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SOFTWARE HOSTING AGREEMENT

between

NOBLE SOFTWARE GROUP, LLC

and

Estonia Social Insurance Board, Victim Support and Prevention Services Department

THIS SOFTWARE LICENSE AGREEMENT (this "Agreement") is made and entered into and effective

01.05.2021 – 31.04.2022 (the "Effective Date") by and between Noble Software Group, LLC, (hereinafter called

"Noble"), and Estonia Social Insurance Board, Victim Support and Prevention Services Department, located at

Paldiski mnt 80, 15092 Tallinn, Estonia (hereinafter called "Client").

RECITALS

WHEREAS, Client desires to obtain a non-exclusive license to use certain proprietary software and related

documentation from Noble under the terms and conditions of this Agreement; and

WHEREAS, Noble desires to grant such license to Client as a hosted service under the terms and conditions

of this Agreement and to perform additional services, including but not limited to installation, integration,

testing, and training of the Noble software under the terms and conditions of subsequent Work Orders

(defined below) issued under this Agreement;

NOW THEREFORE, in consideration of the mutual covenants contained in this

Agreement, the parties hereby agree as follows:

1. DEFINITIONS

"Agreement": This Agreement including the following Exhibits:

Exhibit A Licensed Software

Exhibit B Third Party Materials

Exhibit C Client Tasks

Exhibit D Pricing

Exhibit E Model Work Order

which are incorporated herein for all purposes.

"Documentation": Text materials which describe the design, function, operation and use of the Licensed

Software and which are customarily delivered by Noble to licensees thereof.

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"Licensed Software": The source and object code software identified in Exhibit A as Licensed Software,

delivered solely by the Hosting Site.

"Third Party Materials": Those products specified as such in Exhibit B which will be procured by Noble from a

third party for delivery to Client. Unless identified in Exhibit B or upon notice and written approval of Client,

Noble will not deliver any Third Party Materials.

"User Position": Workstations, personal or desktop computers, terminals or other items installed to support

and be dedicated to, at any one time, a single individual as part of the Licensed Software.

"Work Order": A written document, in substantial conformity with the model work order in Exhibit E, signed by

both parties, specifying the mutually-agreed upon terms for the performance of additional tasks by Noble and

which, upon performance, shall be included in and governed by all other terms and conditions of this

Agreement. If the Work Order calls for the development of software, the Work Order shall also specify

ownership of any intellectual property created thereby in a manner consistent with the title provisions of this

Agreement set forth in Section 6, below, and the acceptance criteria for such software.

“Hosted Site”: An internet-based website maintained by Noble for the purposes of delivering the Licensed

Software to Client.

2. SCOPE OF TASKS

Upon execution of this Agreement and receipt of the license fees due hereunder, Noble will promptly deliver a

hosted website with the Licensed Software to Client and accomplish its responsibilities under this Agreement

provided that Client timely completes its responsibilities under this Agreement, specifically including those set

forth in Exhibit C: Client Tasks.

Client is responsible for meeting the environmental site requirements set forth in Exhibit C: Client Tasks in a

timely manner and at the Client's cost.

Client may request the performance of additional tasks. If Noble agrees, each such task will be documented in

a Work Order which will specify the tasks to be performed, the deliverables, the time table for performance

and the basis for payment whether on a fixed-price ("Fixed Price") or time-services-materials-and-expenses

(T&M") basis. Unless specified otherwise in the Work Order, the terms and conditions of this Agreement shall

apply to performance of the Work Order. The pricing for T&M work shall be at Noble customary pricing

schedules unless a specific price is set forth in the Work Order.

3. CONSIDERATION

In consideration of Noble's performance, Client agrees to pay Noble in accordance with the following

provisions:

License and Other Fixed Price Fees. The charges for Licensed Software and other fixed price items are or shall

be set forth in Exhibit D or Work Orders and payable as set forth therein or, if not set forth, payable as follows:

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one-third due upon execution of this Agreement or the applicable Work Order, one-third upon delivery, and

the balance payable upon acceptance.

