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Software Subscription and Hosted Services Agreement.
This Software Subscription and Hosted Services Agreement together with Exhibits A, B, C, D, E and F.
and Schedule 1 (this “Agreement”) is made and entered into as of September 9, 2017, (the “Effective.
Date”) by and between FM:Systems Group, L.L.C., a Delaware company with an address at 2301 Sugar.
Bush Road, Suite 500, Raleigh, NC 27612 ("FM:Systems"), and Blackstone Administrative Services.
Partnership L.P., a Delaware limited partnership with an address at  345 Park Avenue, New York, New.
York 10154 (“Client”).
In consideration of the mutual promises and covenants contained herein and other good and valuable.
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Introduction. Under the terms of this.
Agreement, FM:Systems will provide Client with.
access to and use of certain software (the.
“Software”) on a hosted basis over the.
internet, as well as related services, all as.
described in Schedule 1 attached hereto.
(“Software and Services” or “Software” or.
“Services” as the context may require). The.
parties may from time to time agree to new.
schedules (each a “Schedule”) that identify.
additional software and services provided under.
the terms of this Agreement.  Each Schedule,
when executed by authorized personnel of each.
party, is a separate agreement that.
incorporates the terms of this Agreement. In the.
event of a conflict between the terms of this.
Agreement and any Schedule (including.
Schedule 1), the terms of the Schedule shall.
control as to the matters in conflict. The parties.
may also from time to time, including in respect.
of the Implementation Services, enter into one.
or more statements of work (each a.
“Statement of Work”) identifying certain.
implementation, training or other professional.
services to be performed by FM:Systems as set.
forth therein. The first such Statement of Work.
describing the Implementation Services is.
attached hereto as Exhibit D (the “Statement of.
Work No. 1”).
2.    Subscription and Hosting.
2.1. Subject to the terms and conditions of this.
Agreement and the applicable Schedule,
FM:Systems grants Client, and Client accepts,
a nontransferable and nonexclusive.
subscription to access and use in object code.
form only, and on an application services.
provider (ASP) basis the Software (including all.
associated documentation (“Documentation”)).
for the sole purpose of processing information.
for its own internal business purposes and only.
in connection with the facilities set forth in the.
applicable Schedule, and subject to any.
limitations set forth in the applicable Schedule.
(but not for any other purposes or in connection.
with any other facilities).  Client may use and.
access the Software solely through an.
approved web site or sites.
(www.blackstone.fmshosted.com) identified by.
FM:Systems in writing from time to time (the.
“Site”).
2.2. The Software may be used and accessed.
only by Client’s employees or contractors using.
the Software for its intended purpose while.
doing work for the Client. Contractors may not.
use the Software for their own business.
operations or administrative processes.
2.3. Client acknowledges that, as between.
Client and FM: Systems, FM:Systems and its.
licensors are the sole owner of all intellectual.
property rights in and to the Software and the.
Site, including but not limited to the structure,
organization, design, algorithms, methods,
templates, data models, data structures, flow.
charts, logic flow, and screen displays.
associated therewith.  Except as expressly.
authorized in this Agreement, Client will not.
copy (except as may be necessary to access.
and use the Software, Services and.
Documentation as authorized herein), modify,
distribute, sublicense, transfer, display, rent or.
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unbundle the Software.  In addition, Client will.
not reverse engineer, decompile or.
disassemble the Software, and will not.
otherwise attempt to reconstruct or discover the.
source code for the Software. Except as stated.
above, this Agreement does not grant Client.
any right, title or interest (whether by license,
ownership or otherwise) in or to any intellectual.
property or proprietary rights with respect to the.
Software or Documentation. Client agrees that.
any copies of the Software that it makes shall.
contain the same proprietary notices that.
appear on and in the Software.
2.4. Client shall retain sole ownership of all.
CAD drawings and all other information and.
data supplied by Client for use with the.
Software, including Confidential Information.
and Personal Information (both as hereinafter.
defined) (“Client Data”). Any Client Data, Client.
Confidential Information and Personal.
Information are and at all times will remain the.
property of Client.  FM:Systems has no rights in.
the Client Data other than the limited right to.
use as set forth in this Agreement. During the.
term of this Agreement, Client hereby grants to.
FM:Systems a non-exclusive, non-
sublicenseable, royalty-free, license to use the.
Client Data only for Client’s benefit and only in.
connection with FM:Systems’ provision of.
Software and Services under this Agreement.
Client grants no rights other than the license.
rights explicitly granted herein.
2.5. The terms of the Service Level Agreement.
attached as Exhibit B shall apply to the.
Services provided hereunder.
2.6. FM:Systems and its licensors reserve all.
rights in the Software and Documentation not.
expressly granted to Client and hereunder.
2.7. FM:Systems shall provide electronic.
notifications to Client upon the occurrence of.
any unscheduled failure of Availability occurring.
during the Service Level Availability.
measurement periods (an “Incident Response.
Report”).  The Incident Response Reports will.
include the notification of the start time, end.
time and duration of a failure of Availability.
FM:Systems will provide Client with written.
notice in the event FM:Systems determines it.
has not maintained the Minimum Service Level.
during any month; provided, however, that the.
foregoing shall not obligate FM:Systems to.
perform any analysis or calculations regarding.
or otherwise determine whether it has met the.
Minimum Service Level.
2.8. Either party may request a change to a.
Schedule or Statement of Work by describing.
the proposed change and reason for the.
change in writing to the other party (“Change.
Order”). Upon receipt of such request, the.
receiving party agrees to work with the.
requesting party in good faith to determine the.
anticipated impact on the Schedule and.
Statement of Work. No Change Order will take.
effect until accepted by the parties as indicated.
in a document signed by both parties describing.
the changes to the Schedule or Statement of.
Work including, as applicable, changes to the.
scope, schedule, fees, rights and/or obligations.
of the parties.
3. Implementation Services.
3.1. FM:Systems agrees to provide the start-up.
installation, needs analysis, implementation and.
training services set forth in the Statement of.
Work No. 1  (the “Implementation Services”).
3.2. Unless otherwise agreed in writing by the.
parties, Client shall have sole responsibility for.
acquiring, securing and maintaining its own.
technology environment, including but not.
limited to User’s end user desktop or laptop.
devices, operating systems, servers, internet.
access, local area networks, and wide area.
networks.
3.3. FM:Systems will notify Client in writing or.
via email to the Project Manager when the.
Proof of Concept Deliverables (as defined in.
the Statement of Work No.1) have been.
installed and are ready for Client (“Installation.
Date”). Following the Installation Date, (i) and.
within five (5) days of Installation Date,
FM:Systems will provide eight (8) hours of.
demonstration and training, and (ii) the.
Software shall be ready for configuration to.
enable FM:Systems to commence performance.
of the Implementation Services, including.
provision of the proof of concept, the Needs.
Analysis Document and the Project Plan as set.
forth in the Statement of Work No. 1. Client.
acknowledges that polylining of CAD drawings.
and additional Implementation Services may be.
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performed after the Installation Date as agreed.
by the parties.
3.4. FM:Systems shall maintain and keep.
current a disaster recovery plan designed to.
safeguard the Client Data and availability and.
operation of the Services (the “Disaster.
Recovery Plan”) which plan is and shall remain.
in material accordance with the requirements.
set forth in Exhibit C, Section I the terms of.
which have been attached hereto as Exhibit E.
(“FM:Systems Hosting Disaster Recovery Plan.
dated 2016”) and Exhibit F (“FM:Systems –.
Backup Policy for Hosting dated 6/20/2017”).
FM:Systems will make such plan available to.
Client upon request, provided that the Disaster.
Recovery Plan shall be FM:Systems’.
Confidential Information. If FM:Systems.
activates the Disaster Recovery Plan (which.
activation shall occur in accordance with the.
conditions set forth in the Disaster Recovery.
Plan), FM:Systems will notify Client of this.
activation within thirty (30) minutes of such.
activation. FM:Systems will keep a Disaster.
Recovery Plan in effect during the Term (that is.
in material accordance with Exhibit C, Section I.
requirements) and will, within two (2) months of.
the Effective Date, provide Client access to.
copies of material revisions and updates to the.
Disaster Recovery Plan via secure access to an.
FM:Systems’ webpage. During the Term,
FM:Systems will test its disaster recovery plan.
not less often than annually and will promptly.
deliver a summary of the results of each test to.
Client upon request. FM:Systems will provide.
information on its Disaster Recovery Plan that.
is reasonably requested by Client (including by.
making personnel reasonably available to.
discuss the Disaster Recovery Plan).
3.5. FM:Systems will use commercially.
reasonable efforts to, and will implement.
generally acceptable industry standard policies,
practices and tools designed to, prevent.
unauthorized access to its computer systems.
(that is, the computer hardware, servers,
mainframes, and other equipment or operating.
software) used by FM:Services to provide the.
Software and Services and any databases or.
files containing Client Data.  FM:Systems will.
implement generally acceptable industry.
standard processes, practices and tools.
designed to ensure that only Client’s Users (as.
hereinafter defined) shall have access to the.
Software and Services as implemented and.
provided to Client.  FM:Systems will use its.
commercially reasonable efforts to, and shall.
implement generally acceptable industry.
standard processes, practices and tools to,
prevent unauthorized destruction, alteration or.
loss of Client Data contained in FM:Systems’.
computer systems. The Software has an audit.
log functionality to monitor access to the.
Software, which Client will be able to access.
and configure for its use. To maintain the.
integrity of its computer systems, FM:Systems.
will install all security upgrades and patches.
with respect to its computer systems as soon.
as reasonably possible, unless otherwise.
determined in FM:Systems’ reasonable.
judgment. If FM:Systems is to be provided with.
access to Client’s computer systems, in.
connection with this Agreement, FM:Systems.
and its personnel may be required to execute a.
separate system access agreement (“Access.
