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internal administrative purposes and general usage
statistics: (1) does not identify Customer or any individual;
and (fi) to the extent such Aggregated Data is disclosed, it
is only disclosed in a generic or aggregated manner for the
purposes of sharing Product usage, statistical or
benchmarking purposes. Aggregated Data will not be
considered Customer Confidential Information.

§.3 Deta Security.Customer Data is maintained
using industry standard administrative, physical, and
technical safeguards that are designed to provide for the
protection of the security, confidentiality and integrity of
Customer Data. KnowBed4’s security safeguards include,
means for preventing access, use, modification or
disclosure of Customer Data by unauthorized individuais.
Notwithstanding, Customer Data access may be provided
{i} to KnowBe4 and other personnel to the extent
necessary provide Product and Product Support; (i) as
compelled by law in accordance with Section 9.1{v); (if) as
set forth in the Privacy Policy: or liv} as expressly permitted
by Customer,

5.4 Privacy. The collection, use, and disclosure of
Customer Data In connection with Custorer’s use of the
Products is subject to the Privacy Policy. Customer hereby
acknowledges and agrees that all Users will review and
consent to the Privacy Policy before accessing or using the
Products. By using the Products, Customer, and each User
acknowledges that the Customer Data will be processed In
accordance with the Privacy Policy and this Agreement and
rnay be processed in a country where it was collected, as
well as In countries where privacy laws may be different or
less stringent. By using the Products or submitting
Customer Data via the Products, Customer and each User
expressly consents to such processes. To the extent
Customer or a User provides personal information about a
named person or entity that is not a User, Customer orthe
applicable User represents that it has that person's or
antity’s consent to do so.

& Customer Obligations.

6.1 Connectivity. Customer is solely responsible for
all telecommunication or internet connections and
associated fees required to access and use the Products,
as weil as all hardware and software on the Customer site.
KnowBed is not responsible for (i) Customer's access to the
internet, G8 interception or interruptions — of
communications through the Internet, or (ii) changes or
losses of data through the Internet.

6.2 User Credentials. Customer shall keep the User
credentials (e.g. usernames and passwords) confidential
and not disclose any such credentials to any third party. In
addition, Customer shall notify KnowBe4 immediately

upon discovery of the disclosure of any such credentials so
that such credentials can be changed.

6.3 Restrictions. Custormer may not: () reverse
engineer, disassernble, decompile or otherwise attempt to
reveal the trade secrets or know how underlying the
Products, except to the extent expressly permitted under
applicable law: (i) use KnowBed’s intellectual property
and Confidential Information to develop a product that Is
similar to the Products; (11) use any KnowBed Confidential
information to contest the validity of any KnowBed4
intellectual property; {iv} remove or destroy any copyright
notices, other proprietary markings or confidentiality
legends placed on or made available through the Products;
or (v) use the Products in any manner or for any purpose
inconsistent with the terms of this Agreement or the
Documentation. Software shall only be used for the
licensed number of nodes, networks, or hosts for which
Customer has paid the applicable fees.

6.4 Customer Content. When accessing and using
the Products, Customer and its employees and agents shall
not include content, including, but not limited to text,
audio, images, animations, or video, that is obscene,
offensive, inappropriate or that violates any applicable law
or regulation, contract, or privacy or other third party
right, or that otherwise exposes KnowBe4 or its resellers
to civil or criminal lability. Customer acknowledges that
the Products are designed to assist Customer in training
Users and can include developing customized fake cyber
security attack campaigns for purposes of employee
training, but that Customer, and not KnowBe4 or any
KnowBeé resellers, shall be responsible for Customers
compliance with all laws and governmental regulations,
and any results in connection with the Customer's use of
the Products fincluding any reports or information
produced in connection therewith).

6.5 Export/impert Contral Compliance. The sale,
resale or other disposition of Products and any related
technology or documentation may be subject to the
export control laws, regulations and orders of the United
States and may be subject to the export and/or import
control laws and regulations of other countries. Customer
is solely responsible for complying with all such laws,
regulations and orders and acknowledges that it shall not
directly or indirectly export or import any Products to ary
country to which such export or transrnission Is restricted
or prohibited. Customer understands and acknowledges
its responsibility to obtain any license to export, re-export
or import as may be required.