T&M Fees. The charges for performance of any T&M tasks due to Work Orders will be billed monthly for

charges incurred in the previous monthly period and are due and payable within thirty (30) days of the date of

the invoice. Expenses may include, but are not limited to, reasonable charges for materials, office and travel

expenses, graphics, documentation, research materials, computer laboratory and data processing, and out-of-

pocket expenses reasonably required for performance. Expenses for travel and travel-related expenses and

individual expenses in excess of US$500 require the prior approval of Client.

A service charge of one and one-half percent (1.5%) per month, or the highest lawful interest rate, whichever

is lower, will be applied to all amounts which are not paid within fifteen (15) business days after notice is given

that payment is overdue.

All payments shall be made in United States dollars. International payments will be made by wire transfer to a

bank designated by Noble.

4. TAXES

Client agrees to indemnify and hold Noble harmless from any taxes including, but not limited to, sales tax, use

tax, withholding, value-added or similar tax, and property taxes that may be assessed or levied by any

jurisdiction arising out of the performance of this Agreement but excluding any taxes based upon or

determined by reference to Noble's income or level of business activity ("Taxes"). It is understood and agreed

that the prices and estimates set forth in this Agreement do not include provision for Taxes and Noble does

not collect such taxes for deposit with any federal, state or local taxing authority.

5. ACCEPTANCE

Unless the parties agree otherwise herein or in a Work Order, the Licensed Software will be considered

accepted upon delivery. In the event that there are multiple sites, acceptance of the Licensed Software, or any

part thereof, at the first such delivery shall constitute acceptance at all subsequent sites.

If a Work Order calls for installation and acceptance testing, the parties agree to the following procedure.

Following proper installation of the Licensed Software by Noble pursuant to the Work Order, unless specified

in the Work Order, the parties will perform the acceptance tests provided by Noble for the purpose of

determining that the Licensed Software performs substantially in accordance with its Documentation or, in the

case of new software development, substantially in accordance with Client's functional requirements for such

software. If the Licensed Software (including newly developed software) substantially performs the acceptance

tests, Client shall notify Noble within five (5) days, and the date of notification shall be the acceptance date.

Failure to do so will constitute acceptance. Testing will be scheduled in accordance with the implementation

plan set forth in the Work Order.

If Client fails to notify Noble of any material defect within thirty (30) days of installation of the Licensed

Software, the Licensed Software shall be deemed accepted by Client.

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If Client notifies Noble in writing and demonstrates to Noble that the Licensed Software has not substantially

met the acceptance tests, Noble shall make corrections and modifications to the Licensed Software so as to

meet such criteria. The charges for corrections and modifications to Fixed Price components are included in

the Fixed Price established therefor. The charges for corrections and modifications to T&M components will be

charged on a T&M basis.

Corrections and modifications will be accomplished on a timely basis to make the Licensed Software ready for

retesting by Client. The parties shall repeat the acceptance tests as soon as reasonably requested by Noble and

Client shall notify Noble within five (5) days after such tests have been conducted if and when the Licensed

Software is accepted. In the event that the Licensed Software (or parts thereof) does not pass the applicable

acceptance test(s), Client may issue a conditional acceptance, upon terms acceptable to both parties, which

will permit utilization in production and continued correction by Noble of any defects. If Client declines to

grant conditional acceptance, then Client may terminate this Agreement in accordance with section 8.5.

Otherwise, the date of the last such test shall be the acceptance date.

In the event the Licensed Software (or parts thereof) does not pass the applicable acceptance test(s), but is

utilized by Client in a production environment for a period of thirty (30) consecutive business days, it shall be

deemed accepted for all purposes as if it had successfully passed such acceptance test(s).

6. TITLE

Noble shall retain title to all intellectual property rights embodied in the Licensed Software, Documentation

and any modification or enhancement of the Licensed Software or Documentation made under this Agreement

or any Work Order ("Noble Property").

Client shall retain title to all intellectual property rights embodied in software, and any modification or

enhancement thereof, that is provided or developed solely by Client without any violation of the terms of this

Agreement and which is not Noble Property ("Client Property").