Agreement”) before such access is granted,
which agreement will be deemed a part of this.
Agreement.
3.6. At all times during the Term, FM:Systems.
will provide Client with real-time access to all.
Client Data via secure access to a web portal.
operated and controlled by FM:Systems.
3.7.  Termination During Proof of Concept.
Commencing upon the Installation Date, Client.
has a period of sixty (60) days to terminate this.
Agreement and the Statement of Work No. 1 at.
any time and for any or no reason upon written.
notice to FM:Systems. If Client notifies.
FM:Systems in writing of its exercise of such.
termination right, then Client shall pay for all.
Usage Fees (set forth in Schedule 1, Section 1).
through such termination date and any unpaid.
Services fees for Services actually rendered;.
provided, however, that if Client has prepaid the.
Usage Fees, FM:Systems will promptly refund.
to Client, within thirty (30) days, the unused.
advance Usage Fees paid by Client.
3.8. FM:Systems will provide Client with.
software or other technology that enables Client.
to create, maintain, access, track and edit a list.
of all Users throughout the Term.
4. Term and Termination.
4.1. The initial term of this Agreement shall.
begin on the Effective Date and continue for.
thirty-six (36) months after the Installation Date.
(the “Initial Term”).  After the expiration of the.
Initial Term, this Agreement may be renewed.
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only by the express written agreement of the.
parties (each of which renewal period being.
“Renewal Term” and with the Initial Term, the.
“Term”).
4.2.  Either party may, upon giving thirty (30).
days written notice identifying specifically the.
basis for such notice, terminate this Agreement.
for breach of a material term or condition of this.
Agreement, provided that the breaching party.
shall not have cured such breach within the.
thirty (30) day period.  If Client terminates this.
Agreement for material breach, then.
FM:Systems will refund to Client the unused.
pro rata portion of any prepaid fees to the date.
of termination.
4.3. Either party may terminate this Agreement.
immediately in the event either party becomes.
insolvent, fails to pay, or admits in writing its.
inability to pay debts as they become due, or if.
either party applies for, consents to, or.
acquiesces in the appointment of a trustee,
receiver or other custodian for such party or for.
a substantial part of such party or makes a.
general assignment for the benefit of creditors,
or, if a trustee, receiver or other custodian is.
appointed for such party or for a substantial.
part of such party's property and is not.
discharged within sixty (60) days, or if any.
bankruptcy, reorganization, debt arrangement.
or other proceeding under any bankruptcy law,
or any dissolution or liquidation proceeding is.
commenced by, consented to, or acquiesced in.
by such party and has not been dismissed.
within sixty (60) days, or, if either party ceases.
to conduct its business in the normal course,
this Agreement may be terminated by the other.
party fifteen (15) days following delivery of.
written notice to the affected party.
4.4.  Client may terminate this Agreement as.
set forth in Section 3.7.  Following such.
Termination During Proof of Concept period,
Client may terminate this Agreement at any.
time for its convenience upon sixty (60) days’.
prior written notice to FM:Systems provided that.
in such event Client shall be obligated to pay all.
fees due and payable prior to such termination.
and FM:Systems shall not be obligated to.
refund to Client any fees paid to FM:Systems.
prior to the date of termination.
4.5.  The parties may negotiate the pricing,
including any discounts, of any licenses that.
may be acquired in addition to the Software and.
Services provided pursuant to this Agreement.
4.6. The terms provided in Sections 7, 10, 11,
and 12 of this Agreement as well as any rights.
and obligations of the parties hereunder that by.
their nature are reasonably intended to survive.
termination or expiration of this Agreement,
shall survive any termination or expiration of.
this Agreement.
4.7. Upon any termination or expiration of this.
Agreement, including any nonrenewal, Client’s.
right to access and use the Software and.
Services shall immediately terminate, and.
FM:Systems may prevent access by and Client.
User to the Software and Services.  No more.
than fifteen (15) days after termination (or upon.
Client’s written request at any time subject to.
the Client being current as to its obligations to.
FM:Systems for payment of applicable fees as.
set forth on Schedule 1 and limitations and fees.
set forth in Section 4.f of Schedule 1),
FM:Systems will provide to Client, at no charge.
to Client, any Client Data in the electronic.
format of SQL backup or XML and will delete all.
copies of Client Data from  its computer.
systems and use reasonable efforts to delete.
any references to Client from its computer.
systems, other than as such Client Data or.
references may be captured in FM:Systems’.
routine systems back-up files, which shall be.
deleted and destroyed in accordance with.
FM:Systems’ standard procedures.
FM:Systems shall, within thirty (30) days of.
termination or expiration of this Agreement,
certify in writing to Client its compliance with the.
terms of this Section.
5. Additional Client Obligations.
5.1. Client agrees to reasonably comply with.
FM:Systems’ procedures and security.
measures associated with access to the.
Software and the Site (the "FM:Systems.
Procedures"), which will be maintained by.
FM:Systems on the Site and are incorporated.
by reference in this Agreement. The.
FM:Systems Procedures may be revised by.
FM:Systems from time to time and FM:Systems.
shall promptly provide written or electronic.
notice (including RSS feed to which Client may.
subscribe) to Client of such revisions. If Client.
determines in good faith that any modification.
to the FM:Systems Procedures materially.
negatively impacts Client’s ability to access and.
use the Software and Services and Client.
desires to object to the modification, then Client.
must provide FM:Systems a written notice of.
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objection setting forth in reasonable detail the.
basis for Client’s objection within thirty (30).
days of receipt of notice of such modification.
Failure by Client to deliver such notice of.
objection within such thirty (30) day period will.
be deemed to be acceptance of the.
FM:Systems Procedures modification. If mutual.
resolution is not achieved within thirty (30) days.
from the date FM:Systems receives Client’s.
notice of objection, then the previous version of.
the FM:Systems Procedures will remain in.
effect as to the Client or, if FM:Systems is.
unable to continue to provide the previous.
version of the FM:Systems Procedures to the.
Client, then the Client may terminate this.
Agreement in accordance with Section 4.4.
5.2. FM:Systems may deny or remove access.
to any user of the Software or Site (“User”) who.
fails to abide by the FM:Systems Procedures or.
who otherwise tampers with or abuses the Site.
or the Software; provided however, that if.
FM:Systems reasonably determines that a User.
may present a risk to the security or integrity of.
the Software or Site or any Client Data or other.
data or any FM:Systems or its customers,
FM:Systems may immediately deny access to.
such User and shall promptly thereafter notify.
Client.
5.3. Upon written or electronic request by.
FM:Systems, Client shall provide FM:Systems.
with (i) reasonable access to Client’s technical.
personnel and facilities, and (ii) copies of such.
information from its databases  as Client.
determines in good faith is reasonably.
necessary for FM:Systems to perform its.
obligations under this Agreement (including but.
not limited to the establishment of necessary.
access to Client‘s databases) and  in such.
event the terms and conditions of such access.
shall be set forth in the Access Agreement and.
all Client information acquired pursuant to such.
access shall be Client Confidential Information.
6. Fees and Expenses.
6.1. Client will pay FM:Systems the undisputed.
fees and pre-approved expenses as set forth.
on the applicable Schedule or Statement of.
Work.  Client will pay FM:Systems all.
undisputed fees for the FM:Systems Software.
and Services provided under this Agreement.
within forty-five (45) days of receipt by Client of.
an invoice. If Client reasonably disputes any.
fees, it shall pay all undisputed fees and notify.
FM:Systems in writing of any disputed fees,
with reasons for the dispute, within such forty-
five days. (i) After FM:Systems has provided to.
the Client a detailed sales quote for its.
FM:Systems Software and Services’ costs and.
any discounts, Client will provide a purchase.
order to FM:Systems for the FM:Systems.
Software and Services at the costs, including.
any discounts, to which the parties have.
agreed. Once the FM:Systems Software and.
Services have been or are being delivered,
FM:Systems will invoice Client with the same.
line item detail (including discounts) as.
contained in the purchase order including the.
purchase order number. If the invoice is.
inconsistent with the purchase order or the.
purchase order number has been omitted or is.
incorrect, the invoice shall be rejected by Client.
for re-submission by FM:Systems which.
resubmission shall restart the calculation of the.
time within which payment by Client of.
undisputed invoices are due. (ii) If FM:Systems.
does not invoice Client for any fees or related.
expenses within one hundred and eighty (180).
days after the date of the original invoice on.
which the same should have appeared,
FM:Systems shall be deemed to have waived.
the right to be paid for such fees and expenses,
and. FM:Systems may not subsequently submit.
to Client any invoices for such fees and.
expenses. All invoices shall be sent to Client at.
the following email address: BXii-Finance-
Invoices@Blackstone.com. In the event Client’s.
account is more than fifteen (15) days overdue.
on payment for any reason, FM:Systems shall.
provide written notice to Client and Client shall.
have thirty (30) days from receipt of such notice.
to cure the overdue condition of its account. In.
the event Client fails to cure the overdue.
condition of its account within thirty (30) days.
after receipt of such latter notice from.
FM:Systems, then FM:Systems shall have the.
right, in addition to its remedies under this.
Agreement or pursuant to applicable law, to.
suspend access to and use of the FM:Systems.
Software and Services without further notice to.
Client, until Client has paid in full the balance.
owed, or terminate the Agreement. The Usage.
Fees shall not increase more than three (3%).
percent in any given twelve (12) month period.
