas load, litsentsid, intellektuaalse omandi õigused) puudumine; 8.11.4. intellektuaalse omandi õiguste ja nende kasutamise tingimuste rikkumine; 8.11.5. korduv (vähemalt kahel korral) meeskonnaliikme asendamine isikuga, kes ei vasta kokku lepitud nõuetele või meeskonnaliikme asendamine ilma osja eelneva vähemalt kirjalikku taasesitamist võimaldavas vormis antud nõusolekuta; 8.11.6. konfidentsiaalsuskohustuse rikkumine; 8.11.7. lepingujärgsete kohustuste korduv (vähemalt kahel korral) täitmata jätmine; 8.11.8. tähtaegselt asja üle andmata jätmine selliselt, et lepingu eesmärgi täitmine ei ole enam tähtaegselt realistik ja/või täitja poolse tegevuse või tegevusetuse tõttu ei ole võimalik enam kasutada lepingu rahastamiseks ettenähtud vahendeid; 8.11.9. lepingujärgsete kohustuste üleandmine kolmandale isikule vastavat lepingumuudatust sõlmimata. 8.12. Asja vastuvõtmine tellija poolt ei vabasta ega vähenda täitja vastutust lepingu rikkumise eest. 8.13.Kui täitja ei täida lepingut nõuetekohaselt ja selle alusel teeb rakendusasutus toetuse vähendamise või tagasinõude otsuse, on tellijal õigus täitjalt tagasi nõuda mitteabikõlbulikud kulud tagasimakse nõude ulatuses. 8.14.Leppetrahvi nõude kohustub tellija esitama mõistliku aja jooksul, kuid mitte hiljem kui 3 kuu jooksul alates päevast, mil tellija sai teadlikuks leppetrahvi nõude aluseks olevast asjaolust. Leppetrahvi nõude vaidlustamine ei vabasta täitjat selle maksmise kohustusest enne vastava kohtuotsuse jõustumist. 6  8.15.Täitja on kohustatud leppetrahvi tasuma 14 kalendripäeva jooksul alates tellija poolt vastava nõude esitamisest, kui leppetrahvi nõudes ei ole määratud teisiti. 8.16. Tellijal on õigus tasaarvestada leppetrahvi summa täitjale asja eest tasumisele kuuluvate maksetega. Tasaarvestamise korral ei rakendata leppetrahvi tasumise kohustust. 9. Lepingu kehtivus, muutmine ja lõpetamine 9.1. Leping jõustub sõlmimisel. Tootetugede kehtivus on 12 kuud pärast asja vastuvõtmist. 9.2. Lepingut muudetakse pooltevahelise kirjaliku kokkuleppega lepinguga samas vormis, arvestades riigihangete seaduses toodut. 9.3. Kui mõni lepingu tingimus peaks osutuma osaliselt või täielikult kehtetuks või täitmisele mittepööratavaks, ei mõjuta see teiste lepingu tingimuste kehtivust ning lepingu ülejäänud tingimused jäävad kehtima ja täitmisele pööratavaks. Sel juhul võimalusel asendatakse kehtetu või täitmisele mittepööratav tingimus õiguslikult kehtiva tingimusega, mis on sisult võimalikult lähedane poolte kavatsustele ja kehtetu tingimuse majanduslikule mõjule. 9.4. Tellija võib lepingu igal ajal sõltumata põhjusest lõpetada, teatades sellest kirjalikku taasesitamist võimaldavas vormis ette 30 päeva. Lepingu lõpetamine vabastab pooled käesoleva lepinguga sätestatud kohustuste täitmisest. 9.5. Tellijal on õigus leping ühepoolselt etteteatamistähtaega järgimata üles öelda või sellest taganeda, kui täitja on oluliselt lepingut rikkunud või juhul, kui täitja: 9.5.1. suhtes on algatatud pankrotimenetlus; 9.5.2. pankrot on välja kuulutatud; 9.5.3. varad arestitakse; 9.5.4. finantsseisund halveneb tellija põhjendatud hinnangul oluliselt ja see muudab lepingu nõuetekohase täitmise vähetõenäoliseks. 9.6. Lepingu lõppemisel mistahes alusel ja põhjusel on täitja kohustatud tellijale üle andma kogu lepinguga seotud informatsiooni ja dokumentatsioon (nii digitaalselt kui paberkandjal, samuti informatsiooni, mida ei ole salvestatud eelnimetatud infokandjatele). Üleantav info ja dokumentatsioon peab olema süstematiseeritud. Täitja on kohustatud andma ammendavad selgitused eelkirjeldatud informatsiooni haldamise ja kasutamise kohta, tehes seda tellija nõudmisel kirjalikult. 10. Teadete edastamine ja kontaktisikud 10.1. Teadete edastamine toimub üldjuhul e-posti teel, lähtudes kodukorra tingimustest selle olemasolul. E-posti teel, sh digitaalselt allkirjastatud dokumentide, saatmise korral loetakse teade kättesaaduks kohale jõudmise teates märgitud kellaajal või e-kirjas näidatud saatmise kellaajal. 10.2.Juhul, kui teate edastamisel on olulised õiguslikud tagajärjed, peab teade olema edastatud digiallkirjastatult poole allkirjaõigusliku isiku poolt. Informatiivset teadet võib edastada ka telefoni teel. Informatiivseks loetakse teade, millega ei kaasne õiguslikke tagajärgi. 10.3.Kirjalik teade loetakse poole poolt kättesaaduks, kui see on üle antud allkirja vastu või kui teade on saadetud postiasutuse poolt tähitud kirjaga poole poolt teatatud aadressil ja postitamisest on möödunud 5 kalendripäeva. 7  10.4. Tellija kontaktisik(ud) on: 10.4.1. Imre Austa, telefon +372 508 3100, e-post: [email protected] või tema asendaja; 10.4.2. üksnes tehnilistes küsimustes Ardo Abel, telefon +372 56251090, e-post: [email protected] või tema asendaja; 10.5.Täitja kontaktisik(ud) on: Toomas Mihkelson, regioonijuht, telefon 5010728, e-post: [email protected] või tema asendaja; 10.6. Kontaktisikute pädevuses on anda teisele poolele vajaliku informatsiooni ja juhiseid oma pädevuse piires, anda nõusolek meeskonnaliikme vahetamiseks, kontrollida teostatud lepingu kvaliteeti, anda lepingu ese üle ja võtta vastu ning allkirjastada akt. 10.7.Kontaktisiku muutumisest teavitab pool kirjalikult teist poolt viivitamatult. 11. Lõppsätted 11.1. Lepinguga seotud vaidlused, mida pooled ei ole suutnud läbirääkimiste teel lahendada, antakse lahendamiseks Harju Maakohtule. 11.2. Lepingule kohaldub Eesti õigus. 11.3. Lepinguga reguleerimata küsimustes või olukorras, kus mõni lepingu säte on vastuolus seadusega, lähtutakse Eesti Vabariigis kehtivast seadusandlusest. 12. Lisad (ei allkirjastata) 12.1. Lisa 1 – Tehniline kirjeldus; 12.2. Lisa 2 – Pakkumus. 13. Poolte allkirjad Tellija: Täitja: /allkirjastatud digitaalselt / /allkirjastatud digitaalselt / 8 Appendix 3 Tervise ja Heaolu Infosüsteemide Keskus Customer Technical Contact: Ardo Abel S.Y.B. Purchase Order ("SPO") Agreement Date: 14-12-21 Email: [email protected] for Agreement Number: 23820065 Address: Uus-Tatari 25, Tallinn, Estonia MASTER SOFTWARE SUPPLY AND LICENSE AGREEMENT ("Agreement") SPO Number: 23820066 Date of SPO: 14-12-21 Country: Estonia Phone #: +372 56251090 Fax #: Material Product Item ("Program") Sales Unit Sales Unit Delivery Price / Sales Unit Discount % Total Price Net Price Number Metrics Qty Type ** License Support Volume Other License Support License Support 7018421 SAP Adaptive Server Platform cores 6.00 ED € 15,500.00 € 93,000.00 € 0.00 € 93,000.00 € 0.00 7018359 SAP SQL Anywhere workgroup, Edge edition cores 1.00 ED € 0.00 € 0.00 € 0.00 € 0.00 ED € 0.00 € 0.00 € 0.00 € 0.00 ED € 0.00 € 0.00 € 0.00 € 0.00 ED € 0.00 € 0.00 € 0.00 € 0.00 ED € 0.00 € 0.00 € 0.00 € 0.00 ED € 0.00 € 0.00 € 0.00 € 0.00 ED € 0.00 € 0.00 € 0.00 € 0.00 ED € 0.00 € 0.00 € 0.00 € 0.00 ED € 0.00 € 0.00 € 0.00 € 0.00 TOTALS 7.00 € 93,000.00 € 0.00 € 93,000.00 € 0.00 ** ED (Electronic Delivery). This order will be fulfilled electronically. Miscellaneous: - Payment Terms: Net 14 days from the date of invoice. Summary of Fees - This SPO incorporates and the above Programs are licensed subject to the terms of the Agreement as referenced above and the the EULA attached thereto Less as Appendix 3 or, if no agreement is referenced, the license agreement included with the Program package or displayed at the time of Program installation. Total Price Discount Totals - Third party products supplied with a license from the supplier are provided subject to the terms of such third party supplier license. Support or warranty License Fees 93,000 € 0€ 93,000 € service for such third party products, if any, is provided by the third party supplier. Support Fees 0€ 0€ 0€ - Any additional products not listed above and supplied to the Customer without additional charges are subject to the applicable license agreement included Education Fees 0€ with such product. Consulting Fees 0€ - Some Programs and Sales Units or License Types are subject to additional or supplemental terms and conditions (“Product Specific License Terms”) Delivery Fees 0€ that are posted on http://global.sap.com/corporate-en/our-company/policies/sybase/product-specific-license-terms.epx as of the date of this SPO and Totals (EUR) € 93,000.00 € 0.00 € 93,000.00 are attached to this SPO. Customer acknowledges and confirms that it has had the opportunity to review the applicable Product Specific License Terms applicable to each licensed Program prior to signing this SPO and agrees to such Product Specific License Terms. SPO Information: - By signing this SPO, Customer agrees to be bound by this SPO and the terms and conditions of the Master Software Supply and License Agreement as refernced above including the EULA attached thereto as Appendix 2. - Customer authorizes S.Y.B. Estonia OÜ to invoice Customer in the amounts set forth in the Summary of Fees plus applicable tax and VAT. - Delivery (if other than Electronic Delivery): free carrier (FCA) named place, Incoterms 2000. - The scope and terms and conditions of support are set forth in the Software Maintenance Agreement entered into between the Parties. Installation: Choose option a) or b) below by underlining the option applicable: a) Customer obligation in accordance with the Agreement, Appendix 1, Article 4, section 4. b) Supplier responsibility in accordance with a separate agreement to be signed by the Parties. Environment Details: Customer and Invoicing Details: Type of Computer: Intel based virtual machine Company name: Tervise ja Heaolu Infosüsteemide Keskus Operating System: not applicable VAT number: - Database Management System: not applicable Invoicing Address: Uus-Tatari 25 Installation Location: Ädala 4f, 10614 Tallinn P.O.Box / Postal code 10143 Desired Number of Users: core based City: Tallinn Country: Estonia Signatures: S.Y.B. Estonia OÜ Tervise ja Heaolu Infosüsteemide Keskus "Supplier" "Customer" Signature: Signature: Name: Toomas Mihkelson Name: Tanel Tera Title: Procurator Title: Acting Director Date Signed: 14.12.2021 Date Signed: 14.12.2020 Appendix 3 License Agreement Estonia v1.2 20180117 Page 1 of 1  Agreement Number: 23820065 MASTER SOFTWARE SUPPLY AND LICENSE AGREEMENT 1. Parties 1.1. This Master Software Supply and License Agreement (”Agreement”) is entered into on by: a) S.Y.B. ESTONIA OÜ (Reg. Number 10991629) with its registered office at Lõõtsa 8, 11415 Tallinn, Estonia (“Supplier”); and b) Tervise ja Heaolu Infosüsteemide Keskus (Reg. Number 70009770) with its registered office at Uus-Tatari 25, 10143 Tallinn, Estonia (“Customer”). 