Quest Software, Inc.

Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING,

INSTALLING OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS
AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. THIS AGREEMENT
DOES NOT SUPERSEDE ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND QUEST
SOFTWARE, INC.

This agreement (the “Agreement”) is made between Quest Software, Inc., (“Quest”) and you, the
customer (“Licensee”). The terms and conditions of this Agreement are intended by the parties as a final
expression of their agreement with respect to the subject matter hereof and may not be contradicted by
evidence of any prior or contemporaneous agreement unless such agreement is signed by both parties.
In the absence of such an agreement, this Agreement shall constitute the complete and exclusive
statement of the terms and conditions and no extrinsic evidence whatsoever may be introduced in any
judicial proceeding that may involve the Agreement. This Agreement may not be modified except by a
writing executed by both parties hereto.

SECTION 1. GENERAL PROVISIONS.

The provisions of this Section 1 shall apply to any and all Software (as defined below) installed and used
by Licensee hereunder, regardless of whether the Software is licensed as freeware, for trial and
evaluation purposes or for perpetual production use.

1.1 Software and Documentation. For the purpose of this Agreement, the licensed computer
software program(s) downloaded and/or installed pursuant to this Agreement will be referred to as the
“Software.” “Documentation” for purposes of this Agreement shall mean the published and generally
available user manuals and documentation that Quest delivers with the Software.

1.2 Restrictions. Quest reserves any and all rights, implied or otherwise, which are not expressly
granted to Licensee hereunder, and retains all rights, title and interest in and to the Software. Licensee
may not reverse engineer, decompile, disassemble, modify, adapt, rent, lease, loan, create or prepare
derivative works of, create a patent based on, or attempt to discover or modify in any way the underlying
source code of the Software or any part thereof. Licensee may not use the Software as a managed
service provider, as an application service provider, to perform consulting or training services for a third
party, in any commercial time share arrangement, in connection with the operation of any nuclear
facilities, or in combination or conjunction with any third party product not properly licensed by Licensee.
Licensee may not resell the Software licensed hereunder or use the Software for competitive analysis
purposes. Licensee may not assign the Software to a third party for use in managing Licensee’s
environment without the prior written consent of Quest. Licensee may not use the Software in
combination or conjunction with any third party product not properly licensed by Licensee.

1.3 Export Law Assurances. Licensee acknowledges and agrees that the Software is subject to the
export control laws and regulations of the United States ("Export Controls"), including the Export
Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of
Foreign Asset Control, and agrees to comply with the Export Controls. Licensee further agrees that (i)
Licensee is not an entity restricted or prohibited by the Export Controls; (ii) the Software will not be
exported, re-exported or otherwise transferred to any country subject to a United States trade embargo
(currently Cuba, Iran, North Korea, Sudan, and Syria), or to a national or resident thereof; and (iii) the
Software will not be exported, re-exported, or transferred to an end-user engaged in activities related to
the design, development, production, or use of nuclear materials, nuclear facilities, nuclear
weapons, missiles or chemical or biological weapons.

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1.4 Limitation of Liability and Damages. IN NO EVENT WILL QUEST, ITS SUBSIDIARIES OR
ANY OF THE LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES OF ANY OF THE
FOREGOING BE LIABLE TO LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY
OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT
OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND
DATA AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, REGARDLESS OF THE
BASIS OF THE CLAIM AND EVEN IF QUEST OR A QUEST REPRESENTATIVE HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGE. QUEST’S CUMULATIVE LIABILITY FOR DAMAGES FOR
ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED
TO THE GREATER OF THE AMOUNT OF MONEY PAID TO QUEST FOR THE SOFTWARE THAT
CAUSED THE DAMAGES OR $500.00. NO ACTION MAY BE BROUGHT AGAINST QUEST LATER
THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURRED.

1.5 Nondisclosure. “Confidential Information” means the Agreement, Software, source code, object
code, information regarding the functionality and performance of the Software, Software benchmark tests,
Software license keys, trade secrets, know-how and any proprietary tools, proprietary knowledge or
proprietary methodologies disclosed by one party (the “Disclosing Party”) to the other party (the
“Receiving Party”) and not generally available to the public. The Receiving Party shall observe complete
confidentiality with respect to the Confidential Information, and shall use commercially reasonable efforts
and take all reasonable steps to protect the Confidential Information from any use, reproduction,
publication, disclosure, or distribution except as specifically authorized by this Agreement. The Receiving
Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the
Confidential Information and will cooperate with the Disclosing Party in any litigation brought by the
Disclosing Party against third parties to protect its proprietary rights.