6.2. Client also agrees to reimburse.
FM:Systems for any reasonable out-of-pocket and.
direct expenses, including but not limited to travel,
lodging, meals, postage, freight, and printing that.
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have been pre-approved in writing by Client and for.
which adequate back-up documentation are.
provided.
6.3.  Client will be responsible solely for sales,
use, excise, value-added, services, consumption.
and other similar taxes that are assessed and.
lawfully imposed on the Services or fees (and for.
which no exemption is available). FM:Systems shall.
be responsible for and pay all taxes that are based.
on or measured by FM:Systems’ gross or net.
income or gross or net receipts (including any.
capital gains or minimum taxes) or capital, doing.
business, excess profits, net worth, franchise.
taxes, property taxes, and withholding and.
personnel-related taxes.
7. Confidentiality.
By virtue of this Agreement, either party may have.
access to the other party’s Confidential Information.
“Confidential Information” means non-public.
information clearly identified as proprietary or.
confidential, or which given its nature and the.
circumstances surrounding its disclosure should.
reasonably be construed to be confidential.
including, without limitation, information concerning.
business methods, business plans, client and.
vendor information, Client Data, methodologies,
internal policies and procedures, pricing terms,
code, inventions, analyses, any business,
technical, and financial information, documentation,
data, specifications, audit reports, auditor opinion.
letters, user identification and passwords, and any.
third party software or systems and related.
information maintained by Client which.
FM:Systems may require in order to provide access.
and/or render Services hereunder. Confidential.
Information of FM:Systems includes, but is not.
limited to, the terms of this Agreement; the.
Software, as well as the structure, organization,
design, algorithms, methods, templates, data.
models, data structures, flow charts, logic flow, and.
screen displays associated with such Software; the.
documentation thereto; and FM:Systems’ pricing,
sales and training materials and procedures and all.
reports, results, notices and other information that.
may be provided by FM:Systems to Client pursuant.
to Sections 2.7, 3.4, 3.5 or 13.10   Each party.
agrees: (i) to hold the other party’s Confidential.
Information in confidence during the term of this.
Agreement and thereafter; (ii) not to use or.
duplicate the Confidential Information of the other.
party for any purpose other than to perform its.
obligations or exercise its rights hereunder; (iii) not.
to disclose the other party’s Confidential.
Information, or otherwise make the other party’s.
Confidential Information available in any form to.
any third party. Each party may disclose.
Confidential Information to its employees, directors,
officers, agents or consultants who have a need to.
know the Confidential Information for the purposes.
hereunder and who are contractually or otherwise.
legally bound to hold and use the Confidential.
Information with the requirements herein, and each.
party agrees to take all reasonable steps to ensure.
that Confidential Information is not disclosed or.
distributed by its current or former employees,
directors, officers, agents or consultants in violation.
of the terms of this Agreement and each party shall.
remain liable for the acts or omissions of such of its.
employees, directors, officers, agents or.
consultants. The receiving party shall notify and.
reasonably cooperate with the disclosing party.
immediately upon discovery of any unauthorized.
use or disclosure of Confidential Information of the.
disclosing party. Nothing in this Agreement is.
intended to grant any intellectual property or other.
rights to the receiving party in the Confidential.
Information of the disclosing party which shall.
retain all right, title and interest in and to such.
Confidential Information. Confidential Information.
shall remain confidential until such time it becomes.
publicly known and made generally available.
through no breach of the terms of this Section 7 by.
the receiving party. Upon written request, the.
receiving party will return to the disclosing party, or.
destroy, any and all of the disclosing party’s.
Confidential Information in the receiving party's.
possession or control and, if destroyed, provide the.
disclosing party with written confirmation of such.
destruction, provided that the receiving party may.
retain one (1) copy of the Confidential Information it.
deems necessary to comply with any obligations.
under all applicable law and any Confidential.
Information it believes cannot reasonably be.
destroyed (such as oral communications reflecting.
Confidential Information, firm electronic mail back-
up records, back-up server tapes and any similar.
such automated record-keeping or other retention.
systems), which shall remain subject to the.
confidentiality terms of this Agreement. Confidential.
Information does not include information that: (a) is.
or becomes publicly available through breach of.
this Section 7 by the receiving party; (b) the.
disclosing party has disclosed to third parties.
without restriction on disclosure prior to the.
execution of this Agreement or discloses to third.
parties without restriction after the execution of this.
Agreement; (c) is independently developed by the.
receiving party who had no access to such.
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information; (d) is rightfully known to the receiving.
party without nondisclosure obligations before it.
received such information; or (e) is rightfully.
obtained by the receiving party from a third party.
without, to the receiving party’s knowledge, an.
obligation of confidentiality. The receiving party.
may disclose Confidential Information to the extent.
(x) approved in writing by the disclosing party, or.
(y) required or requested under law or regulation.
pursuant to a written request, subpoena, court.
order or other similar process or governmental.
requirement or request, including applicable.
securities laws; provided, however, that prior to any.
such disclosure, the receiving party shall (to the.
extent permitted by applicable law) give the.
disclosing party reasonable advance notice of any.
such disclosure and reasonably cooperate, at the.
disclosing party’s expense, with the disclosing party.
in protecting against any such disclosure and/or.
obtaining a  protective order. In the event that the.
parties are not successful in obtaining a protective.
order and the receiving party is, in the opinion of its.
counsel, compelled to disclose the Confidential.
Information, the receiving party may disclose such.
information solely in accordance with and for the.
limited purpose of compliance with the court order.
or governmental requirement or request without.
liability hereunder. Each party acknowledges and.
agrees that any violation of this Section 7 or of the.
intellectual property rights of either party, may.
cause the disclosing party irreparable injury for.
which such party would have no adequate remedy.
at law, and that the such party shall be entitled to.
seek preliminary and other injunctive relief against.
the other party for any such violation. Such.
injunctive relief shall be in addition to, and in no.
way in limitation of, all other remedies or rights that.
a party shall have at law or in equity.
8. Personnel.
8.1. Within fifteen (15) business days after the.
Effective Date, each party will provide written.
notice to the other party setting forth the.
designated "Project Manager" for such party.
Each Project Manager will be the primary point.
of contact for this Agreement, and will respond.
promptly when contacted by the other Project.
Manager regarding this Agreement. Each party.
shall notify the other in writing of any.
replacement of its Project Manager.
8.2. The parties are and intend to be.
independent contractors with respect to the.
Services contemplated hereunder. FM:Systems.
agrees that neither it, nor its employees nor its.
contractors shall be considered as having an.
employee status with Client. No form of joint.
employer, joint venture, partnership, or similar.
relationship between the parties is intended or.
hereby created.  FM:Systems agrees that is.
shall not engage a third party contractor to.
perform Services in which such contractor.
would directly engage with Client personnel at.
Client’s facilities without Client’s express prior.
written consent; provided however that this.
shall not prohibit FM:Systems from engaging.
contractors to work onsite at FM:Systems.
facilities or otherwise under the supervision of.
FM:Systems employees.  Notwithstanding the.
foregoing, FM:Systems will not engage any.
contractor to perform Services onsite at Client.
facilities without Client’s express, prior written.
consent which shall not be unreasonably.
withheld or delayed.
8.3 In the event that any person performing.
Services directly to Client hereunder is found to.
be unacceptable to Client for any reason, Client.
shall have the right to notify FM:Systems of.
such fact (without waiving any other rights or.
remedies it may have hereunder) and.
FM:Systems shall promptly remove said person.
from performing Services to Client hereunder.
and, if requested by Client, provide a qualified.
replacement. In the event that any anticipated.
or actual delays in meeting Client's deadlines or.
scheduled completion dates for Services.
performed hereunder are caused by the.
unacceptable performance of any personnel,
FM:Systems shall provide additional temporary.
personnel, as requested by Client and at no.
charge to Client, in order to complete the.
assignment involved in a timely manner.
9. Support.  Following the Installation Date, and.
thereafter during the term of this Agreement,
FM:Systems will provide support and.
maintenance services in accordance with.
Exhibit A, attached hereto and incorporated by.
reference.
10. Warranty.
10.1. FM:Systems represents and warrants that.
(i) it will provide all Software and perform all.
Services in a professional and workmanlike.
manner consistent with industry standards and.
practices and will endeavor to minimize errors.
and disruptions during the term of this.
Agreement, (ii) the personnel, if any, assigned.
by it will possess the skill and experience.
reasonably necessary to perform the Services;.
- 8 -
FM:Systems shall cause its personnel working.
at Client's facilities to honor all reasonable.
demands made by Client's Physical Security.
department. FM:Systems shall comply, and.
shall cause its personnel to comply, with all.
Client rules and regulations regarding hours of.
work, access, conduct, and otherwise.
applicable rules and regulations in effect at.
Client’s premises. Client reserves the right, at.
its sole discretion, to temporarily or.
permanently refuse entrance to Client’s.
premises to any of FM:Systems' personnel;.
provided, that FM:Systems shall not be.
responsible or liable for any delay in.
performance of any Services to the extent.
caused by such actions, unless such actions.
are the result of FM:Systems actions or breach.
of this Agreement. FM:Systems shall not assign.
any individual with a "criminal record" to provide.
services to Client and/or access Client’s.
Confidential Information or client information.
As used herein, "criminal record" means that.
the individual has been, in the prior 10 years,
convicted of a felony or any misdemeanor.
involving, in any way, theft, fraud, bribery or the.
violation of any securities law. FM:Systems.
shall be solely responsible for conducting all.
background checks necessary to comply with.
the foregoing, (iii) the Software and Services.
shall conform in all material respects to the.
Documentation, (iv) the functionality of the.