7. Product Support.

7.4 in General. Products are mace available with
standard Product Support for no additional charge.
Customer may purchase Priority Support for an additional
fee as forth in the applicable Quote. Product Support is
made available in accordance with the terms and
conditions set forth in Exhibit B.

7.2 Exclusions. Notwithstanding the foregoing,
KnowBe4 will have no obligation to support: (I) services,
hardware, or software provided by anyone other than
KnowBed, or {ii} Product issues caused by Customer’s
negligence, abuse or misapplication, or (11) Customer’s use
of Products other than as specified in the Documentation.

§. Payment Terms.

8.1 Prices. Prices will be specified by KnowBed4 and
will be applicable for the period specified in the KnowBed
Quote (as applicable). if no period is specified, prices will
be applicable for thirty (80) days. Prices are exclusive of
taxes, including sales, use, excise, value added and similar
taxes or charges imposed by any government authority:
domestic and international shipping charges. Customer is
responsible for payment of the foregoing (with the
exception of any KnowBed income or employee taxes) and
such charges will be paid by Customer to KnowBed in
addition to the price of the Products. Except as otherwise
specified herein oy in a Quote, (i) fees are based on the
Product acquired and not actual usage, (7) payment
obligations are non-cancelable and fees paid are non-
refundable, and (i) Term and quantities purchased cannot
be decreased during the applicable Product term,
Customer will be responsible for any payments owed but
not paid by any of Customer's Affiliates ordering Services
hereunder.

8.2 Due Date; Late Payments. Amounts due for
Products may be invoiced by KnowBed in full at the start
of the subscription term or as otherwise expressly
provided in the Quote. Customer agrees to pay the net
amount of each invoice without offset or deduction within
thirty (30) days after the date of KnowBed’s invoice (unless
otherwise noted on the invoice}. ff any amount is not paid
upon the due date, KnowBe4 shail be entitled to receive
the amount due plus interest thereon at the rate of 1.0%
per month for such lower rate as shall be the highest
permissible contract rate under applicable law) on ail
arnounts that are not paid on or before the date due.

8.3 Disputed Payments. KnowBeé4 will not exercise
its right of suspension in the event Customer provides
KnowBe4 notice that Customer disputes such charges, in
good faith, and provides KnowBe4 with written natice of
such dispute prior to the due date, pays all undisputed

charges on time, and cooperates diligently to resolve the
dispute.

$4 Credit Approval: Application of Payment. All
Quotes are subject to credit approval by KnowBed,
Customer agrees to submit such financial information
from time to time as may be reasonabiy requested by
KnowBe4 for the establishment and/or continuation of
credit terms. Any payment received from Custorner may
be applied by KnowBed against any obligation owing from
Customer to KnowBed.,

8.5 Reseller Purchases.in the event Customer
acquires Products via a reseller, then all payment-related
terms will be set forth in the applicable reseller agreement
between such reseller and Customer.

%. Confidentiality.

§.1 Confidential information. During the course of
this Agreement, each party may disclose to the other
certain Confidential Information to the other party.
Notwithstanding the foregoing, Confidential information
does act include information that: @) is or becomes
publicly available through no breach by the Receiving Party
of this Agreement: (1) was previously known to the
Receiving Party prior to the date of disclosure, as
avidenced by contemporaneous written records; GH) was
acquired from a third party without any breach of any
obligation of confidentiality; (v} was independently
developed by @ party hereto without reference to
Confidential information of the other party; or (v) is
required to be disclosed pursuant ta a subpoena or other
similar order of any court or government agency, or a
public disclosure request (including New Harnpshire Right-
to-Know Law (RSA Chapter 91-A), , provided, however,
that the party receiving such subpoena, order, or public
disclosure request shall promptly inform the other party in
writing and provide a copy thereof (unless notice is
precluded by the applicable process), and shall only
disclose that Confidential information necessary to comply
with such subpoena or order.