1.6 Assignment. Licensee may not assign or transfer its rights or obligations under this Agreement
without prior written approval by Quest and any purported assignment or transfer without Quest’s consent
shall be null and void.

1.7 Injunctive Relief. Licensee hereby expressly agrees that Quest, in addition to any other rights or
remedies which Quest may possess, shall be entitled to injunctive and other equitable relief without
having to post bond or other security to prevent a material breach or continuing material breach of this
Agreement.

1.8 Software Supplied to the Government. The Software is a “commercial item” under FAR
12.201. Consistent with FAR section 12.212 and DFARS section 227.7202, any use, modification,
reproduction, release, performance, display, disclosure or distribution of the Software or Documentation
by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited
except to the extent expressly permitted herein.

1.9 Survival. Sections 1.2, 1.4, 1.5, 1.10, 1.12, 1.13, 2.2, 3.2 and 4.4 shall survive termination
of this Agreement for any reason whatsoever.

1.10 Warranties. THE LIMITED WARRANTIES AS DESCRIBED IN SECTION 2.2, 3.2 AND
SECTION 4.3 OF THIS AGREEMENT ARE THE ONLY WARRANTIES PROVIDED BY QUEST AND ITS
LICENSORS, WHO EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, STATUTORY OR
IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE,
NON-INFRINGEMENT, INTERFERENCE WITH QUIET ENJOYMENT, SATISFACTORY QUALITY,
ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.

1.11 Termination. This Agreement or an individual license granted hereunder may be terminated (a)
by mutual agreement of Quest and Licensee, (b) by Licensee, upon thirty (30) days prior written notice to
Quest, and (c) by Quest, if Licensee or its Affiliate breaches this Agreement and fails to cure such breach
to Quest’s reasonable satisfaction within thirty (30) days following receipt of Quest’s notice thereof. Upon

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any termination of this Agreement or a license granted hereunder, Licensee shall immediately cease use
of the applicable Software and certify in writing to Quest within thirty (30) days after termination that
Licensee has destroyed or returned to Quest such Software and all copies thereof. Termination of this
Agreement or a license granted hereunder shall not limit either party from pursuing any remedies
available to it, including injunctive relief, or relieve Licensee of its obligation to pay all fees that have
accrued or have become payable by Licensee hereunder.

1.12 Payment and Taxes. Licensee shall make all payments in full within thirty (30) days from the
date of the applicable invoice. Any amounts payable by Licensee that remain unpaid after the due date
shall be subject to a late charge equal to 1.5% of the invoice amount per month from the due date until
such amount is paid, or the maximum rate permitted by law if less. The fees listed may not include
taxes; if Quest is required to pay sales, use, property, value-added or other taxes based on the Software
or services provided under this Agreement or on Licensee’s use of Software or services, then such taxes
shall be billed to and paid by Licensee. This section does not apply to taxes based on Quest’s income.

1.13 General. This Agreement will be construed under the laws of the State of California,
without giving effect to any conflict of laws principles that would require the application of laws of a
different state. The U.N. Convention of Contracts for the Sale of International Goods shall not apply. In
the event there is a dispute concerning the subject matter of this Agreement, the proper venue shall be
the County of Orange, State of California, United States of America. Each party hereby waives opposition
to jurisdiction in such court. Service of process can be done in accordance with the governing law of the
Agreement. Performance of any obligation required by a party hereunder may be waived only by a written
waiver signed by the other party, which waiver shall be effective only with respect to the specific obligation
described therein. If any provision of this Agreement shall be held by a court of competent jurisdiction to
be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining
provisions of this Agreement will remain in full force and effect. Shipping, if any, shall be FOB Shipping
Point.

SECTION 2. FREEWARE TERMS AND CONDITIONS.

The provisions of this Section 2 shall apply to Licensee’s use of the freeware version of the Software.