1.2. The Supplier and the Customer are hereinafter also jointly referred to as the “Parties” and independently as a “Party”. 2. Background and purpose 2.1. SAP Estonia OÜ (“SAP”) is the legal and beneficial owner, licensor and/or distributor of the Software. 2.2. Supplier is an independent value-added reseller (VAR) partner of SAP authorized under a PartnerEdge Channel Agreement VAR to distribute, sell and market in its own name and for its own account SAP Software products, grant Licenses for the Software and provide support and maintenance services related to the Software. 2.3. Customer wishes to Use the Software and in this Agreement the Parties agree as a frame agreement on the terms and conditions under which the Licenses to Use the Software will be granted and Software will be supplied to the Customer. 3. Purchase Orders 3.1. This Agreement sets forth the terms and conditions under which the Customer (also referred to as the “Licensee”) orders and the Supplier delivers certain Software to the Customer, and subject to which the Customer is granted a License to Use the Software. 3.2. Whenever the Customer wishes to purchase a License for the Software from the Supplier the Parties shall agree on the product to be licensed, license type, license fee and other details related to the delivery of the Software which information shall be specified in a Purchase Order in accordance with the template set forth in Appendix 3, which may be amended or replaced by the Supplier from time to time. The Customer shall place the signed Purchase Order with the Supplier. Each Purchase Order refers to this Agreement and, upon execution of the Purchase Order the terms and conditions set forth in this Agreement are incorporated by reference into, and form part of, the Purchase Order. By signing the Purchase Order the Customer also accepts on its behalf the terms of the EULA set forth in Appendix 2 which may be amended or replaced by the Supplier from time to time. 3.3. All Purchase Orders are subject to the Supplier’s approval and confirmation which shall be provided in writing, by electronic means or by performing the contract. Purchase Orders and confirmations are binding, non-cancellable, non-revocable, and non-transferable. The Customer acknowledges and License Agreement Estonia v1.3 20180628 1/3  agrees that all orders shall be subject to acceptance and approval by SAP, and accordingly the Supplier’s approval and confirmation of the Purchase Order is conditional upon SAP’s approval. Each approved and signed Purchase Order forms an agreement for the supply of the Software between the Parties. 4. Grant of license 4.1. Upon to the Supplier approving and/or confirming the Purchase Order, the Customer is granted a License to Use the ordered Software on the terms and conditions contained in the EULA and this Agreement. Each individual License is granted separately based on an approved and confirmed Purchase Order. 4.2. In addition to the provisions of the EULA, the following shall apply with regard to the Licenses granted hereunder: a. Certain Software or license types may be subject to Product Specific License Terms (as defined in Appendix 1, Article 2), which further define the scope of Use of the Software by the Customer and which the Customer undertakes to abide by. The Customer acknowledges and agrees that it has had the opportunity to review the Product Specific License Terms applicable to the licensed Software prior to placing a Purchase Order. By ordering, installing or using the licensed Software in any way, the Customer acknowledges and agrees that it has read, understands and agrees to the applicable Product Specific License Terms for the licensed Software. b. The Use of the Software requires a license key issued upon the Supplier’s request by SAP Aktiengesellschaft Systeme (“SAP AG”). The license key shall only be issued once SAP has received confirmation from the Supplier that a person duly authorized on behalf of the Customer has accepted and/or confirmed the EULA on its behalf. By signing the Agreement the Customer expressly consents that SAP may audit and review this Agreement and the Purchase Orders as a confirmation of the EULA concluded between the Supplier and Customer. c. The Customer must comply with the contract provisions of SAP’s third-party licensors as notified to it by the Supplier or SAP from time to time. The Customer expressly agrees that the Supplier has the right to regularly monitor the Customer’s compliance with the restrictions on use, using the utilities provided by the Supplier or SAP, and provide details of the results to SAP. d. In the event that the Customer operates its own SAP Solution Manager Enterprise Edition, the specific license terms as set forth in Exhibit 1 to the EULA shall apply in addition to the terms otherwise set forth in EULA. 5. Fees and payment 5.1. The license fee payable by the Customer for the licensed Software is specified in the Purchase Order. In addition to the license fees, the Customer will pay all applicable shipping and handling charges related to the delivery of the Software. 6. Support and maintenance 6.1. By signing this Agreement the Customer agrees to the purchase of Maintenance Services for the Software from the Supplier at least until 31 December of the calendar year following the year when the Purchase Order is confirmed by the Supplier. The terms of the Maintenance Services shall be set forth in more detail in a separate software maintenance agreement to be entered into between the Parties simultaneously with the confirmation/acceptance of the first Purchase Order by the Supplier and updated in the event that additional Licenses are later purchased by the Customer. License Agreement Estonia v1.3 20180628 2/3 7. Appendices and changes to terms 7.1. The following Appendices to this Agreement constitute an integral part of this Agreement: - Appendix 1 General Terms and Conditions for Software Supply and Licensing - Appendix 2 End User License Agreement - Appendix 3 Purchase Order Template Should there be a contradiction between this Agreement and the terms of the Appendices, this main body of the Agreement shall supersede. Should there be a contradiction between this Agreement and the Purchase Order signed by the Parties the terms of the Purchase Order shall supersede. 7.2. The Supplier reserves the right to change any terms of this Agreement or its Appendices, as may be reasonably required and consistent with SAP’s licensing practices. Any such changes to terms shall become effective one (1) month after written notice by the Supplier to the Customer, unless otherwise specified therein. 7.3. If the justified interests of the Customer are negatively affected by any changes, the Customer is entitled to terminate the Agreement by giving fourteen (14) days prior written notice to the date on which the changed terms will become effective. If the Customer does not terminate within the said period, the changes are deemed to be accepted by the Customer. 8. Term and termination 8.1. This Agreement shall become effective on the last signature date as set forth below (“Effective Date”) and shall remain in force until 31 December of the year in which it was signed. Thereafter, the term of this Agreement shall be automatically extended for subsequent periods of twelve (12) months, unless earlier terminated in accordance with the provisions contained in Appendix 1, Article 12. No new licenses shall be granted hereunder after termination. 