The parties agree that performance hereunder may result in the development of new concepts, software,

methods, techniques, processes, adaptations and ideas, in addition to the Noble Property and/or Client

Property, which may be delivered by Noble or embedded in Noble's deliverables ("New Property"). The parties

agree that ownership of New Property shall be determined on a case by case basis prior to the execution of a

Work Order requiring the delivery of any New Property and such ownership shall be clearly detailed in such

Work Order. The parties intend for the designation of ownership in the Work Order to be consistent with (but

not necessarily bound by) the following guidelines:

New Property which contains Client's proprietary or confidential information shall belong to Client to the

extent it contains such information; and

New Property which contains Noble's proprietary or confidential information shall belong to Noble to the

extent it contains such information; and

Any other New Property for which ownership is not allocated by Work Order or by the above default rules shall

belong to Noble.

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Each party will assign and shall cause its respective employees, agents, and contractors to assign, without

further consideration, the ownership of software and/or documentation, including all associated intellectual

property rights therein, as necessary to give effect to the ownership terms specified in this Agreement. Each

party agrees to perform, at the reasonable request of the owner of such software and/or documentation, such

further acts as may be necessary or desirable to transfer ownership of, and to perfect and defend, such

software and/or documentation or other deliverable or work product in order to give effect to these

ownership terms.

In as far as data entered into the system by Client, such data shall be deemed to be owned by Client. Noble

shall have right to use, at its sole discretion, such data in an anonymous fashion, for the purposes of research,

validation, and other commercial use. Anonymous data is defined, for the purposes of this section, to refer to

data that have had all personally identifying characteristics removed, destroyed, obfuscated, or otherwise

rendered de-identifying of the person to whom they relate.

7. LICENSE

In accordance with the terms herein, Noble grants to Client, and Client accepts from Noble, a personal, non-

exclusive and non-transferable (except as otherwise specifically provided by this Agreement) Hosted Site to

use the current version of Licensed Software (or any other version provided to Client by Noble) on Noble’s

hosting servers for the specified number of User Positions for the term of this agreement.

Software shall be able to be used at any of Client's business premises without the prior approval of Noble. The

Licensed Software may not be used at other locations unless Noble is notified and approves otherwise, such

approval not to be unreasonably withheld. Use of the Licensed Software may be subsequently transferred to

other locations maintained by Client, provided (1) the total number of User Positions at which the Licensed

Software is used by Client does not exceed the number of User Positions specified in Exhibit A and (2) Client

provides Noble with written notice within thirty (30) days after such transfer.

The Licensed Software shall be used only for the processing of Client's own business, which may include

servicing and maintaining records on behalf of its customers and clients. Client shall not permit any third party

to use the Licensed Software. Authorized agents or contractors of Client acting for Client shall not be

considered "third parties" for purposes of such limitation provided, however that disclosure of Noble

Confidential Information to such agents or contractors will be subject to the provisions of Section 18

("Confidentiality").

Client shall not use or allow the use of the Licensed Software (a) for rental or in the operation of a service

bureau; (b) through terminals located outside Client's business premises by persons not employed by or under

contract with Client; or (c) as on-line control equipment in the operation of a nuclear facility, aircraft

navigation or aircraft communication systems, or air traffic control machines.

Client shall not, either directly, or through a third party, reverse engineer, disassemble or decompile any

software provided by Noble, or make any attempt in any fashion except as specifically provided in this

Agreement to obtain the source code to the Licensed Software, nor shall Client reproduce or distribute, the

Licensed Software or Hosted Site, or any part thereof, as part of any other software program. Further, Client

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may not create any software program which makes direct function calls to any libraries which are Third Party

Materials and which are designated as unavailable for such purposes in Exhibit B.

Client is strictly prohibited from installing any third party software on Noble’s servers without the express

written authorization of Noble.

In the event that the authorized third party software disrupts Noble’s server, Noble shall have the right to

temporarily disable the software until the problem can be resolved.