2.1 License. Subject to the terms and conditions of this Agreement and the scope of use restrictions
associated with the licenses granted by Quest, including but not limited to the licensing terms included in
the Licensing Guide posted at www.quest.com/licensingguide, Quest hereby grants Licensee a non-
exclusive and non-transferable perpetual license to use for personal or internal business purposes the
freeware version of the Software, in executable object code form only. Notwithstanding the foregoing,
Quest may change the scope of use restrictions under this Section 2.1 at any time. This license does not
entitle Licensee to receive from Quest hard-copy Documentation, technical support, telephone
assistance, or enhancements or updates to the freeware version of the Software.

2.2 Disclaimer of Warranty. THE FREEWARE VERSION OF THE SOFTWARE IS PROVIDED

FREE OF CHARGE, AND, THEREFORE, ON AN "AS IS" AND UNSUPPORTED BASIS, WITHOUT
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE
WARRANTIES THAT IT IS FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN
UNINTERRUPTED BASIS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-
INFRINGING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS
AGREEMENT. NO USE OF THE FREEWARE VERSION OF THE SOFTWARE IS AUTHORIZED
HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

2.3 Fees and Taxes. There is no fee for Licensee’s use of the freeware version of the Software in
accordance with this Agreement, however, Licensee is responsible for any applicable shipping charges or
taxes which may be incurred under this Agreement, and any fees which may be associated with usage
beyond the scope permitted herein.

SECTION 3. TRIAL EVALUATION TERMS AND CONDITIONS.

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The provisions of this Section 3 shall apply to Software downloaded for temporary and/or trial use.

3.1 License. Subject to the terms and conditions of this Agreement and the scope of use restrictions
associated with the licenses granted by Quest, including but not limited to the licensing terms included in
the Licensing Guide posted at www.quest.com/licensingguide, Quest hereby grants to Licensee and
Licensee hereby accepts from Quest a non-perpetual, non-exclusive, non-transferable, and non-
sublicensable license to install, execute, access, run, or otherwise interact with the Software within the
scope of the license granted solely for Licensee’s own internal evaluation and for no other purpose for so
long as the Quest provided trial and evaluation key for the Software is valid (the "Evaluation Period").

(a) Nothing in this Agreement entitles Licensee to receive source code for any part of the Software.

(b) Licensee’s opportunity for a free evaluation of the Software is limited to one Evaluation Period per
release of the Software.

(c) There is no fee for Licensee’s use of the Software in accordance with this Agreement during the
Evaluation Period, however, Licensee is responsible for any applicable shipping charges or taxes which
may be incurred under this Agreement, and any fees which may be associated with usage beyond the
scope permitted herein.

(d) Licensee acknowledges that it is downloading the Software with the intent to purchase a
perpetual license to use the Software upon completion of a successful evaluation of such. A Quest sales
representative may contact Licensee after the download to discuss Licensee’s purchase of a perpetual
license.

3.2 “AS-IS” Warranty. LICENSEE AND QUEST AGREE THAT THE SOFTWARE IS PROVIDED “AS
IS” AND UNSUPPORTED, AND THAT QUEST MAKES NO WARRANTY AS TO THE SOFTWARE,
EXPRESS STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, INTERFERENCE WITH QUIET
ENJOYMENT, SATISFACTORY QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR
PURPOSE.

SECTION 4. “FULL” LICENSE TERMS AND CONDITIONS.

The provisions of this Section 4 shall apply to Software licensed with no time limits.

4.1 License. Subject to the terms and conditions of this Agreement and the scope of use restrictions
associated with the licenses granted by Quest, including but not limited to the licensing terms included in
the Licensing Guide posted at www.quest.com/licensingguide, and in consideration for Licensee’s
payment of the applicable license fees, Quest hereby grants to Licensee, and Licensee hereby accepts
from Quest, a perpetual, non-exclusive, non-transferable and non-sublicensable license to (i) install,
execute, access, run, or otherwise interact with the Software within the scope of license granted solely for
Licensee’s own internal business operations; (ii) make a reasonable number of additional copies of the
Software solely for non-productive archival purposes, so long as neither the original and a copy nor two
copies of the same license are in use at the same time; and (iii) make copies of the Documentation as
reasonably necessary to support its authorized users in their use of the Software. Each copy must contain
all titles, trademarks, and copyrights and restricted rights notices as in the original. Nothing in this
Agreement entitles Licensee to receive source code for any part of the Software.