8.2. In addition the Agreement can be terminated by either Party with effect to the end of the initial or any subsequent calendar year by giving the other Party at least two (2) month’s prior notice. The Parties have caused this Agreement to be executed by their respective authorized representatives. Place: Tallinn, Estonia Place: Tallinn, Estonia Date: 14.12.2021 Date: 14.12.2021 S.Y.B. ESTONIA OÜ Tervise ja Heailu Infosüsteemide Keskus ______________________________ _____________________________ Toomas Mihkelson Tanel Tera Procurator Acting Director License Agreement Estonia v1.3 20180628 3/3  Appendix 1 GENERAL TERMS AND CONDITIONS for SOFTWARE SUPPLY AND LICENSING Article 1 – Preamble http://global.sap.com/corporate-en/our- 1. These General Terms and Conditions for Software Supply company/policies/sybase/product-specific-license- and Licensing (“Terms”) establish the general terms and terms.epx as of the date of the Order for such Programs. conditions under which the Customer (also referred to as the Product Specific License Terms are written and shall be “Licensee”) orders and S.Y.B. Estonia OÜ (“Supplier” or enforceable in the English language. “Licensor”) delivers certain Software to the Customer, and subject to which the Customer is granted a License to Use “Purchase Order” shall mean a Software License Purchase the Software in its business. Order issued by the Customer for the purchase of a License for the Software in accordance with this Agreement with the Article 2 – Definitions template provided by the Supplier from time to time. 1. Unless otherwise defined elsewhere in this Agreement “Software” shall have the meaning set forth in the EULA. (including the EULA) or the context otherwise requires, the capitalized terms shall in this Agreement have the following "Workaround" shall mean any way to avoid or limit the effect meaning: of a defect. "Confidential Information" shall include the Software, its Article 3 – Orders source codes, the Documentation, any Proprietary Information, and any other information or business secret 1. Upon placing a Purchase Order the Customer must provide marked in written form as confidential by the disclosing the Supplier with its name and address, specify the type of Party at the time of disclosure or, insofar as such information computer, operating system, and database management is provided verbally, is designated as confidential or can be system to be used with the Software as well as the installation readily recognized as such. location, the desired number of users and any other data required by the Supplier. “Consulting Services” encompass but are not limited to organizational and business consulting, technical consulting 2. The Supplier reserves the right to decline Purchase Orders and support whether on site or via any remote for the Software for use on computers and operating systems communications, works and services (except standard that the Supplier considers to be not suitable for Use with software maintenance). In addition, Consulting Services Software. The Supplier also has the right not to provide the mean any services rendered by the Supplier, SAP or third Software to the Customer if, in the Supplier’s sole discretion, party to the Customer falling outside the scope of the the Supplier cannot fully and satisfactorily meet the Maintenance Services and/or Education Services. Customer’s requirements. In the above situations, the Supplier is without any liability (monetary or otherwise) “Customer” means the end user to whom the Supplier sells towards the Customer. the Software and grants the License in accordance with this Agreement. 3. Customer expressly agrees that the Supplier is entitled to forward all the information mentioned in Section 1 of this “Education Services” encompass but are not limited to Article 3 to SAP together with the details of the licensed standard schedule classroom training, solution academy Software (product and country version) and details of any training, e-learning, onsite training, end-user consulting maintenance agreements and other arrangements concluded services and mid-market pre-developed work instructions. by and between the Supplier and the Customer (extent and content of maintenance, contract duration). "EULA" or "End User License Agreement" means the end user license agreement, set out in the Agreement, as it may Article 4 – Supply and Delivery be amended or replaced by the Supplier from time to time. 1. On acceptance of a Purchase Order, the Supplier will deliver “License” shall mean the Customer’s license to Use the to the Customer the then current Release, Version or Software as granted under this Agreement, the EULA and Correction Package of the Software by providing the PSLT’s. executable program and Documentation to the Customer by supplying a copy on discs or other data media to the “Maintenance Services" shall include but is not limited to Customer (physical shipment) or by posting a copy on a software updates and software upgrades. The exact scope of network for downloading and informing the Customer the Maintenance Services is stipulated in a separate accordingly (electronic delivery). The Software shall be maintenance agreement between the Parties. deemed delivered (including but not limited for the purpose of fixed delivery dates) and the risk shall pass to the “PSLT” or “Product Specific License Terms” shall mean Customer: additional or supplemental terms and conditions governing the Customer’s Use of the Software that are posted on Appendix 1 License Agreement Estonia v1.3 20180628 1/6  - in the case of physical shipment when the Software is Customer will in the case of any withholding of any handed over to the freight carrier (free carrier (FCA) Withholding Tax provide to the Supplier receipt from the named place, Incoterms 2000), and relevant tax authority to which such Withholding Tax has - in case of electronic delivery when the Supplier has made been paid. In case the Supplier under this Agreement is not an electronic copy of the Software available on the entitled to offset the withholding income and corporate tax Internet for downloading and has informed the liability according to the law of the country of residence, the Customer hereof. Supplier and the Customer mutually agree in writing whether the Customer shall be entitled to withhold taxes on account 2. Notwithstanding the Supplier’s acceptance of an order, the of the Supplier from the contractually agreed payments. The Supplier shall be entitled to suspend the supply of the fact that such offset is not possible (or not possible in a Software or applicable license key where and for as long as specific year) shall be notified by the Supplier to the the following adverse conditions are present: Customer. a) the Customer is in substantial breach of the Agreement (for example, late payment in violation of an additional 4. All other taxes or charges of any kind (including but not respite or infringement of intellectual property rights or limited to, customs duties, tariffs, excise, gross receipts, sales confidentiality infringement). and use and value added tax) except income tax or b) delivery is inappropriate or impossible due to technical corporation tax (or similar taxes) will be borne by the problems not in the Supplier’s responsibility (for Customer. If any such tax or duty has to be withheld or example, unresolved defect notices, product liability deducted from any payment under this Agreement, the risks, software production problems) (suspension is Customer shall increase payment under this Agreement by limited to four (4) months). such amount as shall ensure that after such withholding or c) the Customer cannot be relied upon to observe SAP’s deduction, the Supplier shall have received an amount equal rights in the Software. to the payment otherwise required. d) reasons similar to those listed in subsections a) – c). 5. The Customer can offset claims only if they are uncontested 3. The delivery period for a physical shipment is approximately or ordered by a court of law. three (3) weeks from receipt by the Supplier of the Customer’s proper Purchase Order, provided that the Article 6 – Warranties and Defects Customer has supplied all of the information required under Article 3 Section 1. 1. Given the fact that the Supplier is not the owner of copyright or any other intellectual property right to the Software, the 4. Unless otherwise specified in a Purchase Order, the Supplier gives no warranties with respect to non- Customer shall, at its own expense, be responsible for infringement of third parties’ intellectual property rights or installing the Software (and upgrades) on its computers. other proprietary rights relating to the Software. 5. Invoices will be issued upon delivery. 2. The Software shall be delivered as it is described in the Documentation. The description in the Documentation Article 5 – Fees and Payment alone defines the features and qualities of the Software delivered by the Supplier. The Supplier shall not be 1. Payment is due to the Supplier within fourteen (14) calendar responsible for deviations if the Software is not used in days of the date of the invoice. In case of late payment, in accordance with the Documentation, or if a defect is caused addition to Supplier’s right to collect annual interest on late by any modification to the Software or by third party payment at the rate of 10 % Customer will reimburse the products. Supplier for all reasonable costs incurred (including reasonable attorneys’ fees) in collecting past due amounts. 