Software and Services will not be materially.
decreased during the term, (v) the Software.
and Services do not and will not contain any.
harmful computer code, viruses, worms, open.
source code, time-bombs, disabling features,
tracking devices, trap doors, or code that will.
enable unauthorized access to the Client’s.
systems code, files, scripts, agents or programs.
intended to do harm, including without limitation.
Trojan horses, malware, vulnerabilities,
advanced persistent threats, exploits, code.
injections and targeted attacks, (vi) except as.
otherwise stated herein, it owns or has.
sufficient licenses to all rights, title, and interest.
in and to, and sole and exclusive ownership of.
or sufficient licenses to  the Software and.
Services and  Documentation and the Software.
and Services and Documents do not and will.
not infringe any third party’s rights and (vii) it.
will comply with all applicable laws, regulations,
and ordinances applicable to its performance.
under this Agreement. If at any time.
FM:Systems breaches the warranties set forth.
in this Section, then Client shall promptly notify.
FM:Systems of such breach and FM:Systems.
shall use all commercially reasonable efforts to.
correct such breach within thirty (30) days of.
such notification. If such breach is not corrected.
then FM:Systems shall refund to Client any.
prepaid fees for the Software or Services made.
hereunder and either party may, in addition to.
any other remedies available to it in law or in.
equity terminate this Agreement.  Each party.
hereby represents and warrants to the other.
that: (1) it is an entity duly organized, validly.
existing and in good standing under the laws of.
the jurisdiction of its organization; (2) it has all.
requisite power and authority to execute and.
deliver the Agreement and to perform its.
obligations under the Agreement; (3) the.
execution and delivery of the Agreement will.
not conflict with or violate any other agreement.
to which such party is a party; and (4) it is not a.
party identified on any governmental export.
exclusion lists..
10.2. FM:Systems does not warrant that the.
Software will operate uninterruptedly or error-
free.  Client is solely responsible for the.
accuracy and adequacy of the Client Data. To.
the extent that data is being transmitted over.
the internet hereunder, Client acknowledges.
that FM:Systems has no control over the.
functioning of the internet and FM:Systems.
makes no representations or warranties of any.
kind regarding the performance of the internet.
The successful operation of the Software is.
dependent, in part, on Client's use of proper.
procedures and systems and input of correct.
data.
10.3. Client shall be solely responsible for all.
decisions made by it when using the Software.
10.4. EXCEPT AS EXPRESSLY SET FORTH.
IN THIS AGREEMENT, FM:SYSTEMS MAKES.
NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY.
IMPLIED WARRANTIES OF.
MERCHANTABILITY OR FITNESS FOR A.
PARTICULAR PURPOSE OR ANY.
WARRANTIES ARISING AS A RESULT OF.
CUSTOMARY USAGE IN THE TRADE OR BY.
COURSE OF DEALING.
11. Liability.
11.1.  EXCEPT FOR EITHER PARTY’S.
BREACH OF ITS CONFIDENTIALITY AND IN.
SATISFACTION OF ITS INDEMNIFICATION.
OBLIGATIONS, ITS GROSS NEGLIGENCE.
WILLFUL MISCONDUCT OR FRAUD, AND.
- 9 -
ANY PROPERTY DAMAGE, PHYSICAL.
INJURY AND DEATH AND, AS TO.
FM:SYSTEMS, NOTIFICATION RELATED.
COSTS (AS HEREINAFTER DEFINED),
ARISING THEREFROM, IN NO EVENT SHALL.
EITHER PARTY’S TOTAL LIABILITY FOR.
DIRECT DAMAGES ARISING UNDER THIS.
AGREEMENT EXCEED THE GREATER OF (I).
THREE TIMES THE AMOUNTS PAID OR.
PAYABLE TO FM:SYSTEMS OVER THE.
PRIOR TWELVE MONTH PERIOD.
IMMEDIATELY PRECEEDING THE.
OCCURANCE OF THE EVENT THAT IS THE.
BASIS FOR THE CLAIM (OR IF SUCH EVENT.
OCCURS IN THE FIRST TWELVE MONTHS.
OF THE AGREEMENT TERM, THE AMOUNT.
ESTIMATED TO BE PAID IN THE FIRST.
TWELVE MONTHS OF THE TERM) AND (II).
THREE HUNDRED THOUSAND DOLLARS.
($300,000).
11.2.  EXCEPT FOR EITHER PARTY’S.
BREACH OF ITS CONFIDENTIALITY AND IN.
SATISFACTION OF ITS INDEMNIFICATION.
OBLIGATIONS, ITS GROSS NEGLIGENCE,
WILLFUL MISCONDUCT AND FRAUD, AND.
ANY PROPERTY DAMAGE, PHYSICAL.
INJURY AND DEATH AND, AS TO.
FM:SYSTEMS, NOTIFICATION RELATED.
COSTS, ARISING THEREFORM, NEITHER.
PARTY SHALL BE LIABLE FOR INDIRECT,
SPECIAL, INCIDENTAL, OR.
CONSEQUENTIAL DAMAGES, INCLUDING.
WITHOUT LIMITATION LOST PROFITS,
LOST REVENUE OR LOSSES  RESULTING.
FROM BUSINESS DISRUPTION, TRADING.
OR EXECUTION LOSSES, COMPLIANCE.
FAILURES OR DAMAGE TO SYSTEMS OR.
DATA (INCLUDING THE COST OF.
RECOVERING SUCH SYSTEMS OR DATA),
WHETHER IN AN ACTION FOR CONTRACT.
OR TORT, STATUTORY OR OTHERWISE,
EVEN IF SUCH PARTY  HAS BEEN ADVISED.
OF THE POSSIBILITY OF SUCH DAMAGES.
12. Indemnification.
12.1. FM:Systems agrees to indemnify, defend,
pay and hold harmless on an ongoing basis,
Client and its Affiliates (as herein defined) and.
its or their respective officers, directors,
employees, and agents (together with the.
Client, collectively “Client Indemnified Persons”).
from and against all claims, damages, losses,
liabilities and expenses (including, but not.
limited to, any judgement, arbitration award or.
court approved settlement and reasonable.
attorneys’ fees) arising out of any claim by a.
third party (i) that the Software, Services or.
Documentation used by Client in accordance.
with this Agreement infringes a copyright or.
patent or misappropriates a trade secret right of.
the third party (including but not limited to the.
violation of any open source license agreement.
or otherwise corresponding to any open source.
code contained in any FM:Systems’ Software).
(an “Infringement Claim”), (ii) arising from the.
gross negligence (including breach of.
confidentiality obligations), willful misconduct or.
fraud of FM:Systems and/or its contractors,
employees, or agents in the performance of.
their duties under this Agreement, (iii) based.
upon any failure by FM:Systems or its.
employees, agents, contractors to comply with.
applicable law and regulations in the.
performance of their duties under this.
Agreement and (iv) based solely upon a breach.
of any provision of this Agreement by.
FM:Systems and Client’s good faith efforts to.
mitigate any damages arising from such.
breach; provided, however, that FM:Systems.
shall not settle any claim without the Client’s.
prior written consent, which will not be.
unreasonably withheld, conditioned or delayed.
and it has obtained an unconditional release of.
the applicable Client Indemnified Persons. This.
obligation is subject to Client: (x) notifying.
FM:Systems promptly in writing of the claim.
(provided that the failure to give prompt notice.
shall not relieve FM:Systems of its obligations.
pursuant to this Section except and only to the.
extent that FM:Systems' ability to defend such.
claim against Client is materially prejudiced as.
a result of such failure); (y) giving FM:Systems.
the exclusive control of the defense and.
settlement thereof; and (z) providing.
reasonable assistance at FM:Systems’ expense.
necessary to enable FM:Systems to perform.
FM:Systems’ obligations hereunder. Client may.
retain its own counsel, at its own expense,
subject to FM:Systems’ rights herein.
Notwithstanding any provision of this.
Agreement, either party may seek equitable.
relief in addition to any other remedies available.
to it. “Affiliate” means, with respect to.
FM:Systems, any person or entity that controls,
is controlled by, or is under common control.
with such party, and, as to Client, where.
“control” means ownership of twenty percent.
- 10 -
(20%) or more of the outstanding voting.
securities (but only as long as such person or.
entity meets these requirements).
12.2. If an Infringement Claim is made or, in.
FM:Systems’ opinion, is likely to be made,
FM:Systems, at its option, may modify the.
Software, obtain rights for the Client to continue.
using the Software, or terminate the agreement.
for the Software product at issue; none of which.
actions shall relieve FM:Systems of its.
indemnification obligations herein.
12.3. Client shall own or otherwise obtain all.
required permissions from third parties, if any,
for Client’s use of, and FM:Systems’ access to.
for integration and support purposes, all.
materials, information, content, or software that.
are integrated with or used in connection with.
the Software and that are supplied by Client or.
at Client’s request (collectively, “Materials”).
Client agrees to indemnify and hold harmless.
FM:Systems and its officers, directors,
shareholders and employees against any and.
all claims, demands, damages, costs,
expenses, losses, and liabilities (including but.
not limited to reasonable attorneys’ fees).
arising out of or resulting from Client’s mis-use.
of or FM:Systems’ access to any such.
Materials.
13. Miscellaneous.
13.1. Client acknowledges that FM:Systems and.
its licensors may from time to time analyze data.
from Client’s database maintained in the.
Software solely for purposes of statistical.
analysis on an anonymized basis, with the.
express understanding that FM:Systems will not.
use such data for any purpose other than the.
maintenance, support and product.
development.