9.2 Protection of Confidential Infermation. Except
as expressly provided in this Agreement, the Receiving
Party will not use or disclose any Confidential information
of the Disclosing Party without the Disclosing Party's prior
written consent, except disclosure to and subsequent uses
by the Receiving Party's employees or consultants on a
need-to-know basis, provided that such employees or
consultants are bound by confidentiality obligations.
Subject to the foregoing nondisclosure and non-use
obligations, the Receiving Party agrees to use at least the
same care and precaution in protecting such Confidential
information as the Receiving Party uses to protect the

NASHUA AIRPORT AUTHORITY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Year Ended June 30, 2021

contribution rate and that employer contributions will be made at rates equal to the difference between
actuarially determined contribution rates and the member rate. For purposes of the projection, member
contributions and employer contributions are projected based on the expected payroll of current members
only. Based on those assumptions, the pension plan's fiduciary net position was projected to be available to
make all projected future benefit payments of current plan members. Therefore, the long-term expected rate
of return on pension plan investments was applied to all periods of projected benefit payments to determine
the collective pension liability.

Sensitivity of the Authority’s Proportionate Share of the Net Pension Liability to Changes in the Discount
Rate

The following presents the Authority's proportionate share of the net pension liability calculated using the
discount rate of 6.75 percent, as well as what the Authority's proportionate share of the net pension liability
would be if it were calculated using a discount rate that is 1-percentage-point lower or |-percentage-point
higher than the single discount rate:

Current
1% Decrease Discount Rate 1% Increase
(5.75%) (6.75%) (7.75%)
Authority's proportionate share
of the net pension liability g 535,007 $ 413,263 $ 313,782

NOTE 6—LONG-TERM OBLIGATIONS
Changes in Long-Term Obligations

The changes in the Authority’s long-term obligations for the year ended June 30, 2021 are as follows:

Amounts
Balance Balance Due Within
Type 7/1/2020 Additions Reductions 6/30/2021 One Year
Compensated absences $ 18,187 § 6,051 § (959) $§$ 23,279 = § -

NOTE 7—OPERATING LEASES

The Authority leases land from the City of Nashua, New Hampshire under a master lease commencing
October 8, 1974. The lease expires December 31, 2115. The rent for the term of the lease is $1.

The Authority subleases a portion of this land pursuant to twenty-year operating leases. The base rent is
adjusted biannually by the consumer price index. The Authority also leases the control tower under terms
of a lease, which expires July 31, 2024. The base rent for the control tower is adjusted annually at a rate of
2.25%. For the year ended June 30, 2021, lease income was $415,153.

152

Receiving Party’s own Confidential information and trade
secrets, and in noe event less than reasonable care. Each
party acknowledges that due to the unique nature of the
other party's Confidential information, the Disclosing
Party will not have an adequate remedy in money or
damages in the event of any unauthorized use or
disclosure of its Confidential Information. in addition to
any other remedies that may be avaliable in law, in equity
or otherwise, the Disclosing Party shall be entitled to seek
injunctive relief to prevent such unauthorized use or
disclosure.

$3 Return and Destruction of Materials. All
documents and other tangible objects containing or
representing Confidential information that have been
disclosed by either Party to the other Party, and all
summaries, copies, descriptions, excerpts or extracts
thereof that are in the possession of the other Party, shail
be and remain the property of the Disclosing Party and the
Receiving Party shail use reasonable efforts to promptly
delete or destroy all summaries, copies, descriptions,
excerpts or extracts thereof in their possession upon the
Disclosing Party's written request. The Receiving Party
shail have no obligation to delete or destroy copies that:
(a) are contained in an archived computer system backup
that was made in accordance with such Party's security, e-
mail retention, and/or disaster recovery procedures; or (b)
are kept for record-keeping, archival, or governance
purposes in compliance with such party’s document
retention policies. Any such retained Confidential
information shall rernain subject to the terms and
conditions of this Agreement for so long as ft Is
retained. Notwithstanding the return or destruction of
the Confidential Information, the Receiving Party will
continue to be bound by its confidentiality and. other
obligations hereunder in accordance with the terms of this
Agreement. At the Disclosing Party's option, the Receiving
Party will provide written certification of its compliance
with this Section.

16. Warranties and Disclaimers.

40,1 Product Warranties. Unless expressly provided
otherwise in a Product warranty in terms and conditions
accornpanying a Product, all Products shall materiaily
conform to their then current Documentation. Custorner
must notify KnowBed of any breach of this warranty within
the foregoing thirty (30) day period. Customer’s sole and
exclusive remedy, and KnowBed’s sole and exclusive
liability, for a breach of the foregoing warranty will be for
KnowBe4 to provide Product Support to repair or replace
the relevant Product or terminate the relevant Quote and
issue a refund for any pre-paid, unearned fees for the
affected portion of the Product. KnowBed shall not be

responsible for any breach of the foregoing warranty
resulting from Custorner’s abuse or misuse of the Product
or failure to use the Product as described in this
Agreement, including failure to use the Product in
accordance with jts operational requirements.