3. The Software is always provided “as is” and “as available” and the Supplier does not warrant that the Software will 2. All license fees are subject to statutory sales / turnover tax / operate uninterrupted or that it will be free from minor value added tax unless the transaction is exempt. The license errors or defects which do not materially affect such fees set forth in the Purchase Order are exclusive of value performance, or that the applications contained in the added tax. Software are designed to meet all regulatory requirements. The Supplier does not warrant or give any undertaking with 3. If the Customer is required by law to withhold income or regard to any further feature or quality of the Software either. corporation tax or a similar tax (hereinafter “Withholding Tax”) from any gross payment to the Supplier under the 4. In case of defects to the Software, the Supplier will remedy Agreement, the Customer shall be entitled to withhold or the defect either by providing to the Customer new Software deduct such tax from the gross amount to be paid if and to that is free of defects or, at the Supplier’s free discretion, the extent that the Supplier may offset the withholding eliminate the defect. Defect elimination may, among others, income and corporate tax liabilities according to the law of be by indicating a reasonably acceptable Workaround. The the country of residence of the Supplier against its income or Customer must provide full and free support to the Supplier, corporate tax liabilities. However, the Customer shall use all as may be reasonably required, for example by providing endeavours to reduce any such withholding payable to the employees, rooms in which to work, computer hardware and lowest possible rate subject to compliance with all applicable software, and error descriptions that are as precise as laws and double taxation treaties. The Supplier will cooperate possible, by making available the required data, and by with the Customer to the extent that is necessary to apply for establishing telecommunication connections for the Supplier such reduction, especially by, but not limited to, providing or, as the case may be, SAP. The Customer undertakes to necessary forms to the Customer or the relevant tax accept any new Version, Correction Level or Workaround authority. Otherwise, the Customer is entitled to withhold unless the associated adaptation and change-over work tax at standard rates according to the relevant laws. The would be unreasonable. Appendix 1 License Agreement Estonia v1.3 20180628 2/6 5. If the remedy finally fails, the Customer may rescind the b) ensure that the Software is installed on only on the units Agreement for the defective Software or reduce the defined in the License and/or Purchase Order; corresponding payment. This right is subject to the prior c) keep a complete and accurate record of the Customer's expiration of a written notice fixing a reasonable time limit copying and disclosure of the Software and its users, and for performance. The notice fixing the time limit must be produce such record to the Supplier on request from linked to a warning that the defect remedy will be rejected as time to time; a consequence of failure to meet that time limit. d) notify the Supplier as soon as it becomes aware of any unauthorized Use of the Software by any person; 6. The Customer’s claim for damages for any defect and e) pay, for broadening the scope of any License to cover reimbursement of wasted anticipatory expenditure for any the unauthorized use, an amount equal to the fees which defect is subject to the provisions on liability set out in the Supplier would have levied (in accordance with its Article 11. normal commercial terms then current) had it licensed any such unauthorized Use on the date when such Use 7. The Customer must without delay inform the Supplier of any commenced. errors or defects in the Software and provide the Supplier with all available information about the same. 3. The Customer warrants that it knows the essential functional characteristics of the Software and bears the risk that the 8. All claims under this Article 6 Sections 4, 5 and 6 shall be Software does not meet the Customer’s wishes and/or barred unless they are commenced within ten (10) months of requirements; in case of doubt, the Customer should obtain the date of delivery of the Software. However, the time advice from the Supplier, SAP or independent third-party before the bar comes into effect is tolled while, with the experts before concluding any Purchase Order. Customer’s consent, the Supplier or SAP is checking the existence of a defect or is remedying a defect, until the 4. The Customer shall permit the Supplier to audit and have Supplier or SAP informs the Customer of the results of the access to any premises (and to the computer equipment check, gives notice that the remedy is complete or refuses to located there) at or on which the Software is being kept or remedy the defect. The time bar comes into effect no earlier used, and audit and have access to any records kept in than three (3) months after the end of the toll. connection with the License, for the purposes of ensuring that the Customer is complying with the terms of the 9. THE SUPPLIER AND ITS LICENSORS DISCLAIM ALL License, provided that the Supplier provides reasonable WARRANTIES AND CONDITIONS, EXPRESS OR advance notice to the Customer of such inspections, which IMPLIED, INCLUDING, WITHOUT LIMITATION, shall take place at reasonable times. The Supplier bears the THE IMPLIED WARRANTIES OF costs of the audit unless it establishes a breach by the MERCHANTABILITY, NONINFRINGEMENT, Customer. Notwithstanding any confidentiality obligations ACCURACY OF INFORMATIONAL CONTENT, contained in the Agreement, the Supplier shall have the right FITNESS FOR A PARTICULAR PURPOSE, AND to disclose information of the results of such audit or CONDITIONS OF MERCHANTABLE QUALITY, inspection to SAP to the extent necessary for the purpose of WHETHER ARISING BY STATUTE OR IN LAW OR the audit or inspection. AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE Article 8 – Intellectual Property Rights and Title SOFTWARE, DOCUMENTATION, SUPPORT OR OTHER SERVICES RELATED TO THE SOFTWARE. 1. All rights, title and interest, including copyright, patents, NO WARRANTY IS MADE REGARDING THE trademarks, trade secrets and other intellectual property RESULTS TO BE OBTAINED FROM ANY rights, subsisting in the Software, Documentation and other SOFTWARE OR RELATED SERVICES, THAT ALL material relating to the Software and its updates and ERRORS IN THE SOFTWARE WILL BE modifications (whether existing now or in the future) belong CORRECTED, OR THAT THE SOFTWARE to SAP and its licensors, the Supplier or a third-party, and no FUNCTIONALITY WILL MEET CUSTOMER’S other rights are granted to the Customer for the Software REQUIREMENTS. CUSTOMER ACKNOWLEDGES except for the right to Use the Software in accordance with CUSTOMER’S RESPONSIBILITY TO (a) REGULARLY the License. MAKE BACK UP DATA, AND (b) ADEQUATELY TEST THE SOFTWARE PRIOR TO DEPLOYMENT. 2. All rights, title and interest in the Software are reserved for the Supplier and/or SAP until full payment of the Article 7 – Customer Specific Obligations remuneration payable by the Customer. 1. Customer is responsible, at its own expense, for ensuring 3. The Customer undertakes to the widest reasonable extent that its operating systems and computers are compatible with observe SAP’s interest in the rights of authorship and the Software requirements and suitable for use with the copyright, and shall not remove any copyright notices or Software. The Supplier assumes no liability over costs and other proprietary notices from the Software. The Customer expenses incurred by the Customer arising out of the further acknowledges that the creation of liens and Customer’s inability to Use the Software due to the assignment as security are not permitted over the Software abovementioned reasons or other similar reasons or the media on which it is distributed. attributable to the Customer. 4. Having regard to this Article 8 Section 1, it is agreed that the 2. The Customer shall: Supplier shall be informed of all claims made by third parties a) ensure that the number of persons using the Software (excluding SAP, as the case may be) against the Customer does not exceed their designated maximum number if based on infringement of such third parties’ intellectual such number is specified in the License and/or Purchase property rights. Order; Appendix 1 License Agreement Estonia v1.3 20180628 3/6 5. If an infringement of the intellectual property rights of a third party as a consequence of the Use of the Software in Article 9 – Systems Access, Data Security and Privacy accordance with the License is alleged or, in the reasonable opinion of the Supplier or SAP, is likely to occur, the 1. The Customer must, at its own expense, ensure that its Supplier or SAP may, at its own reasonable discretion: computers, operating systems, networks and other software and components used to operate the Software conform to a. procure for the Customer the continued right to Use the the current IT safety standards and are protected against Software at no additional charges to the Customer, or commonly known data security threats. The Customer must b. replace the modified Software in such manner that no observe any applicable data protection laws in connection third party rights are infringed provided that the with the Use of Software and the cooperation of the Parties Software continues to essentially fulfil the functional under this Agreement. characteristics according to the Documentation, or c. if none of the foregoing alternatives can be achieved at a 2. The Customer gives its consent and, if required under the reasonable cost, the Supplier may terminate the applicable data protection laws, undertakes to obtain the Agreement and refund the prices paid by the Customer consent of its employees or other necessary consents for the less an appropriate amount covering the period of actual processing of personal data for the following purposes of (if Use of the Software by the Customer. any): 6. Under no circumstances shall neither the Supplier nor SAP a. the Supplier is entitled to use and transfer to SAP be liable for any infringements of third party rights, which information about the Customer as far as this is useful are caused: for the further development of the Software and/or the provision of Consulting Services, Education Services or a. by modifications of the Software which are not approved Maintenance Services, provided the confidentiality