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4.2 Maintenance. During any Maintenance Period and for the applicable fees, Quest shall make
available to Licensee the Maintenance Services as listed in this Section4.2. The “Maintenance Period” is
a twelve (12) month period. The first Maintenance Period begins on the date of the first invoice for the
Software and ends twelve (12) months thereafter. Each Maintenance Period shall automatically renew for
another twelve (12) months unless the renewal has been cancelled by either party giving written notice at
least sixty (60) days prior to the first day of the renewal Maintenance Period. Maintenance fees shall be
due in advance of renewal. The procedure for reinstating Maintenance Services after they have lapsed is
posted at http://support.quest.com/Maintenance_Service.asp.

Maintenance Services consist of the following:

(a) Quest shall make available to Licensee new versions and releases of the Software, including
Software corrections, enhancements and upgrades, if and when Quest makes them generally available
without charge as part of Maintenance Services for the Software.

(b) Quest shall respond to unlimited communications from Licensee that report Software failures not
previously reported to Quest by Licensee.

(c) Quest shall respond to unlimited communications from Licensee’s Technical Coordinators that
request consultation on the operational/technical aspects of the Software; provided that Quest shall have
the right to limit such responses if Quest determines, in its sole reasonable discretion, that on-site
consultation at Quest’s then-current rate is required.

(d) Licensee shall have access to Quest’s Support Web site: ‘SupportLink’ at
http://support.quest.com.

(e) Maintenance Services are available during standard support hours (“Business Hours”) as
indicated on SupportLink. Extended support may also be available for other Software.

(f) For all Software, Quest’s Maintenance Services shall be available via the Web, email, or
telephone.

(g) During Business Hours, Quest will respond within one (1) hour to a call from Licensee which
reports a critical Software condition (a “Severity Level 1 Problem”). Licensee must use commercially
reasonable efforts to provide Quest with the necessary remote access to facilitate the identification and
resolution of a Severity Level 1 Problem. Quest’s ability to identify and resolve a Level 1 Problem may be
delayed without such remote access.

(h) The initial Maintenance Period for Software developed by an entity which Quest has acquired or
merged with may, during the first year following the effective date of the acquisition or merger, be
governed by terms other than those in this Section 4.2 (a) – (g). The applicable different terms, if any,
shall be stated on Quest’s Support Web site: ‘SupportLink’ at http://support.quest.com.

4.3 Limited Warranty. Quest warrants that for a period of thirty (30) days from the initial date of
delivery (i) the media provided by Quest, if any, on which the Software is recorded will be free from
material defects in materials and workmanship under normal use, and (ii) the operation of the Software,
as provided by Quest, will substantially conform to the Documentation applicable to such Software.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF, AND QUEST HEREBY
DISCLAIMS, ALL OTHER WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE,
NON-INFRINGEMENT, INTERFERENCE WITH QUIET ENJOYMENT, SATISFACTORY QUALITY,
ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.

Licensee must report in writing any breach of the foregoing warranties to Quest during the warranty
period. Licensee’s exclusive remedy, and Quest’s sole obligation, for any such breach of warranty shall

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be for Quest to replace defective media or to correct or provide a workaround for reproducible errors that
cause a breach of the warranty within a reasonable time considering the severity of the error and its effect
on Licensee, or, at Quest’s option, refund the license fees paid for the nonconforming Software upon
return of such Software to Quest and termination of the related license hereunder.

4.4. Usage Verification. At Quest's request, but not more frequently than annually, Licensee shall
furnish Quest with a document signed by Licensee's authorized representative verifying Licensee's usage
of the Software. Licensee will permit Quest to review Licensee's deployment and use of the Software for
compliance with the terms and conditions of this Agreement at Quest's expense. Any such reviews shall
be scheduled at least fifteen (15) days in advance, shall be conducted during normal business hours at
Licensee's facilities, and shall not unreasonably interfere with Licensee's business activities. If Licensee's
use of the Software is found to be greater than contracted for, Licensee will be invoiced for the
additional licenses or license upgrades (based on the applicable units of measure, e.g., servers, server
tiers or users) and the unpaid license fees shall be payable in accordance with this Agreement.
Additionally, if the unpaid fees exceed five percent (5%) of the license fees paid for the subject Software,
then Licensee shall also pay Quest's reasonable costs of conducting the audit.

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