13.2. Neither party shall be responsible for any.
failure to perform or delay in performing any of.
its obligations under this Agreement (other than.
a failure to comply with payment obligations).
where and to the extent that such failure or.
delay results from an unforeseeable event.
beyond a party’s reasonable control, including.
but not limited to, acts of war; acts of nature;.
earthquake; flood; embargo; riot; sabotage;.
changes in government codes, ordinances,
laws, rules, regulations or restrictions; failure of.
the internet; terrorist acts; failure of data,
products or services controlled by any third.
party, including communications or network.
services; utility power failure; material.
shortages or unavailability or other delay in.
delivery not resulting from the responsible.
party’s failure to timely place orders therefor, or.
lack of or delay in transportation (each a “Force.
Majeure Event”) specifically excluding a party’s.
labor or labor related issues or events. In the.
event of a Force Majeure Event precluding.
FM:Systems from providing Software and.
Services under this Agreement for a period in.
excess of five (5) days, then Client shall have.
the right to suspend payment for such Software.
and Services (retroactively to the first day that.
FM:Systems was unable to provide such.
Software and Services due to such Force.
Majeure Event) until FM:Systems is able to.
resume providing such Software and Services.
13.3. This Agreement, including all Schedules.
and Exhibits, constitutes the entire.
understanding of the parties with respect to its.
subject matter, and supersedes all prior or.
contemporaneous written and oral agreements.
with respect to its subject matter.  Except as.
provided expressly herein, this Agreement shall.
not be modified, amended, or in any way.
altered except by a written document executed.
by both of the parties.  No waiver of any.
provision of this Agreement, or of any rights or.
obligations of any party hereunder, will be.
effective unless in writing and signed by the.
party waiving compliance.  Unless otherwise.
specified herein, the rights and remedies of the.
parties set forth in this Agreement are not.
exclusive and are in addition to any other rights.
and remedies available to the parties at law or.
in equity. The invalidity or illegality of any.
provision of the Agreement shall not affect the.
validity of any other provision. The parties.
intend for the remaining unaffected provisions.
to remain in full force and effect.
13.4. Headings used in this Agreement are for.
convenience of reference only and shall not be.
deemed a part of this Agreement.
13.5. Other than as set forth below,
FM:Systems may not assign or transfer this.
Agreement in whole or in part by operation of.
law or otherwise, without Client’s prior written.
consent which consent shall not be withheld or.
delayed unreasonably. Any attempt to transfer.
or assign this Agreement without such written.
consent will be null and void. Client may assign.
this Agreement in whole or in part or any of its.
rights, licenses, duties or obligations, upon.
written notice to FM:Systems and without.
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FM:Systems’ consent, to any Client affiliate, in.
connection with Client’s reorganization, change.
of control, or divestiture of a business unit,
division or line of business. Either party may.
assign this Agreement without consent of the.
other party to the acquiring or surviving entity in.
a merger or acquisition in which such party is.
the acquired entity (whether by merger,
reorganization, acquisition or sale of stock) or.
to the purchaser of all or substantially all of.
such party’s assets.
13.6. This Agreement shall be governed by and.
construed in accordance with the laws of the.
state of New York without regard to any conflict.
of law provisions. The parties hereby.
irrevocably agree that the sole and exclusive.
jurisdiction and venue for any litigation arising.
or related to this Agreement or the subject.
matter hereof shall be brought and tried in the.
federal and state courts located in New York.
County, New York State. The parties agree that.
the United Nations Convention on Contracts for.
the International Sale of Goods will not apply.
13.7. Each party must deliver all notices under.
this Agreement in writing to the other party by.
certified or registered mail (postage prepaid.
and return receipt requested), or by a.
nationally-recognized overnight carrier and, in.
the case of notice to Client, to Mr. John Finley,
Chief Legal Officer with a copy to Mr. William.
Murphy, Chief Technology Officer at 345 Park.
Avenue, New York, New York 10154 and to.
FM:Services to the address as provided above.
Notice will be effective upon receipt. Either.
party may, by like notice, specify or change an.
address to which notices and communications.
shall thereafter be sent.
13.8 FM:Systems shall not use Client’s name,
and any  name of its affiliates, for advertising,
trade or other commercial purposes without.
Client’s prior written consent. FM:Systems and.
its contractors, employees and agents shall not.
hold themselves out as an employee, affiliate or.
subsidiary of Client. Any materials provided to.
FM:Systems by Client or in connection with.
FM:Systems' performance hereunder, bearing.
any of Client names, logos, styles or.
trademarks may be used by FM:Systems only.
as necessary to perform its obligations under.
this Agreement. Neither party shall , directly or.
indirectly, through any agent or affiliate, make.
any disparaging comments or criticisms.
(whether of a professional or personal nature).
to any individual or other third party (including.
without limitation any present or former.
member, partner or employee of sthe other.
party) or entity regarding the other party (or the.
terms of any agreement or arrangement of.
such other party) or any of their respective.
affiliates, members, partners or employees, or.
regarding such party’s relationship with the.
other party or the termination of such.
relationship which, in each case, are.
reasonably expected to result in damage to the.
business or reputation of such other party or.
any of its affiliates, members, partners or.
employees. Each party further understands and.
agrees that any violation or threatened violation.
of this Section would materially and irreparably.
injure the other party and its business in a.
manner inadequately compensable in.
damages, and that therefore the other party.
may seek injunctive relief against the breach or.
threatened breach of such party’s obligations.
herein in addition to any other legal remedies.
that may be available.
13.9. Notwithstanding any provision to the.
contrary in this Agreement, all rights and.
benefits granted hereunder to Client shall.
extend to and may be accessed by any and all.
of Client's affiliates provided that the use is in.
accordance with this Agreement. FM:Systems.
shall not have the right to make a claim against.
or seek to hold any Client affiliates liable for any.
claims or damages under this Agreement.
Client shall remain liable for the activities of any.
of its affiliates.
13.10. “Personal Information” shall mean any.
information that any of FM:Systems personnel.
collects, receives or obtains, from or on behalf.
of Client or any of its Users that does or can.
identify a specific individual or by or from which.
a specific individual may be identified,
contacted or located, such as the individual's.
name, address, social security number, etc.,
and any other information relating to an.
identified or identifiable individual. In the event.
that FM:Systems receives or has access to any.
Personal Information pursuant to this.
Agreement, FM:Systems will implement and.
maintain a written information security program.
that includes appropriate administrative,
technical, and physical safeguards and other.
security measures designed to: (A) ensure the.
security and confidentiality of such Personal.
Information; (B) protect against any anticipated.
or reasonably likely threats or hazards to the.
- 12 -
security or integrity of such Personal.
Information; (C) protect against any.
unauthorized access to or use, disclosure,
processing or acquisition of such Personal.
Information (hereinafter, an “Information.
Security Incident”); and (D) ensure the proper.
disposal of Personal Information. FM:Systems.
shall notify Client in writing of any Information.
Security Incident of which FM:Systems.
becomes aware within 48 hours. Such notice.
shall summarize, to the extent possible, in.
reasonable detail the effect on Client Data of.
the Information Security Incident and the.
corrective action taken or to be taken by.
FM:Systems. FM:Systems shall promptly take.
all reasonably necessary and advisable.
corrective actions, to prevent, mitigate or rectify.
such Information Security Incident. FM:Systems.
shall (i) investigate such Information Security.
Incident and perform a root cause analysis.
thereon; (ii) remediate the effects of such.
Information Security Incident; and (iii) provide.
Client with such assurances as Client shall.
reasonably request that such Information.
Security Incident is not likely to recur. The.
content of any filings, communications, notices,
press releases or reports related to any.
Information Security Incident that identify Client.
must be approved by Client prior to any.
publication or communication thereof, which.
shall not be delayed or unreasonably withheld,
provided, however, that FM:Systems shall have.
the right to make any legally required.
notifications. Upon the occurrence of an.
Information Security Incident involving Personal.
Information in the possession, custody or.
control of FM:Systems, FM:Systems shall.
reimburse Client for all Notification Related.
Costs incurred by Client arising out of any such.
Information Security Incident. “Notification.
Related Costs” mean Client’s actual, out-of-
pocket expenses for preparation and mailing or.
other transmission of legally required.
notifications and communications (b).
establishment of a call center or other.
communications procedures in response to.
such Information Security Incident (e.g.,
company service FAQs, talking points and.
training) if required by applicable law; and (c).
costs for commercially reasonable credit.
monitoring, identity protection and similar.
services that are required by applicable law.
13.11 Insurance.
(a) During the term of this Agreement,
FM:Systems shall maintain insurance in the.
minimum amounts as follows:
(i) Worker’s Compensation Insurance:
• Statutory Workers Compensation in.
accordance with all state and local requirements of.
the state(s) in which work is to be performed;.
(ii)   Employers Liability insurance with.
minimum occurrence limits as follows:
• Bodily injury by accident $1,000,000 each.
accident,
• Bodily injury by disease $1,000,000 policy.
limit, and.
• Bodily injury by disease $1,000,000 each.
employee;.
 (iii) Commercial General Liability.
Insurance, written on an occurrence basis,
including bodily injury, property damage, personal.
injury, advertising injury, products and completed.
operations, and contractual liability, in an amount.
not less than:
• Each Occurrence Limit $1,000,000,
• Products/Completed Operations Aggregate.
Limit $1,000,000,
• Advertising Injury and Personal Injury Limit.
$1,000,000, and.
• General Aggregate $2,000,000;.
(iv) Property Insurance covering the full.
replacement value of any and all property of Client.
which may be in the FM:Systems’ care, custody.
and/or control during the term of this Agreement.
Client shall be named as a Loss Payee as its.
interests may appear on the Property Insurance.
Policy;.
(v) Reserved.
(vi) Commercial Automobile Insurance.
(owned, non-owned or hired) in a combined single.
limit of $1,000,000 per accident for bodily injury.
and property damage liability;.