of by the Supplier or SAP, or the Customer’s trade secrets is maintained; b. by the Use of the Software or parts thereof in connection b. the Supplier, SAP or any third party authorized by SAP, with other products, processes or materials not supplied, shall be entitled to contact employees of the Customer recommended or approved for Use in connection with for surveys regarding the satisfaction of the Customer the Software by SAP, or with the Software and/or the Consulting Services, c. by the fact that the Customer continues to Use a Education Services or Maintenance Services; particular Version, Release or Correction Level of the c. SAP shall also be entitled to directly contact the Software after being notified of the possibility of an Customer for risk and quality management purposes; infringement and after having been supplied by the d. the Supplier shall be entitled to use any data or Supplier or SAP with a modified Version, Release or information provided by Customer for its internal Correction Level which would have avoided the alleged business or any marketing purposes, and transfer the infringement, unless the Customer demonstrates that the same to SAP for the said purposes. request to utilize such modified Version, Release or Correction Level constitutes an unreasonable burden for 3. Furthermore, the Customer consents to the Supplier having the Customer, or the right to carry out system measurements of the d. by the Use of other than the latest Release, Correction Customer’s systems for the purpose of measuring the Level or Version of the Software, as provided by the utilization of the Software by the Customer and that the Supplier or SAP to the Customer for remedying the Supplier has the right to make the logs available to SAP. In infringement of third party rights, unless the alleged addition, the Customer consents that SAP or any third party infringement would also have occurred in the case of the authorized by SAP shall be entitled to carry out such system Use of such Release, correction Level or Version of the measurements at the systems of the Customer directly. Software or unless the Customer demonstrates that the request to utilize such latest Release, Correction Level or Article 10 – Confidentiality Version of the Software constitutes an unreasonable burden for Customer. 1. Each Party shall treat as confidential all Confidential Information of the other Party acquired in connection with 7. Except in cases of intent or gross negligence any claims as a this Agreement. Such Confidential Information shall only be result of infringement of the intellectual property rights of a used in accordance with the purposes of the Agreement and third party as a consequence of the Use of the Software in may not be disclosed to any third parties. Each Party shall accordance with the License are barred commencing ten (10) treat the Agreement and its terms as Confidential months after delivery of the Software. However, the time Information of the other Party. before the bar comes into effect is tolled while, with the Customer’s consent, the Supplier or SAP is checking the 2. Notwithstanding Article 10 Section 1 above, the Supplier existence of an alleged infringement or is remedying an may disclose necessary information (whether Confidential alleged infringement, until the Supplier or SAP informs the Information or not) regarding the Customer to SAP for the Customer of the results of its check, gives notice that the purpose of performing its duties under or otherwise relating remedy is complete, or refuses to remedy the infringement. to the execution of the Agreement. By entering into the The time bar comes into effect no earlier than two (2) Agreement the Customer gives its consent to the above months after the end of the toll. disclosures by the Supplier. 8. The Customer shall indemnify and hold harmless the 3. Confidential Information shall not include information that: Supplier and SAP from and against any claims, demands, damages and costs the same may incur as a consequence of a. has become generally known or accessible through no any infringement of intellectual property rights of third fault of the receiving Party; parties caused by any of the foregoing circumstances or the b. was in the possession of the receiving Party or known to use of the Software not in accordance with the Agreement. it or brought in material form by the receiving Party Appendix 1 License Agreement Estonia v1.3 20180628 4/6  before the receipt from the disclosing Party without 6. The Supplier assumes product liability towards the Customer infringing any confidentiality obligations; only to the extent that such liability is mandatory under c. was independently developed by the receiving Party applicable national legislation. The Supplier does not assume without the use of Confidential Information; product liability to any further extent. d. was lawfully disclosed to the receiving Party by a third party not bound by any confidentiality obligation in 7. The limitations mentioned above do not apply to liability for respect of such information; damages caused by intentional act or gross negligence. e. was revealed by the receiving Party after prior written consent of the disclosing Party; or Article 12 – Term and Termination f. has to be disclosed according to statutory law or regulation if this requirement is made known to the 1. Each individual License shall enter into force upon disclosing Party without any undue delay and the scope acceptance/confirmation of a Purchase Order by the of such disclosure is restricted as far as possible, or Supplier and, unless specified otherwise in EULA or information that has to be disclosed due to a court applicable PSLT’s, shall remain in force thereafter, unless decision if the disclosing Party is informed of this terminated in accordance with this Agreement, EULA or decision without undue delay and there is no possibility PSLT’s. to appeal against such decision. 2. In addition to what has been set forth elsewhere in this 4. The Parties shall only make Confidential Information Agreement the Supplier may terminate this Agreement by accessible to employees or third parties to the extent notifying the Customer thereof in writing if its rights under necessary to perform the obligations under or use the the PartnerEdge Channel Agreement VAR with SAP to Software in accordance with the License granted under the distribute, market and sell Software, provide related services Agreement, and provided that such persons are put under a and/or grant Licenses are revoked, lapsed or otherwise corresponding confidentiality obligation. The Parties may terminated either wholly or in part, or if these are limited in disclose this Agreement to government agencies and other any respect, with effect to the date such event becomes persons with a legitimate need for the information. effective. 5. The foregoing confidentiality obligation shall survive the 3. Either Party may terminate this Agreement by notifying the termination of this Agreement. other Party thereof in writing: Article 11 – Claims and Limitation of Liability a. if the other Party is in breach of the Agreement and, if remediable, does not remedy the breach within ten (10) 1. The Customer acknowledges and agrees that any claim that days after being notified thereof; and the Customer might have arising out of or relating to the Agreement, the provision of the Software or the Customer's b. with immediate effect, if the other Party becomes Use (or inability to Use) the Software shall be brought against insolvent, an application to initiate insolvency the Supplier and no other party (including, but not limited to proceedings or composition proceedings against the SAP or SAP AG). other Party has been rejected for lack of assets, executions against the Customer have been fruitless, or 2. The Supplier shall in no event be liable to the Customer for execution measures against the Customer have been indirect damages, including but not limited to damages initiated and not cancelled within one month (e.g. resulting from loss of income, loss of profit, loss or cancellation of an attachment). disruption of data, loss of anticipated savings, loss of goodwill, loss of contracts, business interruption, lost or 4. Termination of this Agreement and/or a License shall not wasted management time or time of other employees or relieve the Customer from paying all fees accruing prior to contractors and any other incidental or consequential losses. termination and shall not limit either Party from pursuing any other available remedies. 3. The total liability of the Supplier arising out of this Agreement shall not under any circumstances exceed an 5. When a License ends, the Customer must cease all use of the amount equal to the license fees paid for the Software for Software and Documentation, and must furthermore return one (1) contractual year, during which the event giving rise to the Supplier any material belonging to the Supplier and/or to the claim occurred. Any liability which cannot be excluded SAP, including but not limited to Software, Documentation, by law is not excluded. Software Development Tools and Proprietary Information whether in hardcopy or softcopy, without retaining any 4. The Supplier shall not be liable to the Customer for any loss copies thereof. Upon the Supplier’s request, the Customer arising out of any failure by the Customer to keep full and agrees to confirm the above in writing. up-to-date back-up copies of the Software and data it uses in accordance with best computing practice. 