40.2 Service Warranties. KnowBed warrants that
KnowBe4 shall provide the Services in a professional,
workmanlike manner consistent with this Agreement.
Customer must notify KnowBed of any breach of this
warranty within thirty (0) days of delivery. Customer's
sole and exclusive remedy, and KnowBed’s sole and
exclusive liability, for a breach of the foregoing warranty
wil be for KnowBe4, in its sole discretion, to use
reasonable efforts to re-perform the Services or terminate
the relevant Quote and issue a refund for the portion of
price paid for the non-conforming Services.

16.3 Compliance Warranties.Each party warrants
that it will comply with all laws and regulations applicable
to its provision or use of the Products, as applicable
including applicable security breach notification law).

10.4 Disclaimers. EXCEPT FOR THE LIMITED
WARRANTIES IN SECTION 10 OR ANY EXPRESS
WARRANTIES PROVIDED IN TERMS AND CONDITIONS
ACCOMPANYING A PRODUCT: () THE PRODUCTS ARE
PROVIDED “AS 1S,” WITH ALL FAULTS, AND WITHOUT
WARRANTIES OF ANY KIND; AND (1) KNOWBE4 EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, QUIET ENJOYIVIENT,
QUALITY OF INFORMATION, TITLE, NON-INFRINGEMENT,
AND FITNESS FOR A PARTICULAR PURPOSE. KNOWBE4
DOES NOT WARRANT THAT THE OPERATION OF THE
PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE OR
THAT DEFECTS IN THE PRODUCTS WILL BE CORRECTED, NO
ORAL OR WRITTEN INFORMATION, MARKETING OR
PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY
KNOW BE4 OR KNOWBEA’S AUTHORIZED
REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY
WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES
PROVIDED HEREIN.

40.5 THE PRODUCTS MAY BE USED TO ACCESS AND
TRANSFER INFORMATION OVER THE INTERNET.
CUSTOMER ACKNOWLEDGES AND AGREES THAT
KNOWSBE4 AND ITS VENDORS AND LICENSORS DO NOT
OPERATE OR CONTROL THE INTERNET AND THAT: (}
VIRUSES, WORMS, TROJAN HORSES, OR OTHER
UNDESIRABLE DATA OR SOFTWARE; OR {i}
UNAUTHORIZED USERS (6.G., HACKERS) MAY ATTEMPT TO
OBTAIN ACCESS TO AND DAMAGE CUSTOMER DATA,
WEB-SITES, COMPUTERS, OR NETWORKS, KNOWBE4 WILL

NOT BE RESPONSIBLE FOR THOSE ACTIVITIES. FURTHER,
EACH PARTY DISCLAIMS ALL LIABILITY AND
INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR
DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING
PROVIDERS.

41. indernnification.

11.1 Know@e4 indemnity Obligations. KnowBe4 will
defend and indemnify Customer frorn any and all claims,
losses, deficiencies, damages, abilities, costs, and
expenses (including but not limited to reasonable
attorneys’ fees) finally awarded against Customer, as
approved via a court-epproved settlement, or via binding
mediation or arbitration arising fram a claim by a third
party that Customer’s authorized use of a Product
infringes that third party's United States patent, copyright,
or trade secret rights. The foregoing indernnification
obligation of KnowBed is contingent upon Customer
promptly notifying KnowBe4 in writing of such claim
(provided the failure or delay in doing so shall not relleve
KnowBe4 from any obligations to indemnify Customer
except to the extent that such delay or failure materially
prejudices the defense of such claim), permitting KnowBe4
sole authority te control the defense or settlement of such
claim and providing KnowBed reasonable assistance (at
KnowBe4’s sole expense) in connection therewith. If a
claim of infringement under this Section occurs, or if
KnowBed determines a claim is likely to occur, KnowBe4
will have the right, in fits sole discretion, to either {)
procure for Customer the right or license to continue to
use the Products free of the infringement claim, or (i)
modify the Products te make them non-infringing, without
loss of material functionality. if neither of these remedies
is reasonably available to KnowBe4, KnowBe4 may, in its
sole discretion, immediately terminate this Agreement
and related Quote and, upon return of the infringing
Products from Customer, refund the fees paid for such
Products, prorated over twenty-four (24) months from
intial delivery of the Products to Customer.
Notwithstanding the foregoing, KnowBed will have no
obligatian with respect to any claim of infringement that is
based upon or arises out of (i) the use or combination of
the Products with any hardware, software, products, data,
or other materials not provided by KnowBe4, G0
modification or alteration of the Products by anyone other
than KnowBed4, UN} use of the Products in excess of the
rights granted in this Agreement, or (iv) any specifications
or other intellectual property provided by Customer
(collectively, the “Excluded Claims”). The provisions of this
Section state the sole and exclusive obligations and liability
of KnowBed and its licensors and suppliers for any claim of
intellectual praperty infringement arising out of or relating