(vii) Umbrella or Excess Liability.
Insurance of not less than $5,000,000 general.
aggregate;.
(viii) Professional Liability or Errors &.
Omissions Insurance in the amount of $5,000,000.
per claim and $5,000,000 in the aggregate; (If.
coverage is written on a claims–made basis, the.
coverage must be maintained for a period of three.
years post completion of contract or purchase of.
- 13 -
run-off or tail coverage.)
(ix) Commercial Crime insurance in the.
amount of $2,000,000 including coverage for theft.
or loss of money, securities or other property (1).
owned by Client (2) held by FM:Systems in any.
capacity or (3) for which FM:Systems is legally.
liable, as a result of any dishonest or fraudulent.
act(s) committed by an employee of FM:Systems.
Client shall be named Loss Payee as its interests.
may appear in the Commercial Crime Insurance.
Policy.
(b) All insurance policies provided and.
maintained by FM:Systems shall be underwritten.
by insurers that are rated “A-VII” or higher.
FM:Systems shall be responsible for any self-
insured retentions, deductibles or self-insurance.
associated with the coverages described in this.
Section.
(c) FM:Systems’ coverage shall be primary and.
non-contributory to the fullest extent afforded by.
the policies and applicable law.
(d) The Commercial General Liability.
Insurance, Commercial Automobile Insurance,
Employer’s Liability Insurance, Cyberinsurance and.
Umbrella or Excess Liability Insurance shall include.
a waiver of the insurers’ subrogation rights and.
coverage and shall name Client as an Additional.
Insured.
(e)  Certificates of Insurance and.
evidence of the foregoing endorsements shall be.
provided to Client upon request. Such Certificates.
shall provide that the insurer will give thirty (30).
days’ written notice to Client prior to cancellation of.
any policy or endorsement.
13.12 FM:Systems will comply with Client’s.
vendor onboarding process and any ongoing.
confirmation processes.
IN WITNESS WHEREOF, each of the parties.
has executed this Agreement as of the Effective.
Date.
FM:Systems.
By:
Name: Kurt von Koch.
Title: President.
Date:
Blackstone Administrative Services.
Partnership L.P.
By: Blackstone Holdings I – Sub GP L.L.C.
its general partner.
By:
Name: William Murphy.
Title: Chief Technology Officer.
Date:
9/29/2017.
9/29/2017.
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EXHIBIT A.
SOFTWARE SUPPORT AND MAINTENANCE SERVICES.
1.  FM:Systems will provide, at no additional cost to Client, support for the Software (e.g., features of the.
Software not working, general questions on use) via telephone, e-mail, fax, and web Monday through Friday.
(excluding FM:Systems business holidays which currently are: New Year’s Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving, Friday After Thanksgiving, Christmas Day) during.
9:00 a.m. – 8:00 p.m. Eastern Time (“Normal Business Hours”).  Consistent with the terms of Exhibit B.
Hosting Service Level Agreement, FM:Systems will use commercially reasonable efforts to communicate a.
qualified response or status within two business days for any unresolved problems  and FM:Systems’.
assistance will consist only of providing general advice on the installation, operation and use of the Software.
and assistance with suspected problems with the Software.
A separate Infrastructure Support telephone number for reporting of IT infrastructure problems (e.g., system-
wide failure) will also be available twenty-four (24) hours per day.  Calls to the Infrastructure Support telephone.
number made outside of Normal Business Hours will be forwarded to FM:Systems’ answering service  and an.
on-call engineer will be paged. Use of Infrastructure Support is limited to Severity One and Severity Two.
problems only, as defined in Exhibit B.
2. For all reported problems, FM:Systems will work to determine the source of the problem.  FM:Systems will.
attempt to correct all documented problems reported to FM:Systems by Client that FM:Systems is able to.
recreate at FM:Systems’ facility, and will deliver any corrections to Client (“Error Corrections”). FM:Systems.
may identify errors as arising from non-FM:Systems hardware or software, or from unauthorized modifications.
to the Licensed Product.  In such a case, FM:Systems reserves the right to charge Client for correcting such.
errors at its then-current rates for such services.
3. From time to time, FM:Systems will provide Client with all updates designated as a change to the version.
number to the right of the decimal point, e.g., 6.1 to 6.2, and including minor functional enhancements and.
error corrections (“Updates”) and upgrades to Software designated as a change to the version number to the.
left of the decimal point, e.g., 6.1 to 7.0, and including major functional enhancements (“Upgrades”) that.
FM:Systems generally makes available for no additional charge to Clients paying for maintenance.  Upon.
Update or Upgrade FM:Systems will support the prior version for two (2) years and will have no responsibility to.
provide Maintenance Services for any older versions of the Software .  Upgrades and Updates do not include.
new modules or products, which port existing Software to new hardware or software platforms, which provide.
significant new functionality on new hardware or software platforms, or which apply to third-party products.
4. Client will be entitled to access the FM:Systems User Forum, an online community of users and peers.
5. During the annual term, Client will receive four (4) training credits which may be used for training classes.
through FM:Systems’ Distance Learning Lab or as credit for two (2) days of training held in conjunction to.
FM:Systems’ annual user conference.  Credits do not carry over from year to year.  Please visit.
www.fmsystems.com for class schedules, itineraries and registration.
6. Notwithstanding anything to the contrary in these Maintenance terms, FM:Systems shall have no.
responsibility to provide any technical support or assistance, nor any Updates or Upgrades, to any third-party.
software not supplied by FM:Systems.  It shall be Client’s obligation to obtain maintenance and support directly.
from the manufacturer of such software.
7. FM:Systems will not be obligated to provide any services in addition to those set forth in these Maintenance.
Services terms ("Additional Services").  Unless otherwise agreed, Client shall pay FM:Systems at FM:Systems’.
then-current hourly rates for Additional Services provided.  Additional Services include, but are not limited to,
the following:  (i) detailed advice or support regarding the use and operation of the Software; (ii) on-site service.
of any kind; (iii) installation, data conversion, system integration or consulting services; (iv) service or.
HLG:193790 Page 15 of 25   Confidential.
maintenance of third-party software, operating software, hardware, or other equipment; (v) services caused by.
Client's fault, misuse, negligence or failure to perform Client's responsibilities,; (vi) services caused by a.
malfunction of or problem with any product or goods other than those licensed by FM:Systems; and (vii).
services caused by the use by Client of any version of the Software other than the current or immediately prior.
version.
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EXHIBIT B.
HOSTING SERVICE LEVEL AGREEMENT.
1.  Introduction.
The hosting services will be available twenty-four hours per day, seven days per week except for periodic system.
maintenance.  However, the Service Levels for Software Availability shall be measured only during the following hours:
Monday – Friday:  6:00 am - 12:00 midnight Eastern Time.
Saturday – Sunday:  9:00 am - 10:00 pm Eastern Time.
From time to time FM:Systems will be required to do scheduled maintenance.  An example of scheduled maintenance.
would be to perform database maintenance or implement a Software upgrade. Except for emergency maintenance events,
FM:Systems will: (a) schedule maintenance to be performed outside of regular business hours, and (b) give Client prior.
notice of any scheduled maintenance as specified in the FM:Systems Change Management Service Levels and.
Procedures Document.
1. Severity Levels.
Operational problems will be identified with a Severity Level, using FM:Systems’ best judgment and input from the.
Client.
 “Severity One” means a system-wide failure. The service or software, in a supported configuration, has.
complete loss of service or resources for which no workaround exists and the Client’s work cannot.
reasonably continue. Service cannot reasonably continue until the system is restored, delivery is totally.
stopped.
 “Severity Two” means a semi system-wide failure. The Service or Software, in a supported configuration, is.
causing significant or degraded loss of Client’s service or resources.  The Client’s service is seriously.
impacted but delivery has not totally stopped.
 “Severity Three” means the Service or Software, in a supported configuration, has minor loss of Client’s.
service or resources. This can be defined as a product flaw with a workaround or a problem with a portion of.
the software’s function that does not impact delivery.
 “Severity Four” means the Service or Software is in full working mode. Client’s work is not being impeded at.
this time.  Information is requested or reported.
2. Service Levels.
FM:Systems will strive to operate at the service levels described as “Goal”, and credits will apply as described below if.
FM:Systems does not perform at or above the “Minimum Service Level”.  If any service element deteriorates so much as.
to be measured at the Crisis Trigger level, the situation will be immediately escalated to the Chief Technology Officer of.
FM:Systems, and payment of monthly fees will be suspended until the situation is resolved. Performance Category.
Service Level Description Goal Minimum.
Service Level Crisis Trigger Software Availability.
Availability of hosted Software  99.9% 99.5% 98.0%.
Response Time.
for Severity One Problems Time by which FM:Systems will respond.
to Severity One. Client’s notification must.
be by phone per the procedures set forth.
above.  FM:Systems’ response may be by.
phone or e-mail.
30 Minutes 1 Hour 2 Hours.
Response Time.
for Severity Two,
Three,   and Four Problems Time by which FM:Systems will respond.
to Severity Two, Severity Three, and.
Severity Four Problems.  FM:Systems’.
response may be by phone or e-mail.
2 Business Hours 4 Business Hours 24 Business.
Hours.
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“Availability” or “Available” refers to the ability of an Internet user (that is, a user accessing a server through an.
internet connection) being able to establish a TCP connection to the appropriate FM:Systems-hosted server.
“Availability Percentage” shall be calculated as follows:  x =  [100(n - y)/n] percent, where “x” is the Availability.
Percentage, “n” is the total number of hours in a given calendar month, and “y” is the total number of hours service is not.