6. Provisions in the Agreement relating to the protection of the Supplier’s or SAP’s intellectual property rights and 5. Except in cases of intent or gross negligence any and all Proprietary Information shall survive the termination of this claims against the Supplier in contract, tort, or otherwise are Agreement and/or the License. barred after a period of ten (10) months from the date on which the Customer obtains knowledge of the damage; Article 13 – Export restrictions irrespective of this knowledge, such claims are barred at the latest two (2) years from the date of the damaging event. The 1. The Customer acknowledges that the Software or parts of provisions in this Article 11 Section 5 do not affect the other the Software and related technical information are subject to time bars for claims out of defects as to quality (Article 6, U.S. and/or European or other export control laws, Section 8) and defects in title (Article 8, Section 7). including applicable national laws, which may prohibit their Appendix 1 License Agreement Estonia v1.3 20180628 5/6  delivery to certain countries. The Customer undertakes not 6. Subject to what has been set forth under Section 7 of the to export or re-export Software or technology in connection main body of the Agreement about the Supplier’s right to therewith contrary to the export control regulations of the change the terms of the Agreement, all other amendments to United States of America, the European Community, the Agreement shall be made in writing and shall be signed applicable national laws and regulations, and other export by both Parties in order to be binding. control laws in the area of the European Community and, in particular to obtain the required export licenses. The Article 16 – Governing Law and Jurisdiction Customer is responsible for obtaining the necessary export- license if the Software, subject to the Agreement, is 1. The Agreement shall be governed by, and construed and transferred to another location. enforced in accordance with the laws of Estonia, without regard to conflict of law principles. Article 14 – Force Majeure 2. Any disputes arising out of or in connection with this 1. If the performance of the Agreement or any obligation under Agreement, including any disputes regarding the existence, it is prevented, restricted or interfered with by reason of any validity or termination, shall be settled by arbitration in act of God, act of government, war, terrorism, riots, strike or accordance with the Rules of the Arbitration Court of the labour dispute, embargo, acts of civil or military authority, Estonian Chamber of Commerce and Industry and in force failure of transportation, facilities or energy sources, fire or at the time when such proceedings are commenced. The flood or other casualty, internet or telecommunications number of arbitrators shall be three (3). The arbitration failure, or failure of subcontractors or suppliers arising from referred to above is the Arbitration Court of the Estonian a like cause, or from any other cause not arising within the Chamber of Commerce and Industry. reasonable control of the affected Party, the affected Party shall be excused from such performance for so long as and to the extent that such force majeure event prevents, restricts or interferes with that Party’s performance. If such conditions continue for a period of more than three (3) consecutive months, either Party shall have the right to terminate the Agreement upon twenty (20) days prior written notice to the other Party. Article 15 – Miscellaneous 1. The Agreement may not be assigned or transferred in whole or in part by the Customer without the Supplier’s prior written consent. Any such purported assignment shall be void. The terms and conditions of this Agreement shall be binding upon any permitted assignees or transferees. However, the Supplier may assign this Agreement to any company belonging to the same group of companies or to SAP or to another company appointed by SAP, if necessary for the performance of the Agreement. 2. The Agreement, together with its Appendices forms the entire agreement of the Parties relating to the subject matter hereof and supersedes all previous and contemporaneous agreements, communications, representations, or agreements regarding the same subject matter. 3. All notices relating to this Agreement shall be in writing and delivered in person, by overnight delivery service or first class prepaid mail with return receipt requested, to the address of the other Party specified above or the address specified by such Party in accordance with this Section, and shall be deemed to be given when delivered if delivered in person or by overnight delivery service and upon the expiration of seven (7) days after sending if sent by mail, unless the return receipt provides an earlier date. 4. Should any provision in this Agreement be or become ineffective or if this Agreement is incomplete, this will not affect the validity of the remaining provisions of this Agreement. The ineffective provision must be replaced by an enforceable provision that achieves as nearly as possible the business purpose, intent and economic effect of the ineffective provision. 5. The failure or delay by either Party to enforce any term of the Agreement shall not be deemed a waiver of such term. Appendix 1 License Agreement Estonia v1.3 20180628 6/6  Appendix 2 End User License Agreement between S.Y.B. ESTONIA OÜ (hereinafter: “Licensor”) and Tervise ja Heaolu Infosüsteemide Keskus Uus-Tatari 25, 10143, Tallinn (hereinafter: “Licensee”) WHEREAS, Licensee has entered into an agreement with Licensor for the supply and - where applicable - maintenance of Software (as defined hereinafter) and/or services relating to the Software ("Software Supply Agreement"); WHEREAS, Licensor has entered into a reseller agreement (PartnerEdge Channel Agreement VAR) with SAP (as defined hereinafter); WHEREAS, Licensee hereby enters into a license agreement with Licensor; NOW, THEREFORE, Licensee agrees that it has agreed to and is bound by the following terms: 1. DEFINITIONS 1.1. "Affiliate" means a corporation located in the Territory in which Licensee owns more than fifty percent (50%) of the corporation's voting rights. Any such entity shall be considered an affiliate for only such time as Licensee continues to own such equity interest. 1.2. “Business Third Party” means any third party that requires access to the Software in connection with the operation of Licensee’s business including, but not limited to, auditors, Licensees´ distributors and suppliers. 1.3. "Correction Level" means a change in the Software as between Versions and is identified by the letter following the Version identifier (e.g., 2.1(a)). 1.4. "Designated Unit" means each individual computer in which the Software and Third Party Database are installed. 1.5. "Documentation" means SAP AG's standard documentation, in any medium, which is delivered to Licensee under this Agreement, including SAP AG's standard manuals, training materials, program listings, data models, flow charts, logistical diagrams, functional specifications, instructions, and complete or partial copies of the foregoing. Appendix 2 License Agreement Estonia v1.3 20180628 Exh5_EMEA_NEWS_EULA_v2.1_200608_en.doc 1/9 1.6. "Extension" means a separate, stand-alone application or interface outside of the Software source code developed or created with the Software Development Tools. Extensions do not include other modifications and enhancements to the Software itself. 1.7. “Improvement” means any addition or modification to the Software that is patentable or if not patentable, provides a significant and measurable commercial or economic benefit or advantage as determined by the licensor. 1.8. “License Agreement” means this End User License Agreement. 1.9. "Modification" means a change to the Software which changes the source code. 1.10. “Named Users” means any combination of users licensed to use the Software under the License Agreement. 1.11. "Non-Productive Use" means Use of the licensed Software solely for Licensee's internal training for its permanent staff to enable them to use the Software directly to operate the business of Licensee or internal testing or developmental work in support of Licensee’s Productive Use environment. 1.12. "Productive Use" means Use of the Software solely to operate Licensee's business. 1.13. "Program Concepts" means the concepts, techniques, ideas and know-how embodied and expressed in any computer programs or modules included in the Software, including their structure, sequence and organization. 1.14. "Proprietary Information" means: (i) with respect to SAP and SAP AG: the Software and Documentation and any complete or partial copies thereof, the Program Concepts, Third-Party Database, any other third-party software licensed with or as part of the Software, and benchmark results; and (ii) information reasonably identifiable as confidential and proprietary information of SAP, SAP AG or Licensee or their licensors excluding any part of the SAP, or SAP AG or Licensee Proprietary Information which: (a) is or becomes publicly available through no act or failure of the other party; or (b) was or is rightfully acquired by the other party from a source other than the disclosing party prior to receipt from the disclosing party; or (c) becomes independently available to the other party as a matter of right. 