to the Products or this Agreement, and are in lieu of any
implied warranties. of non-infringement, all of which are
expressly disclaimed.

11.2 Customer indemnity Obligations. Customer will
defend and indemnify KnowBed and hold it harmiess from
any and all claims, losses, deficiencies, darnages, liabilities,
costs, and expenses (including but not limited to
reasonable attorneys’ fees) incurred by KnowBed as a
result of any claim by a third party arising from {))
Customer's use of the Products in breach of this
Agreement, (i) KnowBed’s authorized use of the Customer
Data, or GH) the Excluded Claims. The foregoing
indemnification obligation of Customer is contingent upon
KnowBe4 promptly notifying Customer in writing of such
claim (provided the failure or delay in doing so shall not
relieve Customer from any obligations to indemnify
KnowBe4 except to the extent that such delay or failure
materially prejudices the defense of such claim),
permitting Customer sole authority te control the defense
or settlement of such claim, provided that Customer may
not settle any such claim unless it unconditionally releases
KnowBeé. of all liability, and providing Customer
reasonable assistance (et Customer’s sole expense) in
connection therewith.

12, Limitations of Liability.

12.1 NEITHER KNOWBE4 NOR ITS VENDORS AND
LICENSORS SHALL HAVE ANY LIABILITY TO CUSTOMER OR
ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES,
BUSINESS, DATA, OR OTHER INCIDENTAL,
CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE,
INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY
KIND OR NATURE RESULTING FROM OR ARISING OUT OF
THIS AGREEMENT, THE PRODUCTS, AND ANY SERVICES
RENDERED HEREUNDER. THE TOTAL LIABILITY OF EACH
PARTY TO THE OTHER PARTY ARISING CUT OF THIS
AGREEMENT, THE PRODUCTS, AND ANY SERVICES
RENDERED HEREUNDER FOR ANY AND ALL CLAIMS OR
TYPES OF DAMAGES SHALL NOT EXCEED THE TOTAL FEES
PAID OR PAYABLE HEREUNDER BY CUSTOMER FOR THE
PRODUCT OR SERVICE AS TO WHICH THE LIABILITY
RELATES, IN THE TWELVE (12) MONTHS PRIOR TO THE
FIRST EVENT GIVING RISE TO LIABILITY. The allocations of
liability in this Section represent the agreed, bargained-for
understanding of the parties and KnowBed’s
compensation hereunder reflects such allocations. The
liraitation of Hability and types of damages stated in this
Agreement are intended by the parties to apply regardless
of the form of lawsuit or claim a party may bring, whether
in tort. contract or otherwise, and regardless of whether
any liraited rernedy provided for in this Agreemertt fails of
its essential purpose.

13. Term and Termination.

43.1 Term. This Agreement shail be effective as of the
Effective Date, and shall rernainin full force and effect until
all Quote terms have expired or otherwise have been
terrninated (“Term”).

13.2 Suspension. In the event KnowBed, in good faith
helleves or otherwise becomes aware of a User's violation
of this Agreement, then KnowBe4 may specifically request
that Customer suspend such User’s access to and use of
the Products. in the event Customer fails to suspend such
non-compliant User, Customer hereby authorizes
KnowBe4 to suspend such User. The duration of such
suspension is at the sole determination of KnowBe4 and
shall continue until such time as KnowBe4 determines that
the applicable User has cured the breach resulting in such
suspension. KnowBe4 may also suspend access and use of
the Products with respect to any individual User or the
Customer account to: {]) to prevent damages to, or
degradation of, the Products or KnowBed’s systems; (1) to
comply with any law, regulation, court order, or other
governmental request; (11) to otherwise protect KnowBe4
from potential legal lability. Any such suspension will be
to the minimum extent and of the minimum duration
required to prevent or terminate the cause of the
suspension.

13.3 Termination.

43.3.1 if KnowBe4 believes in good faith that
Customer’s ability to make payrnents may be impaired, or
if Custorner fails to pay any invoice when due and does not
make such payment within ten (10) days after receipt of
notice from KnowBed of such failure, KnowBed may, in its
sole discretion, either: (]} suspend delivery or performance
of any Quote, or any rernaining balance thereof, until such
payment is made; or (ii) terminate any Quote, or any
remaining balance thereof. In either event, Customer shall
remain liable to pay for any Products already received, and
any Services already performed.

43.3.2 Either party may terminate the
Agreement or a Quote upon a material breach of the
Agreement or Quote by the other, if the breaching party
does not cure the breach within thirty (30) days. after
receipt of written notice from the other party specifying
the breach.

13.4 Effects of Termination.

43.4.1 All Quotes existing at the time of
termination of this Agreement shall remain in effect and
shall be performed in accordance with and subject to the
terms and conditions of this Agreernent (all of which shall

survive with respect to such Quotes), except for any
Quotes terminated under Section 13.3.2 above.

13.4.2 in the event of any termination of the
Agreement or Quote, Customer shall pay for all work in
process and all Products ordered as of the effective date
of termination of the particular Quote, as applicable. In
addition, if a Quote specifies a term for which KnowBe4
shall provide Services to Customer (¢.2., 36 months}, and
that Quote is terminated by KnowBed for cause (Including
nonpayment) or by Customer without cause, then ail
future, recurring Service fees associated with the
remaining Term of such Quote shall become immediately
due and payabie, and shall be paid by Customer to
KnowBe4 upon the effective date of such termination.

43.4.3 Upon any termination, Customer's right to
use and access the Products shall immediately cease.

13.4.4 After the effective date of termination of
this Agreement, KnowBe4 shall have no obligation to
maintain or provide Customer Data to Customer. KnowBe4
ray, In its sole discretion, delete or destroy any Customer
Data in its possession, unless KnowSed has a4 legal
retention obligation. Prior to the expiration or
termination, Customer may request, in writing, that
RnowBed provide Customer with a copy of the Customer
Data in its possession and in the form and format as such
Customer Data exists of the effective date of such
termination.

13.4.5 The exercise of the right to terminate this
Agreement and any Quote shail be in addition to any other
right and remedy provided in this Agreement or existing at
law or equity that is not otherwise excluded or limited
under this Agreement.

14. Miscellaneous Provisions.

14.4 US. Governmental Rights. The software
Products are commercial computer software as described
in DEARS 252.227-7014{a}l(1) and FAR 2.101. if acquired by
or on behalf of any the Department of Defense or any
component thereof, the U.S. Government acquires this
commercial computer software and/or commercial
computer software documentation subject te the terms of
this Agreement as specified in DFARS 227.7202-3, Rights in
Cormmercdal Computer Software or Cormmercial Computer
Software Documentation. If acquired by or on behalf of
any civillan agency, the U.S. Government acquires this
commercial computer software and/or commercial
computer software documentation subject to the terms of
this Agreement as specified In FAR 12.212, Computer
Software.

14.2 FOIA and Public Disclosure Requests. The
purpose of the relationship between Know6Sed and
Customer is for Customer to purchase a subscription to
KnowBe4’s Security Awareness Training, which contains
software, content, and information for Internet security
awareness training, IT risk management, regulatory
compliance, simulation of security attacks and
vulnerability assessments. The software, web services,
content, and information disclosed is proprietary to
KnowBe4 and is an important business asset of KnowBed
(the “Proprietary information”). The Proprietary
information consists of protected financial deta, trade
secrets and commercially valuable information that, if
disclosed, would harm the competitive position of
KnowBed. In the event of a request for disclosure of
KnowBe4’s information, including any training materials,
Customer will affirmatively respond denying the request
pursuant to the terms of this paragraph and will prornptly,
but no later than (five) 5 business days after raceiving such
request, forward the request on to KnowHe4. Customer
shall not release any such information except pursuant to
written instructions by KnowBed4, or a final un-appeelable
court order, provided that any such disclosure shall be
limited to the minimum necessary to be in compliance
with the request, based upon the opinion of counsel. tf
Customer cannot agree to the foregoing, then Customer is
not permitted access to the Proprietary Inforrnation.