Available (as defined above) in a given calendar month.  The calculation of “x” shall be prorated in any month in which.
services commence on any day other than the first day of the month.
Specifically excluded from “n” and “y” in this calculation and defined as exceptions to the levels of Availability.
provided herein are(a) scheduled maintenance windows and (b) reasons of Force Majeure.
Specifically excluded from “y” are failures of Availability to the extent caused by or related to downtime (a) due to.
failures of access circuits to the Software, unless such failure is caused solely by FM:Systems’ equipment, software or.
personnel but excluding failures caused by any FMS service provider; (b) scheduled and emergency maintenance; (c).
emergency upgrades; (d) DNS issues beyond the control of FM:Systems; (e) “false-positive” service breaches reported as.
a result of outages or errors of any FM:Systems measurement system; (f) any negligence, willful misconduct, or use of the.
Software or FM:Systems services in breach of this Agreement or FM:Systems’ Acceptable Use Policy by Client or by.
others engaged or authorized by the Client; or (f) issues associated with Client’s LANs, Client’s ISPs or other Client.
Internet connections.
No credits will apply unless Client specifically requests a credit in writing within forty-five (45) days of the failure to.
meet a Minimum Service Level, subject to confirmation of such service failure by FM:Systems.  For each Minimum Service.
Level that FM:Systems fails to meet during a calendar month within a specified threshold, FM:Systems will grant a.
performance credit to the Client for that Service Level failure at the rate of one (1) days’ worth of the Usage fee times the.
number of hours (or business hours as applicable) the Minimum Service Level is not met (rounded up to the next whole.
hour).  The performance credit will be applied to the Client’s invoice within two (2) billing cycles after receipt of the Client’s.
written request for credit, reducing the amount to be paid by the Client. The maximum credit for any given month will be.
50% of the Usage Fees paid for such month that the service failure occurred.
[].
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SCHEDULE 1.
SOFTWARE AND SERVICES.
.
1. Software and Summary of Fees.
SOFTWARE Type of License/Notes Quantity Fees.
FM:Interact: Space and.
Asset Management.
Base package 1.
FM:Interact: Space and.
Asset Management.
Power Users 29.
FMI:Strategic Planning.
FMI:Move Management Base package 1.
FMI:Move Management  29.
FMI:Real Estate Base package 1.
FMI:Real Estate  29.
FM:Mobile.
TOTAL ANNUAL USAGE FEE   $47,196 IMPLEMENTATION SERVICES.
Type of License/Notes Quantity Fees.
Hosting Start-up    $5,000.
Implementation and Training Services  51 days $96,900.
24 x 5 Technical Support   $20,000.
TOTAL IMPLEMENTATION.
SERVICES FEES.
  $121,900.
2. Payment Terms.
a. Monthly Usage Fees will be invoiced annually starting on the Installation Date.  Support and.
maintenance services are included at no additional charge as part of the monthly Usage Fees.
b. The Hosting Start-up Fee will be invoiced on execution of this Agreement and is due and payable.
within forty-five (45) days following execution of this Agreement.
c. Fees for needs analysis, implementation, and training services are invoiced as services are performed.
and shall be due and payable as in accordance with the terms of this Agreement.
3. Types of Permissions:
a. Base Package.   Permissions are restricted to installation on one production server or one logical.
instance installed on clustered servers.
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b. Read Only User: A single User permission allowing the User to view data, reports and floor plans that.
have been permissioned for universal access. Read only Users share a single User account and.
cannot be added to other groups for additional permissioning. Read only Users cannot submit forms or.
edit data.
c. General User Permission: A single User permission allowing the User to submit move, service and.
project requests and edit the data related to their requests General Users have specific accounts in.
FM:Interact and can be added to groups to enable permissioning of views, data, reports and floor.
plans. General Users cannot edit data or requests submitted by other Users.
d. Power User License: A single user permission providing the User with full access to the functionality of.
the permissioned module including the ability to view, edit and delete data, define reports, and.
configure the system.
e. Single User. Permission is restricted to use by one named User.  The FM:CAD product is further.
restricted to installation on one CPU.
f. Site License.  Software may be used by an unlimited number of Users located with a ¼ mile radius of.
one geographical address.
4. HOSTING SERVICES.
a. FM:Systems will provide hosting service to house the FM:Interact application and database with.
combined 50GB of storage.  Additional storage will be charged in 25GB increments at $100 per month.
Hosting will be done at a secure data center with five levels of physical security, managed firewall.
protection, uninterruptible power, redundant HVAC, fire suppression, and nightly backups.
b. FM:Systems will provide User authentication through secure User name and password. If Client.
requires SAML or LDAP integration, this can be provided at no additional charge.
c. FM:Systems will apply the Update or Upgrade at a mutually agreed upon time within six (6) months.
from the release of the update.  During the application of the Update or Upgrade FM:Systems will.
provide a parallel environment of the new version and Client will have two (2) weeks or a longer period.
as may be agreed upon by the parties, to review, at the end of which FM:Systems will put the new.
version of the system into production use.
d. Updates to the software that correct errors or improve performance but do not add functionality.
(“Service Pack”) will be applied within six (6) months from the release of the Service Pack.
e. Prior to performing, Client shall schedule any penetration testing or vulnerability scans with.
FM:Systems to be performed outside the designated times for measurement of Service Levels for.
Software Availability as defined in Exhibit B.
f. Client may request and receive a SQL backup of their production databases a maximum of once a.
year at no cost. Subsequent requests within the same twelve (12) month period will be invoiced at.
$200.00 per request. Delivery will be provided over FTP as an encrypted Zip file.
g. Once every six (6) months Client may request a data restore to remedy Client data input errors at no.
charge.  Additional requests will be charged at $500 per request.
h. Hosting Services will be subject to Exhibit B Service Level Agreement.
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EXHIBIT C.
BLACKSTONE HOSTED SERVICES ADDENDUM.
This Blackstone Hosted Services Addendum (“Addendum”), dated [MONTH] [DAY], [YEAR], is between.
Blackstone Administrative Services Partnership L.P., 345 Park Avenue, New York, New York 10154 (“Client”), and FM:
Systems Group, L.L.C., 2301 Sugar Bush Road, Suite 500, Raleigh, North Carolina 27612 (“Vendor”).
This Addendum forms a part of, is incorporated by this reference into, and is governed by the agreement dated.
[MONTH] [DAY], [YEAR] between Client and Vendor (the “Agreement”).  This Addendum supplements the Agreement.
and applies to the products and services (“Solutions”) covered by the Agreement.  In the event of a conflict or.
inconsistency, the terms of this Addendum shall supersede those of the Agreement.  Capitalized terms used but not defined.
in this Addendum have the meanings given to them in the Agreement.
1. GENERAL.
Pursuant to the Agreement, Vendor is providing Client a software and service hosting solution (the “Hosted.
Service”).  As part of the Hosted Service, Vendor will undertake to format, configure, operate, administer and monitor the.
provision of the Hosted Service, which will substantially comport with all technical specifications and standards set forth.
in this Addendum.
The Hosted Service will be hosted on the equipment (the “Hosted System”) of a third party (the “Hosted System.
Provider”), which equipment is necessary to access, use and operate the Hosted Service and any other Solutions provided.
under the Agreement. The Hosted System Provider is initially:  Tier Point with locations in Morrisville, NC and Charlotte,
NC.  Vendor shall take reasonable steps to confirm that the Hosted System will interact and operate with the Hosted.
Services and provide a secured cloud hosting environment in accordance with the specifications of this Addendum and in.
accordance with industry standards for the protection of confidential information.
2. SECURITY.
The following standards are designed to employ a layered approach to security from technical application.
specifications to process, procedures and policy.
A. Application Security.
Vendor shall implement the following generally accepted practices with regards to development and deployment of.
the application.
Vendor shall maintain, at no expense to Client, systems security for the Hosted Service in accordance with.
commercially reasonable industry standards and practices designed to protect all data and information provided by or on.
behalf of Client that is input into, displayed on, or processed by the Hosted Service and all output therefrom (“Client.
Data”) from theft, unauthorized disclosure, and unauthorized access.  Such systems security includes, among other things,
the following practices and procedures with respect to the Hosted Service:  (i) implementation of application vulnerability.
tests and , upon request, provision to Client of evidence of tests and results; (ii) all communications to web security layer.
transmitted using robust secure protocol; and (iii) the following safeguards:
  Authentication.
• All access by  Vendor is authenticated and communication secured using generally accepted industry practices.
• Systems identity is tied to an individual user by the use of credentials and/or by second factor authentication.
• Provide reasonable authentication controls that conforms to industry recognized standards.
  Authorization.
• Control access to protected resources based upon role or privileged level as configured by Client• Prevent.
privilege escalation attacks.
HLG:193790 Page 21 of 25   Confidential.
  Secure Coding Practices.
• Developers should be trained on secure developing best practices.
• Applications should be written in a secure manner to implement common security best practices, such as input.
validation, session management, SQL injection, and cross site scripting mitigation.
• These requirements should be validated by tools such as dynamic application scanning and/or static code analysis.
  Password and Account Management.
• Password should follow generally accepted industry practices, which may include:
o Encrypting password using salt/hash.
o Enforcing password complexity.
o Limiting failed attempts before account lockout.
o Not allowing clear passwords.
o Password reset does not send credentials.
B. Data Security.
Vendor shall implement generally accepted industry practices which may include.
  Data at Rest.
• Client Data encrypted using generally accepted industry practices.
• Backups of Client Data have the same controls as production data.
  Data in Motion.
• Client Data ingested from client should be encrypted (e.g., SFTP, certificate based authentication).
• Client Data sent over browser should use TLSv1.0 or better.