1.15. "Release" means each issuance of the Software, excluding third party software, identified by the numeral to the left of the decimal point (e.g., 3.0). 1.16. "SAP AG" means SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, a German corporation, with offices located in Walldorf, Germany. 1.17. “SAP” means the subsidiary of SAP AG with whom Licensor has entered into a reseller agreement (PartnerEdge Channel Agreement VAR). 1.18. "Service Bureau" means Use of the Software or access to the Software for the purposes of operating or managing the business operations of a third party, including but not limited to the provision of outsourcing services. 1.19. "Software" or "SAP Software" means: (i) Business One Software and/or All-in-One Software as specified in the Software Supply Agreement, comprising the executable machine programs and their associated written documents, notably Documentation Appendix 2 License Agreement Estonia v1.3 20180628 Exh5_EMEA_NEWS_EULA_v2.1_200608_en.doc 2/9  developed by or for SAP and/or SAP AG but excluding Third-Party Database, and delivered to Licensee hereunder; (ii) any Releases, Versions, or Correction Levels of the Software as contemplated by this Agreement, and (iii) any complete or partial copies or replacements of any of the foregoing. The Software Development Tools are not part of the Software; such Software Development Tools may only be used subject to a separate license agreement. To the extent as described in the Documentation, the Software may include the Software Development Kit Implementation Version. 1.20. "Software Development Kit Implementation Version" means (i) the SAP Software Development Kit, including user interface components, contained in the Version available as of the date of this Agreement, developed by or for SAP and/or SAP AG and delivered to Licensee with the Software that is used solely for Non-Productive Uses in the implementation and configuration of the as-delivered Software; (ii) any Releases, Versions, or Correction Levels of such Software Development Kit as contemplated by this Agreement (if any); (iii) any other SAP software tools for SAP Software delivered by Licensor hereunder for the purpose stated in this definition; and (iv) any complete or partial copies of any of the foregoing. 1.21. "Software Development Tools" means any development tool (software in object code as well as Documentation in softcopy and/or hardcopy) provided by Licensor in relation to the Software for Non-Productive Uses in the development of Extensions on the basis of the respective software supply agreements ("Software Development Tools License Agreements"). The Software Development Tools may include the Software Development Kit Development Version ("SDK") or maybe included with the licensed ABAP workbench. The term "Software Development Tools" includes (i) any releases, versions, or correction levels of such Software Development Tools; and (ii) any complete or partial copies of any of the foregoing. 1.22. "Territory" means the location where the Software is installed provided at all times that the installation may only occur in a single country. 1.23. "Third-Party Database" means any third-party proprietary database software licensed through Licensor to Licensee, if any. 1.24. "Use" means to directly or indirectly load, execute, access, employ, utilize, store, or display the Software. 1.25. "Version" means each issuance of each Release of the Software, excluding third party software, identified by the numeral to the right of the decimal point (e.g., 3.1). 2. LICENSE GRANT. 2.1 Grant of License. (a) Subject to the terms and conditions of this License Agreement, Licensor grants and Licensee accepts a non-exclusive, perpetual (unless terminated in accordance with Section 4 herein) license to Use the Software (independent whether the Software is delivered in source or object code), Documentation, other SAP Proprietary Information and Third-Party Database (where licensed through Licensor) provided by Licensor to Licensee, at specified site(s) within the Territory for Productive and Non-Productive Uses. This license does not permit Licensee to: (i) Use the Software, Documentation, other SAP Proprietary Information and Third- Party Database for a Service Bureau application; or (ii) sublicense or rent the Software, Documentation or Third-Party Database; or (iii) provide training to any Appendix 2 License Agreement Estonia v1.3 20180628 Exh5_EMEA_NEWS_EULA_v2.1_200608_en.doc 3/9  third party except as specifically provided hereunder; or (iv) Use the Software for the control of power stations or mass transportation. Licensee may Use the Software Development Kit Implementation Version solely for the purposes of implementing the Software for Licensee, and for no other purposes whatsoever, unless otherwise agreed between Licensee and Licensor. (b) Licensee agrees to install the Software and Third-Party Database only on Designated Unit(s), intranet server(s) or internet server(s) as identified by Licensee in a schedule to the Software Supply Agreement and which have been previously approved by Licensor in writing. Any individuals directly or indirectly accessing the Software on behalf of Licensee, its Affiliates or Business Third Parties must be licensed as Named Users. The maximum number of Named Users licensed to directly or indirectly access the Software, and/or Third Party Database, shall be as specified in the authorized order form submitted by Licensee to Licensor for marketing and distribution of the Software. Licensee shall promptly provide written notice to Licensor if the number of Named Users exceeds such maximum numbers. (c) Licensee may transfer the Software and Third-Party Database from one Designated Unit to another at no additional license fee, and shall provide written notice to Licensor within five business days of such installation. The Software and Third-Party Database must be promptly deleted in their entirety from the Designated Unit no longer in Use and from each back-up copy for that Designated Unit. (d) Licensee may transfer the rights granted to it herein to third parties only in its entirety and if it (i) has given Licensor and/or SAP and/or SAP AG prior notice thereof in writing, (ii) has arranged for the recipient to confirm in writing that the provisions of the License Agreement about the scope of user rights are binding on it, (iii) promptly deletes any copies of the Software in their entirety and from each back-up copy, and (iv) does not keep any copies of the Software, Documentation, and other SAP Proprietary Information. (e) Licensor and/or SAP or SAP AG, as the case may be, retain all rights in the Software, the Proprietary Information and the Documentation which are not expressly granted to Licensee under the License Agreement. Unless stipulated expressly in this License Agreement, Licensee is not granted any rights to or with regards to the source code of any Software. (f) The Use of the Software requires a license key issued upon Licensor's request by SAP AG. (g) The license is provided “as is” and without warranty of any kind. All warranties, whether express or implied, are disclaimed and excluded, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and infringement. The entire risk as to the quality and performance of the license is with Licensee. (h) Licensee will make no warranty, guarantee or representation, whether written or oral, on Licensor´s behalf. (i) Licensor shall not be liable to Licensee or any other person or entity for incidental, special or consequential damages or the loss of anticipated profits arising from any performance under, or breach of this License Agreement even if notice is given of possibility of such damages. Appendix 2 License Agreement Estonia v1.3 20180628 Exh5_EMEA_NEWS_EULA_v2.1_200608_en.doc 4/9 2.2 Authorization of Licensee to Use the Software for Benefit of Affiliates. Licensee shall be authorized to Use the Software and Third-Party Database for Productive Use on behalf of its Affiliates provided that: (i) each Affiliate shall first sign and deliver to Licensor an agreement to be bound by the terms herein in the form set forth in the License Agreement and shall confirm this vis-à-vis Licensor; (ii) all individuals directly or indirectly accessing the Software on behalf of Affiliates shall be licensed as Named Users; (iii) the Software and Third-Party Database shall not be installed at Affiliate's sites. 2.3 Authorization of Business Third Parties to Access the Software. Licensee shall be authorized to permit Business Third Parties to have access to the Software in order to assist Licensee in its Use of the Software hereunder provided (i) each Business Licensor; (ii) all individuals directly or indirectly accessing the Software on behalf of Business Third Parties shall be licensed as Named Users; (iii) Business Third Parties are expressly limited to screen access to the Software; (iv) in no circumstances may Business Third Parties have access to the Software source code; (v) in no circumstances shall Business Third Parties Use the Software to operate or manage the business of such Business Third Parties. 2.4 Decompilation. Licensee may not disassemble, decompile, retranslate or apply other procedures to Software in order to discover the source code of the Software. This does not apply if any such procedure is indispensable in order to obtain information necessary in order to create interoperability of an independently created computer program with the Software provided that information is not made available to Licensee by Licensor despite a written request from Licensee to Licensor within a reasonable period of time. Any information obtained by means of such action must not be used for purposes other than achieving interoperability and, in particular, not be passed on to third parties unless this is indispensable in order to achieve the interoperability. In particular, any such information may not be used for the development, production or marketing of computer programs which are essentially similar to the Software. 2.5 Archival Copy; Restriction on Copies; Legends to be Reproduced. Licensee may make one (1) copy of the Software for archival purposes and such number of backup copies of the Software as is consistent with Licensee's normal periodic backup procedures. Licensee shall maintain a log of the number and location of all originals and copies of the Software. Licensee may reproduce or copy any portion of the Documentation into machine-readable or printed form for its internal use and only as required to exercise its rights hereunder. Licensee shall include, and shall under no circumstances remove, SAP´s or SAP AG's and its licensors' copyright, trademark, service mark, or any other proprietary notices on any complete or partial copies of the Software, Documentation, Third-Party Database, or SAP Proprietary Information in the same form and location as the notice appears on the original work. Appendix 2 License Agreement Estonia v1.3 20180628 Exh5_EMEA_NEWS_EULA_v2.1_200608_en.doc 5/9 2.6 Modifications. a) Unless as stipulated otherwise in this License Agreement, Licensee shall not modify or alter the Software in any manner or through any means whatsoever, including without limitation to, the creation of derivative works or Modifications. b) For All-in-One Software, Licensee may modify the Software and holds all rights to such All-in-One Modifications. However, prior before making any Modifications, Licensee must obtain a startup code from SAP or SAP AG through its Licensor. c) SAP or SAP AG are entitled to require the exclusive transfer of all rights to Modifications from Licensee in return of a suitable remuneration based on a fair market value. In this case, SAP or SAP AG shall grant Licensee the same rights to the Modifications as have been granted by Licensor to Licensee for the Software. d) All All-in-One Modifications, which are not within a supported business scenario require a full usage license to be obtained by Licensee from Licensor. 2.7 Extensions and SAP's rights in the Software. (a) Licensee may develop Extension(s) to the Business One Software, other than third party software, solely through use of the Software Development Tools, and in accordance with the Software Development Tools License Agreement. (b) Licensee may develop Extensions to the All-in-One Software, other than third party software, through use of the Software Development Tools. However, the Extension needs to support an existing business scenario, which is deployed on the same installation and connected to the Software via an interface, which has to be approved by SAP or SAP AG. The Licensee holds all rights to such All- in-One Extensions. (c) The Use of any Business One Software Extension (whether developed by Licensee or acquired from Licensor or any other third party) requires a runtime license to be granted separately by Licensor for the Software Development Tools and a corresponding license key issued upon Licensor's request by SAP AG. (d) The Use of All-in-One Software Extensions, within a supported business scenario, is included in the respective runtime license for the specific infrastructure technology licensed from Licensor to Licensee. The Use of any All-in-One Extension not within the supported business scenario require a full usage license to be obtained by Licensee from Licensor. (e) Under no circumstances shall Licensee infringe upon SAP's or SAP AG´s rights in the Software. Examples (without limitation) for such infringements are: (i) changing the source code to the Software except to the extent stipulated in section 2.6 of this License Agreement; or (ii) using or accessing the Software in order to develop any application or interface functionality that accesses the Software's functionality or any database used with the Software in any manner other than by using the Software Development Tools; or (iii) by means of the Extension, allowing the total number of users directly or indirectly accessing the Software, and/or any database used with the Software, through any third party software to be greater than the total number of users licensed for Use of the Software. Appendix 2 License Agreement Estonia v1.3 20180628 Exh5_EMEA_NEWS_EULA_v2.1_200608_en.doc 6/9 3. License for Application Database. The Software requires a Third-Party Database which may be licensed through Licensor from a third-party database licensor ("Runtime License") or directly as a full license ("Full License") from a third-party database licensor. In the event a Runtime License is licensed through Licensor, such runtime version shall be limited to Use by Licensee for Productive and Non-Productive Use of the Software licensed hereunder. 4. Term and Termination. The license granted under the License Agreement shall become effective and shall continue in effect thereafter, unless terminated with good cause. Such good cause only exists if it is unacceptable for the Licensor to continue the License Agreement in the view of all circumstances of the particular case and balancing the parties' interests; for example, such good cause is present in the case of an act of Software piracy attributable to the Licensee, and which amounts to a criminal offence for the acting individuals. 5. Governing Law These terms shall be controlled and construed by the laws applicable at the place of incorporation of Licensor. Appendix 2 License Agreement Estonia v1.3 20180628 Exh5_EMEA_NEWS_EULA_v2.1_200608_en.doc 7/9  Exhibit 1 SAP Solution Manager Enterprise Edition Additional License Terms for SAP Enterprise Support 1. LICENSE GRANT 1.1 Subject the Licensee purchasing the SAP Enterprise Support from the Licensor for all the SAP Software licensed by Licensee, if the Licensee is operating its own SAP Solution Manager Enterprise Edition in relation to the support and maintenance of the Software, the Licensee is hereby granted the right to use the SAP Solution Manager Enterprise Edition solely for the following purposes under SAP Enterprise Support: (a) delivery of SAP Enterprise Support and support services for Licensee solutions including delivery and installation of software and technology maintenance for Software licensed by Licensee which is covered by SAP Enterprise Support excluding Software to which special support agreements apply (“Enterprise Support Solutions”); and (b) application lifecycle management for Licensee solutions and for any other software components and IT assets licensed or otherwise obtained by Licensee from third parties provided such third party software, software components and IT assets are operated in conjunction with Enterprise Support Solutions and are required to complete Licensee’s business processes as documented in the solution documentation in SAP Solution Manager Enterprise Edition (“Additional Supported Assets”). Such application lifecycle management is limited solely to the following purposes: • implementation, configuration, testing, operations, continuous improvement and diagnostics • incident management (service desk), problem management and change request management as enabled using SAP CRM technology integrated in SAP Solution Manager Enterprise Edition • administration, monitoring, reporting and business intelligence as enabled using SAP Net-Weaver technology integrated in SAP Solution Manager Enterprise Edition. Business intelligence may also be performed provided the appropriate SAP BI software is licensed by Licensee. 2. LIMITATIONS 2.1 Licensee may not use SAP Solution Manager Enterprise Edition for (a) CRM scenarios such as service plans, contracts, service confirmation management, except as CRM scenarios are expressly stated above in Section 1.1 (b) above ; (b) SAP NetWeaver usage types other than those stated above or (i) application life-cycle management and in particular incident management (service desk) except for Licensee’s solutions and Additional Supported Assets and (ii) non-IT shared services capabilities, including without limitation HR, Finance or Procurement. Appendix 2 License Agreement Estonia v1.3 20180628 Exh5_EMEA_NEWS_EULA_v2.1_200608_en.doc 8/9 2.2 All rights to the SAP Solution Manager Enterprise Edition and associated services are owned by SAP. Any use by Licensee of the SAP Solution Manager Enterprise Edition shall be limited to the extent needed to receive the software support and maintenance services in accordance with Licensor’s Support Plan for SAP Enterprise Support. 2.3 Licensee may not transfer the usage rights granted under this License Agreement or these SAP Solution Manager Enterprise Edition Product Specific License Terms to the SAP Solution Manager Enterprise Edition to any third party. 2.4 The Customer’s usage rights to the SAP Solution Manager Enterprise Edition shall terminate upon the earlier of: (a) termination of the reselling agreement between SAP and Licensor; (b) termination of the support agreement between Licensor and Licensee; or (c) termination of the support agreement between Licensor and SAP with regards to Licensee. Appendix 2 License Agreement Estonia v1.3 20180628 Exh5_EMEA_NEWS_EULA_v2.1_200608_en.doc 9/9