14,3 independent Contractor. KnowBe4, its
personnel, agents, subcontractors and independent
contractors are not employees or agents of Customer and
are acting as independent contractors with respect to
Customer. Neither party is, nor shall be considered to be,
an agent, distributor, partner, joint venturer or
representative of the other party for any purpose, and
neither party shall have the authority to act on behalf of,
orin the name of, or to bind the other party In any manner
whatsoever.

44,4 Force Mojeure. Neither party to this Agreement
shall be liable for delays or failures in performance under
this Agreement (other than the payment obligations or
breach of confidentiality requirements) resulting from acts
or events beyond the reasonable control of such party,
including acts of war, terrorism, acts of God, earthquake,
flood, embargo, riot, sabotage or dispute, governmental
act or falure of the internet, power failure, energy
interruption or shortages, other utility interruption,
telecomroaunications interruption provided that the
delayed party: 4) gives the other party prompt notice of
such cause: and fi) uses its reasonable commercial efforts
to promptly correct such failure or delay in performance.

14.5 Entire Agreement; Construction; Modifications.
This Agreement, including any and all Quotes, constitutes
the entire understanding between the parties related to
this Agreement which understanding supersedes and
merges all prior understandings and all other proposais,
letters, agreemerdts, oral or written. The parties further
agree that there are no other inducements, warranties,
representations or agreements regarding the matters
herein between the partles except as expressly set in this
Agreement. in the event of any conflict between the body
of this Agreement and any Quote, the body of this
Agreement shall control, unless signed in writing by the
parties. In the event that the Customer, or its Users, are
presented with KnowBed click-wrap, the contents of this
Agreement shall supersede any conflicting terms. As used
herein, the term “including” shall mean “including,
without limitation’; the term “Includes” as used herein
shall mean “Includes, without limitation’: and terms
appearing in the singular shall Include the plural and terms
appearing in the olural shall include the singular. This
Agreement may not be modified, amended or altered
any manner except by a written agreement signed by both
parties, and any attempt at oral modification shall be void
and of no effect.

i

LLG Assignment, Customer may not assign its rights
or delegate its duties under this Agreement either in whole
or in part without the prier written consent of KnowBe4.
Any attempted assignment or delegation without such
consent will be void and KnowBe4 may immediately
terminate this Agreement for cause. Except as provided
above, this Agreernent shail apply to, inure to the benefit
of, and be binding upen the parties hereto and their
successors and assigns.

14.7 No Woeiver. The waiver or failure of either party
to exercise any right in ary respect provided for herein
shall not-be deerned to be a waiver of any further right
hereunder.

14,8 CHOICE OF LAW AND VENUE: This Agreement shall
be governed exclusively by the laws of the State of New
Hamoshire and any clair or action brought relating to this
contract, the work performed or contracted to be performed
thereunder, or referable in anyway thereto shall be brought in
Hilisborough County (New Hampshire} Superior Court Southern
Judicial District or in the New Hampshire Sth Circuft Court~
Nashua and not elsewhere. Both parties have the right to seek
injunctive or pre-judgment relief to prevent or enjoin the
risaporopriation, misuse, infringernent, or unauthorized
disclosure of its Confidential Information or Intellectual property
rights. In the event any provision of this Agreement is held by a
tribunal of competent jurisdiction to be contrary to law, the
remaining provisions of this Agreement will remain in full force
and effect.

14.9 Purchase Order. KNOWBE4 SPECIFICALLY
OBJECTS TO ANY ABDITIONAL TERMS BEING ADDED
THROUGH A CUSTOMER PROVIDED PURCHASE ORDER OR
SIMILAR DOCUMENT. IF A PURCHASE ORDER IS REQUIRED
BY CUSTOMER, THE PARTIES AGREE THAT ANY
ADDITIONAL TERMS CONTAINED THEREIN SHALL NOT
BECOME PART OF THE AGREEMENT BETWEEN THE
PARTIES AND SPECIFICALLY THAT THE TERMS OF THIS
AGREEMENT SHALL SUPERSEDE AND REPLACE ANY AND
ALL TERMS IN ANY PURCHASE ORDER.