  Multi-tenancy.
• In a multitenant environment, Vendor should provide reasonably appropriate security controls and cryptographic.
methods to protect and isolate Client Data from other tenants.
  Administrative Access and Environmental Segregation.
• Applying principle of least privilege - proper controls should be in place to ensure that access is limited to.
administrators and support personnel who must see Client Data.
• Client Data should not be replicated to non-production environments without client’s written consent.
  Personally Identifiable information.
• Personally identifiable information, as defined under the privacy laws of the applicable jurisdictions worldwide.
(“PII”), should be handled in a manner consistent with EU & SWISS / US Privacy Shield and NIST 800-53 Rev 4 Low.
Impact requirements.
C. Threat Management.
HLG:193790 Page 22 of 25   Confidential.
Vendor shall implement the following generally accepted practices.
  Malware.
Vendor shall install commercially reasonable malicious code detection software, including virus detection and.
malware detectors, on all systems underlying the Hosted Service and used to access, process or store Client Data,
including the firewall, server, and web application levels. In addition, all anti-virus definition files shall be updated.
continuously, on a scheduled basis, following the availability of such updates by the software provider, and the malicious.
code detection software shall provide protection consistent with generally accepted industry standards.
Vendor shall ensure that the Hosted Service does not and shall not contain any disabling code (defined as computer.
code designed to interfere with the normal operation of the Hosted Service) or any program routine, device or other.
undisclosed feature (such as a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, or.
trap door) that is designed to delete, disable, deactivate, interfere with or otherwise harm the Hosted Service or Client.
Data.
  Intrusion Detection.
Vendor shall implement and maintain an intrusion detection monitoring process at the network and/or host level to.
protect the Hosted Service and to detect unwanted or hostile network traffic. Vendor shall update its intrusion detection.
software continuously, on a scheduled basis following the availability of updates by the software provider.
 Penetration tests.
As a way to validate vendor threat management capabilities, Client has the right to perform, or to have a third party.
perform, independent intrusive application penetration tests on its segmented data and directories of the Hosted Service.
infrastructure at its own expense, no more than twice per year, and Vendor shall reasonably facilitate the same.
D. Infrastructure Security.
Vendor shall configure the Infrastructure (e.g., servers and network devices) and platforms (e.g., OS and web.
servers) to be secure following generally accepted industry practices, which may include:
  Audit Logging.
• Vendor shall monitor and log all system access to the Hosted Service to produce an audit trail that includes, but.
is not limited to, web server logs, application logs, system logs, and network event logs.
• The logs should be stored off system to reduce risk or loss due to tampering.
  Network Security.
• Vendor shall comply with industry standards, separating perimeter networks from endpoints hosted in the private.
network using Industry standard firewalls.  Vendor shall update its firewall software continuously, on a scheduled basis,
following the availability of updates by the software provider.
• Vendor shall test its perimeter devices continuously, on a scheduled basis and, if deficiencies are discovered,
Vendor shall promptly troubleshoot and remediate security deficiencies discovered as a result of such testing or as a result.
of logging access attempts, based upon the risk of the deficiency.
  Vulnerability Management.  In addition to the third-party vulnerability assessments described above, Vendor.
shall implement commercially reasonable processes designed to protect Client Data from system vulnerabilities, including:
• Perimeter Scanning: Vendor shall perform perimeter scanning.
• Internal Infrastructure Scanning: Vendor shall perform internal infrastructure scanning.
• Application Vulnerability Scanning: Vendor shall perform application vulnerability scanning on the Hosted.
Service before code is released in to production.
• Malware Scanning: Vendor shall perform anti-malware scanning on all servers utilized in performing the Hosted.
HLG:193790 Page 23 of 25   Confidential.
Service, under a central management platform.
  Secure Configuration.
• Vendor shall comply with industry standards for platform hardening and secure configuration in order to reduce.
attack surface.  Hardening procedures should be enforced before system is put into production.
E. Security Procedures.
Vendor shall implement generally accepted industry practices which may include the following.
  Incident Response.
• Vendor shall maintain security incident management policies and procedures, including detailed security incident.
escalation procedures. Vendor agrees to comply with all applicable laws relating to the handling, processing and.
protection of PII. Section 13.10 of the Agreement shall set forth Vendor’s obligations with respect to security breaches.
 Patch Management.
• Vendor shall use a patch management process and toolset to keep all servers up to date with appropriate security.
and feature patches.
  Documented Remediation Process.
• Vendor shall use a documented remediation process designed to timely address all identified threats and.
vulnerabilities with respect to the Hosted Service.  Very High severity findings should be remediated or mitigated within.
thirty (30) days  or as soon as is practicable.
  Employee Termination Procedures.
• Vendor shall promptly terminate all credentials and access to privileged password facilities of a Vendor.
employee in the event of termination of his or her employment.
F.  Governance.
Vendor should implement the following:
  Security Policy.
• Vendor shall maintain, at no expense to Customer, an information security policy that is communicated to all.
Vendor employees and relevant third parties.  Vendor shall maintain a security and compliance function to design,
maintain, and operate security in support of its “trust platform” in line with industry standards.  This function shall focus.
on developing policies and procedures for system integrity, risk acceptance, risk analysis and assessment, risk evaluation,
risk management and treatment, and statements of applicability.  Vendor shall provide evidence of a security policy, which.
shall be Vendor’s Confidential Information.
  Security Reviews.
• Client and Vendor shall meet at least once annually, such meetings to be attended by senior level management, to.
discuss (i) the effectiveness of the Hosted Service’s security platform; and (ii) and any updates, patches, fixes, innovations.
or other improvements made to electronic data security and cloud computing environments by other commercial providers.
or for other Vendor customers that Vendor or Client believe will improve the effectiveness of the Hosted Service’s.
security platform for Client.
  Third Party Audits and Compliance Standards.
• Upon request Vendor shall provide Client with a copy, which shall be Vendor’s Confidential Information, of any.
security audit (including SSAE 16, AICPA Service Organization Control Reports or independent audits) that is performed.
o SSAE 16 Audit.
If applicable, Vendor will furnish evidence of a successful SSAE-16 audit of its hosting facilities upon Client request.
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to the extent permitted by law and subject to applicable regulatory restrictions and confidentiality obligations.  Vendor.
must verify that the audit certifies all hosting facilities Infrastructure that support and deliver services to Client Data.
o ISO 27001 Audit.
If applicable, Vendor will furnish evidence of a successful ISO 27001 audit upon Client request to the extent.
permitted by law and subject to applicable regulatory restrictions and confidentiality obligations.  Vendor must verify that.
the audit certifies all Infrastructure and applications that support and deliver services to Client Data.
o PCI-DSS Compliance.
If applicable, Vendor shall maintain, at no expense to Client, policies, practices, and procedures sufficient to comply.
with the Payment Card Industry Data Security Standard, as the same may be amended from time to time, with respect to.
the Hosted Service.
o Vulnerability Assessments.
At least annually and at no expense to Client, Vendor shall conduct an application vulnerability assessment with.
respect to the handling of data relating to the Hosted Service. Upon request Vendor shall provide Client access to review.
documentation relevant to such assessment to the extent permitted by law and subject to applicable regulatory restrictions.
and confidentiality obligations.
G. Physical Security.
Vendor should implement the following practices.
Vendor shall limit access to its facilities utilized in performing the Hosted Service to employees and employee-
accompanied visitors using commercially reasonable Internet-industry standard physical security methods.  At a minimum,
such methods shall include visitor sign-ins, restricted access key cards or locks for employees, limited access to server.
rooms and archival backups, and burglar/intrusion alarm systems.
H.  Right to Audit.
Client has the right to, or to engage a third party on its behalf to, at its own expense, to Vendor’s offices once per.
calendar year in order to conduct due diligence and auditing procedures on Vendor’s business operations related to the.
Hosted Service in terms of technical infrastructure, cloud interaction, organization, quality, quality control, personnel.
involved with services for Client, and general resources in terms of skills and personnel are concerned. Time spent by.
Vendor personnel shall be charged at Vendor’s standard rate(s) as set forth in the Statement of Work No. 1.
I. Disaster Recovery.
Vendor should implement the following best practices.
Vendor shall have a disaster recovery plan in place for the restoration of critical process and operations of the.
Hosted Service at the hosting location from which the Hosted Service is provided. Vendor shall also have an annually.
tested business continuity plan in place to assist Vendor in reacting to a disaster in a planned and tested manner.  Vendor.
shall provide Client with a copy of its then-current plan promptly following Client’s written request for same.
  Backup Management.
• Vendor shall perform full backups of the database(s) containing Client Data no less than once per day without.
interruption of the Hosted Service. Such data backups will be encrypted, sent to DR site each business day and.
stored/retained per the FMS Hosted Backup Policy.  Vendor shall also make back-up copies of data and information.
critical to the continuity of its business to ensure delivery of the hosted service in the event of a disaster or disruption.
Vendor shall conduct periodic tests to ensure the effectiveness of its back-up systems.
This Addendum may not be modified except in writing signed by an authorized signatory for each party. The.
invalidity or unenforceability of any provision of this Addendum shall not affect the other provisions hereof, all of which.
HLG:193790 Page 25 of 25   Confidential.
shall remain enforceable in accordance with their terms. The undersigned parties have caused this Addendum to be.
executed by their respective duly authorized representatives.
CLIENT                                           VENDOR.
Blackstone Administrative Services Partnership L.P.      FM:Systems Group L.L.C.
By:  Blackstone Holdings I - Sub GP L.L.C.
By:________________________                                     By:_____________________.
Name: William Murphy                                                     Name:
Title: Chief Technology Officer                                        Title: