Professional Service Agreement

This Professional Services Agreement for Service Units (the “Agreement“) is an agreement between you (the “Customer“) and Enterasys Networks, Inc., a Delaware corporation with principal offices at 9 Northeastern Blvd, Salem, NH 03079 and its subsidiaries (collectively “Enterasys”) that sets forth the parties’ respective rights and obligations with respect to the Service Units (as hereinafter defined). By purchasing such Service Units, Customer agrees to be bound by the terms and conditions of this Agreement and the terms and conditions set forth at

1. PURCHASE OF SERVICE UNITS. Customer hereby agrees to purchase from Enterasys, and Enterasys agrees to sell to Customer, the number of Service Units specified in the invoice for Service Units, with each such service unit representing one (1) work day of professional services (as hereinafter defined) to be performed by Enterasys (collectively, the “Service Units”). For purposes of this Agreement, “work day” shall be equivalent to eight (8) standard business hours, Monday through Friday, local Customer time. Enterasys in its sole discretion may adjust the number of hours constituting a work day in the event services are performed outside standard business hours. Customer may utilize the Service Units for training services if desired. Customer shall be deemed to have purchased Service Units upon issuance of a Purchase Order to Enterasys for the Service Units set forth in the invoice, and Customer agrees that upon issuance of a Purchase Order as described herein that the Service Units shall be provided to Customer in accordance with and subject to the terms and conditions herein. Any terms, conditions, additions, and/or modifications to this Agreement that may be included on Customer’s Purchase Order are hereby expressly rejected.

2. PAYMENT TERMS. The purchase price of the Service Units shall be specified in the invoice, and Customer shall pay all invoices within thirty (30) days from the date of invoice. This purchase price includes all out-of-pocket expenses incurred by Enterasys or its personnel in the course of rendering services for engagements of three (3) work days (Service Units) or more. Such out-of-pocket expenses shall include, but are not limited to, travel, transportation, lodging, food, telephone, printing, photocopying and incidental expenses. Professional services rendered for engagements of 1 or 2 days in accordance with this Agreement are subject to incremental out-of-pocket expenses and are not included in the purchase price of the Service Units. Customer shall be liable for any taxes, public charges, tariffs and export and import duties however designated, and any interest and penalties thereon, arising from this Agreement exclusive of taxes based upon Enterasys’ income. Any such charges shall be in addition to the purchase price described above shall be invoiced separately.

3. REQUEST FOR SCHEDULE. The Service Units can be utilized by the Customer by completing a Request for Schedule in the form set forth in Exhibit “A” and provided to Enterasys at least thirty (30) days in advance of Customer’s requested start date for services. Any such requests submitted by Customer shall be submitted through the appropriate sales representative. Enterasys shall endeavor to provide a confirmation within seven (7) days of receipt. Customer shall notify Enterasys immediately if it does not receive confirmation within such time period. Enterasys shall not be obligated to perform any professional services pursuant to the Service Units in the absence of such confirmation. All professional services performed pursuant to this Agreement shall be rendered on consecutive business days and must be for a minimum of three (3) work days (Service Units) unless otherwise mutually agreed upon. Upon Enterasys’ confirmation of the Request for Schedule as set forth above, Enterasys and Customer shall enter into a Statement of Work or Letter of Engagement. Customer in its discretion may request Enterasys to perform additional services not included in the Statement of Work or Letter of Engagement and may purchase additional Units from Enterasys for any such services in accordance with the terms set forth in this Agreement.

4. TERM; TERMINATION. This Agreement shall continue in effect for the period of one (1) year from the date of invoice, unless earlier terminated pursuant to the terms of this Section. Customer may terminate this Agreement for any reason by providing written notice to Enterasys within thirty (30) days from the date of invoice, and in the event of any such termination, Enterasys shall refund any monies paid for the terminated Service Units to Customer. If the Customer has not submitted a Request for Schedule within one year of purchasing the Service Units, then Enterasys shall have no further obligation to perform services. This Agreement may be terminated immediately by either party as follows: (a) in the event Customer fails to pay Enterasys any sums due, including taxes, within five (5) days of Customer’s receipt of written notice from Enterasys; (b) in the event a party has breached in any material respect any covenant, obligation or warranty hereunder and such breach remains uncured for a period of thirty (30) days after written notice thereof is received by such party from the other party; or (c) in the event that the other party ceases to conduct business in the normal course. Neither party shall have any liability to the other as a result of exercising its rights of termination. Upon termination of this Agreement, the parties shall immediately return to each other any and all of the other party’s property, documentation, and/or confidential or proprietary information, together with all copies thereof, which may then be in their possession or control, except to the extent that the same is embodied in a deliverable already provided to Customer pursuant to this Agreement.