14.10 Survivability. All provisions of this
Agreement relating to confidentiality, non-disclosure,
intellectual property, disclaimers, limitation of liability,
indemnification, and payrnent, and any other provisions
which must survive in order to give effect to their meaning,
shall survive the termination of this Agreement.

KNOWBE4

a tS ACEI cence antici
apace ee conc
sams oF

ye .

Name: Lars Letonoff
Title: Chief Revel we Officer
Date: BAL { 1

Address for notices:

33 N. Garden Ave Suite 1206

Clearwater, Florida 33755

E-mail: Legal@knowbed.com

Phone: DIR (727) 265-3259 or Main (855) 566-9224

Attention: Legal

44.41 Notices. Any notice provided pursuant to
this Agreement, if specified to be in writing, shall be in
writing and shall be deemed giver: (I) if by facsimile, hand
delivery or by delivery service, upon receipt thereof; or ()
if mailed, three days after deposit in the U.S. mail, postage
prepaid. All notices shall be addressed to the parties at the
addresses specified below or at such other addresses as
either party may in the future specify in writing to the
other.

14.12 Headings; Counterparts. The headings
contained in this Agreement are for purposes of
convenience only and shall not affect the meaning or
interpretation of this Agreement. This Agreernent may be
executed in two or more original or facsimile counterparts,
each of which will be deemed an original, but all of which
together shall constitute one and the sarne instrument.

CUSTOMER

By:
Name:
Tithe:
Date:

Address for notices:

E-rnail:
Phone:
Attention:

EXHIBIT A- QUOTE

EXHIBIT B - MNOWBES SUPPORT, MAINTENANCE AND SERVICE LEVEL AGREEMENT
("Service Level Agreement”)

i. Service Level Agreement Overview

This Service Level Agreement (“SLA” or “Service Level Agreement”) is between KnowBe4, Inc.
(“KnowBea”} and the Customer for the provisioning of services required to support and sustain the
Products under the Agreement to which this Service Level Agreement is attached).

Goals & Objectives.

The purpose of this Service Level Agreement is to ensure that the proper elements and commitments are
in place to provide consistent maintenance and support to Customer by KnowBed4.

The objectives of this Service Level Agreement are to:
* Provide clear reference to service ownership, accountability, roles and/or responsibilities.

° Present @ clear, concise and measurable description of service provision to Customer by
KnowBe4.

* Match perceptions of expected service provision with actual service support & delivery.

Based on the foregoing and this Service Level Agreement, it is KnowBed4’s obligation to support and
maintain the Products so that it continues operating as warranted during the Term of any Quote or order
for KnowBed’s Products. In addition, KnowBed shall provide updates, error corrections, and
enhancements to the Products during the Term at no additional charge.

2. Stakeholders

The following Stakeholders are the parties to the Agreement and Service Level Agreement, KnowBed and
Customer.

3. Term
This Service Level Agreement is valid for the Term as described in a Quote or order for the Products.
4, Service Agreement

The following detailed service parameters are the responsibility of KnowBe4 under this Service Level
Agreement and are provided at no additional cost to Customer (unless expressly set forth below):

* Service Scope. The following services are covered by this Service Level Agreement;
* Manned telephone support
a 9:00 A.M. to 5:00 P.M. Monday — Friday EST

o Calls received out of office hours will be forwarded to a mobile phone and
reasonable efforts may be made to answer / action the call,

Monitored email support: Monitored 9:00 A.M, to 5:00 P.M. Monday — Friday EST

5 Emails received outside of office hours will be collected, however no action can
be guaranteed until the next working day.

e

s Remote assistance using the Products or screensharing where available.

« Planned or Emergancy Onsite assistance (extra costs apply).

. KnowBed4’s obligations to provide support include, without any additional charge, training
and assistance in use and operation of the Products and fixing any errors or any failure of
the Products to operate as warranted under the Agreement.

= Customer Reouirements. Customer responsibilities and/or requirements in support of this
Service Level Agreement include:

* Payment for all subscription costs at the agreed interval.

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