In the event that the Client installs third party software on Noble’s servers without the express written

authorization of Noble’s, Noble shall have the right to terminate the Services without notice pursuant to

Section 8 herein

8. TERM AND TERMINATION

The term of this Agreement shall be for one (1) year. Contract service shall commence upon the execution of

this agreement and shall remain in effect for the original one-year (1-year) term and, thereafter, for renewal

terms on a year-to-year basis until terminated (i) by Client in the event the Hosted Site is taken out of service

and upon sixty (60) days' notice to Noble; (ii) by either party upon sixty (60) days' notice prior to the expiration

of the original one-year (1-year) or any subsequent one-year (1-year) renewal term; (iii) by either party upon a

default of the other party, such default remaining uncured for thirty (30) days from the date of written notice

from the non-defaulting party to the other specifying such default; (iv) upon the bankruptcy or insolvency of

Noble; or (v) the Software Hosting Agreement is terminated. Upon such termination, Noble shall refund to

Client a portion of the maintenance fee prorated to reflect the date of termination and neither Noble nor

Client shall have any further obligations hereunder, unless the termination is enacted by Client under part two

(ii) of this section, in which case no refund of maintenance fees is due to Client by Noble.

Each party has the right to terminate this Agreement and license(s) granted herein:

Upon written notice if the other party, its officers or employees violate any material provision of this

Agreement including, but not limited to, Section 18 ("Confidentiality") or Section 3 ("Consideration"), provided

that the non-breaching party is in substantial compliance with the terms of this Agreement. The default notice

must be clearly identified as such, be referenced to this Section 8, and specify in detail the basis for the alleged

material breaches. Except with regard to breaches of confidentiality (which shall be ten [10] days) and

payment obligations (which shall be fifteen [15] business days), the breaching party shall have thirty (30) days

from receipt of such notice to correct such breach;

In the event the other party (i) terminates or suspends its business, (ii) becomes subject to any bankruptcy or

insolvency proceeding under federal or state statute or (iii) becomes insolvent or becomes subject to direct

control by a trustee, receiver or similar authority.

In the event of termination by reason of Client's failure to substantially comply with any material part of this

Agreement, or upon any act which shall give rise to Noble's right to terminate, Noble shall have the right, at

any time, to terminate the license(s), deactivate the Hosted Site, and take immediate possession of the

Licensed Software and documentation and all copies wherever located, without additional demand or notice.

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Within five (5) days after termination of the license(s) as provided above, Client will return to Noble any

Licensed Software in the form provided by Noble or as modified by Client at Client's cost, or upon request by

Noble destroy the Licensed Software and all copies, and certify in writing that they have been destroyed.

Termination under this Article shall not relieve Client or Noble of obligations regarding confidentiality of the

Licensed Software.

Without limiting any of the above provisions, in the event of termination as a result of Client's failure to

substantially comply with any of its material obligations under this Agreement, Client shall continue to be

obligated for any payments due. Termination of the license(s) shall be in addition to and not in lieu of any

equitable or other remedies available to Noble.

Notwithstanding anything contained in this Section 8 to the contrary, once Client has made full payment of the

license fee for any particular term of hosting the Licensed Software, Noble cannot terminate the license

granted hereunder with respect to such program, except for an uncured breach by Client of the terms of

Section 7 ("License"), Section 11 (“Compliance with Law”), Section 18 ("Confidentiality") or Section 22

("Assignment").

Notwithstanding anything herein to the contrary, in the event of termination of this Agreement by Client for

cause prior to acceptance of the Licensed Software, the software licenses granted hereunder shall be canceled

and Client shall discontinue use of the Licensed Software and Hosted Site and return all copies thereof to

Noble and Noble shall refund any license fees paid. Upon such termination and return of the Licensed Software

and repayment, the parties hereto shall be discharged of all further liabilities under this Agreement except for

such liabilities arising out of the continuing obligations of confidentiality and non-solicitation of employees.

Notwithstanding anything herein, pursuant to Sections 7.7 and 11, Noble may immediately terminate this

agreement and withdraw the hosting services in the event that in the sole discretion of Noble, it determines

that:

Client is using or allowing, authorizing or assisting the Hosted Site to be used for illegal purposes; or

Client downloads or installs third party software to its Hosted Site without the express written authorization of

Noble.

9. WARRANTIES

Noble warrants that, for thirty (30) days following Client acceptance of the Licensed Software furnished under

this Agreement or the deliverables provided pursuant to a Work Order hereunder (the "Warranty Period"), the

Licensed Software, exclusive of Third Party Materials, will substantially conform to the accepted level of

performance as set forth in Section 5.2(a) ("Warranty"). To the extent that Client notifies Noble in writing

during the applicable Warranty Period of any material non-conformity of the Licensed Software or deliverables

with such acceptance level, and provides Noble with (a) Client's estimation of the severity of such non-

conformity and (b) such printouts, typescripts, documentation and other details of such non-conformity as

Noble shall request, Noble's sole obligations to use reasonable commercial measures to remedy or provide a

work-around for such defect. In determining the timing of its response, Noble shall be entitled to take into

account the severity of the defect. In the event that Noble determines that the Licensed Software is not

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defective in such respect, Client shall reimburse Noble for its services at Noble's then current consulting rate

for such services.

To the extent its agreement with a supplier of Third Party Materials permits, Noble shall pass through to Client

any performance warranty relative to such Third Party Materials; provided, however, that Noble makes no

additional or supplemental warranty with respect thereto.

Noble warrants that it has, and on the date of acceptance of the Licensed Software will have, the full right and

authority to grant this license and that neither this license nor performance under this Agreement does or shall

conflict with any other agreement or obligation to which Noble is a party or by which it is bound.

Noble warrants that its technical and consulting services will be of a professional quality conforming to

generally accepted industry standards and practices. During the thirty (30) day period following completion of

any such services, Noble shall, upon receipt of written notice from Client describing a breach of the foregoing

Warranty in such reasonable detail as is requested by Noble, perform the services described in such written

notice so as to conform to generally-accepted industry standards and practices.

These warranties do not cover defects or nonperformance due to causes and products external to the Licensed

Software, and are not valid with respect to such defects or nonperformance.

If the Licensed Software is not in substantial compliance with the warranties contained in this Agreement at

the end of the Warranty Period, Noble shall extend the Warranty Period until the Licensed Software is brought

into such compliance.

If any modification is made to the Licensed Software by Client without Noble's approval, this Warranty shall

immediately be terminated with respect to such modified software. Correction for difficulties or defects

traceable to Client's unauthorized modifications or unauthorized systems changes shall be billed to Client at

Noble's standard time and material charges.

Noble makes no warranties with regard to Third Party Materials. Along with the transfer of title, Noble agrees

to transfer and assign to Client all of Noble's rights and interests in and with respect to all purchase

agreements for Third Party Materials being supplied under this Agreement between Noble and other

manufacturers and distributors, subject to any limitations set forth in such agreements relating to such

transfers. Upon request by Client, all purchase agreements will be submitted to Client for prior approval. Noble

will execute any documents or instruments reasonably necessary to effect the transfer and assignment of

Noble's rights and interests thereunder. Noble makes no representation as to the effectiveness, adequacy or

enforceability of such transferred rights.

Except as otherwise specifically provided by this Agreement, Noble's sole liability for any damages relating to

the (a) performance of the Licensed Software and sufficiency of the services hereunder or (b) matters covered

by this Warranty, shall be limited to the provisions of this Section 9 regardless of whether any liability is based

on contract or other theory.

THE WARRANTIES IN THIS SECTION 9 ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY

NOBLE. NOBLE MAKES AND CLIENT RECEIVES NO ADDITIONAL WARRANTY, EXPRESS, IMPLIED, OR STATUTORY,

INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE. NO AGENT, CONTRACTOR OR EMPLOYEE OF NOBLE, EXCEPT NOBLE'S DULY AUTHORIZED

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REPRESENTATIVE, IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF NOBLE AS SET

FORTH HEREIN.

10. NON-SOLICITATION OF EMPLOYEES

Each party agrees that, during the period of performance of this Agreement, and for a period of one (1) year

following completion of the period of performance, it will not solicit for employment or hire the employees of

the other party without such other party's prior written consent thereto. The period of performance for

purposes of this Section 10 shall begin on the effective date of this Agreement and end upon the earlier to

occur of: (1) final payment by Client of any fees due under Section 3 of this Agreement; or (2) termination of

this Agreement and the license(s) granted hereunder.

If either party hires any personnel of the other party who are or have been assigned to perform work for the

party seeking to hire such personnel under this Agreement, the hiring party shall pay the other party a fee for

the additional benefit obtained thereby. If such hire occurs during the performance of this Agreement or

within one (1) year following completion of the period of performance, the hiring party shall pay an amount

equal to one hundred percent (100%) of the total first year compensation paid to such personnel.

11. COMPLIANCE WITH LAW

This Agreement is made subject to any laws, regulations, orders or other restrictions on the export of the

Licensed Software, or information about the Licensed Software, which may be imposed at any time or from

time to time by the United States Government. Client (i) shall comply with all such laws, regulations, permits,

orders and other restrictions to the extent that they are applicable to Client and (ii) shall not, directly or

indirectly, export or re-export (as defined in the United States Export Administration Regulations) the Licensed

Software or any information about the Licensed Software to any country for which the United States

Government, or any agency thereof, requires an export license or other governmental approval without first

obtaining the same. Noble shall comply with all applicable statutes with respect to labor employed, and shall

protect and indemnify Client against any payroll taxes or contributions imposed with respect to employees of

Noble or any subcontractor by any applicable law dealing with old age benefits, FICA, unemployment

compensation, health insurance and related subjects. Noble and Client agree that Noble is an independent

contractor. Noble shall be liable for and hereby represents to Client that all payments and obligations to

subcontractors and suppliers will be timely made and satisfied at all times during the term of this Agreement,

and agrees to indemnify Client for any loss to Client relating to Noble's violation of the provisions of this

Article, provided, however, Noble is given prompt written notice of any claim or action and control, authority,

information, and reasonable assistance for defense or settlement thereof; and provided further that Client

shall not settle such claim, suit or proceeding without the written consent of Noble.

Client acknowledges and agrees that Noble may elect at its sole discretion to monitor the activities of the

Client on it Hosted Site. Client agrees to use the Services and the Website for legal purposes only. In the event

that Noble becomes aware or reasonably believes, in its sole discretion, that the Website is being used for

illegal purposes, Noble shall be entitled to immediately terminate the Agreement and the Services without

notice in addition to any remedies to which it may be entitled under law.

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Client agrees to indemnify and save harmless Noble from and against all losses, damages, actions or causes of

action, suits, claims, demands, penalties and interest arising in connection with or out of any illegal use of the

Licensed Software or the Hosted Site.

12. APPLICABLE LAW

The law of the State of Washington applies to this Agreement and the rights, duties, and obligations of the

parties hereto. The state and or federal courts in King County, Washington, shall have exclusive jurisdiction of

any action arising out of or relating to this Agreement and each of the parties further irrevocably agrees to

waive any objection to the venue of any such suit or proceeding in King County, Washington, or to in personam

jurisdiction, provided that service is effective.

The United Nations Convention on Contracts for the International Sale of Goods is excluded from application

hereto.

13. PROPRIETARY RIGHTS INDEMNITY

Noble shall defend, indemnify and hold harmless Client with respect to any claim, demand, cause of action, or

liability, including attorneys' fees, to the extent that such is based upon a claim that the Licensed Software,

(including any deliverables pursuant to Work Orders) used by Client within the scope of the licenses granted

hereunder, infringes any United States, UK, Hong Kong, France, Germany, Switzerland, or Japan patent, any

United States copyright, or any trade secret or other intellectual property rights; provided that Noble is

promptly notified in writing of such claim and provided further that Noble shall have the exclusive right to

control such defense. The acceptance, by Noble, of tender of defense of any claim shall give Noble the right to

select legal counsel and manage the defense, provided that Client shall be given regular notice and

opportunity to participate in such litigation, at Client’s expense. In no event shall Client settle any claim,

lawsuit or proceeding without Noble's prior written approval. Client may, at its own expense, assist in such

defense if it so chooses.

In the event of any such claim, litigation or threat thereof, Noble, at its sole option and expense, may procure

for Client the right to continue to use the Licensed Software or, at its sole option and expense, may replace or

modify the Licensed Software with functionally-compatible, non-infringing software. If such settlement or such

modification is not reasonably practical in the sole opinion of Noble, after giving due consideration to all

factors including financial expense, or if a temporary or final injunction or other judgment is obtained against

Noble with respect to the Licensed Software or any part thereof, Noble may cancel this Agreement or the

applicable Work Order and the licenses granted thereunder upon fifteen (15) days written notice to Client and

shall refund to Client the unamortized portion of the amounts paid to Noble by Client for the development

and/or acquisition thereof based upon five (5) year straight-line depreciation, such depreciation to commence

on the date on which the Licensed Software was first accepted hereunder. Upon such repayment Noble shall

be discharged of all further liability hereunder except for the obligations set forth in Section 13.1 hereof.

To the extent its agreement with a vendor of Third Party Materials permits, Noble will pass through to Client

any proprietary rights indemnity relating to such Third Party Materials; provided, however, that Noble gives no

additional or supplemental indemnity with respect thereto.

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The foregoing states the entire liability of Noble and the exclusive remedies of Client with respect to the

infringement of any proprietary rights by the Licensed Software or any parts thereof, and Client hereby

expressly waives any other such liabilities.

14. GENERAL INDEMNITY

The parties acknowledge that it may be necessary for the employees of each to be present at the facilities of

the other for extended periods of time. The parties agree upon reasonable notice to provide the employees of

the other with all reasonable facilities and services to assure that their services may be properly performed.

Each party will instruct its employees to conform to the internal regulations and procedures of the other party

while on such party's premises.

Additionally, each party agrees to indemnify, defend, and save harmless the other party, its officers, agents

and employees from any and all claims and losses accruing or resulting to any person, firm, or corporation for

personal injury or tangible property damage, but only to the extent of the negligence and/or willful

misconduct of the indemnifying party.

15. INSURANCE

Noble certifies, and will provide evidence thereof at Client's request, that Noble maintains:

A standard policy covering the obligations of Noble for Worker's Compensation Insurance pursuant to the laws

of California or such other jurisdiction as applicable.

Insurance covering bodily injury and property damages in the amount of not less than $1,000,000 for each

occurrence and $3,000,000 aggregate. Such coverage may be achieved through a combination of commercial

general liability and umbrella liability policies.

Automobile liability insurance covering all owned, non-owned, and hired vehicles with a combined single limit

for bodily injury and property damage of not less than $2,000,000 per accident.

16. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF THE

OTHER PARTY OR OF DIRECT DAMAGES GREATER THAN THE LIMITATIONS ESTABLISHED HEREIN EVEN IF IT HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Noble shall not be liable to Client for cumulative direct damages greater than the lesser of (1) the total amount

having then been paid by Client to Noble under this Agreement, or (2) if such damages arise in connection with

the performance of any Work Order, the amount having then been paid by Client to Noble under such Work

Order; provided, however, that the limitation of this sentence shall not apply to Noble's obligations set forth in

Section 13 ("Proprietary Rights Indemnity") or Section 14 ("General Indemnity") of this Agreement or for such

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liabilities covered by the insurance defined in Section 15 ("Insurance") in which case the limits of such

coverage will govern.

Except where the limitation does not apply as described above, Client releases Noble from all obligations,

liability, claims, or demands relating to the Licensed Software and Documentation and this Agreement in

excess of the limitations provided for in this Section 16. The parties acknowledge that the limitation set forth in

this Section is integral to the amount of fees levied in connection with the license of the Licensed Software and

Documentation and the services rendered hereunder and that, were Noble to assume any further liability

other than as set forth herein, such fees would of necessity be set substantially higher.

Client further agrees that it shall have no claim or cause of action against third party licensors to Noble of any

Third Party Materials which are embedded in the Licensed Software, except to the extent such rights have

been duly assigned to Client.

17. FORCE MAJEURE

Neither party shall be liable for default or delay caused by any occurrence beyond its reasonable control or

beyond the reasonable control of any subcontractor, including but not limited to fires, strikes, accidents, acts

of God and subcontractor defaults. In the event Noble should be delayed in the completion of any portion of

the work by reason of any such occurrence, the time within which the portion of work is to be completed shall

be extended by the period of such delay, but no such extension shall be made unless a notice thereof is

presented by Noble to Client in writing within ten (10) working days after the occurrence of such delay and no

payment shall be made by Client to Noble for any expenses incurred by Noble by reason of any such default or

delay.

In addition to the foregoing, Noble shall not be liable for default or delay caused by Noble's efforts to comply

with U.S. Government export control laws and regulations. In the event that U.S. Government export control

laws or regulations change after the execution of this Agreement and such changes inhibit or prohibit Noble

from performing under this Agreement, Noble shall not be liable for its non-performance.

18. CONFIDENTIALITY

Any information which a party considers to be confidential or proprietary shall, if tangible, be marked as such

or, if communicated orally, designated at the time and promptly confirmed in writing as such. Information

which is so marked or designated and confirmed, and the Licensed Software regardless of form or designation,

shall be "Confidential Information" under this Agreement. Information received by Noble while on the

premises of Client shall be deemed Confidential Information whether marked as such or not.

Confidential Information shall be held in trust and used only as necessary for the performance of this

Agreement. Confidential Information shall be treated with the same degree of care to avoid disclosure to third

parties as is used with respect to the recipient party's own Confidential Information, but not less than a

reasonable degree of care.

13

Confidential Information shall be disclosed only to those employees or agents of a party who have a need to

know such information and are under a binding obligation of confidentiality with respect to any such

information received. Confidential Information shall not be disclosed to any other third party without the prior

written consent of the party disclosing the Confidential Information. The party receiving Confidential

Information shall defend, indemnify and save the disclosing party harmless from and against any and all

damages, including reasonable attorneys' fees, sustained as a result of the unauthorized use or disclosure of

the disclosing party's Confidential Information.

Confidential Information shall not include information (a) at the time of its disclosure was known to the party

to whom disclosed; (b) is already in the public domain or becomes generally known or published without

breach of this Agreement; (c) is lawfully disclosed by a third party free to disclose such information; (d) is

independently developed by the party to whom disclosed without reference to or use of the Confidential

Information; or (d) is legally required to be disclosed provided that the party so compelled shall promptly

notify the other party so as to permit such other party to appear and object to the disclosure and further

provided that such disclosure shall not change or diminish the confidential and/or proprietary status of the

Confidential Information.

Notwithstanding the restrictions of this Section 18, Noble or Client may announce the parties' relationship in a

press release subject to the reasonable written approval of the other party.

19. DISPUTE RESOLUTION

Except as provided in Section 20 below and unless otherwise required in order to comply with deadlines under

the law, neither party shall file an action or institute legal proceedings with respect to any dispute,

controversy, or claim arising out of, relating to, or in connection with, this Agreement until: (a) the aggrieved

party has given the other party written notice of its grievance setting forth the nature of the dispute, the

amount involved, if any, and the remedy desired, and delivering same by certified mail; (b) the other party has

failed to provide a prompt and effective remedy; (c) the aggrieved party has requested senior executives for

both parties to meet and discuss the matter in order to consider informal and amicable means of resolution;

and (d) either such meeting failed to occur within fifteen (15) days after such request or the meeting did not

produce a mutually satisfactory resolution of the matter.

20. INJUNCTIVE RELIEF

Noble and Client hereby acknowledge and agree that damages at law and the dispute resolution provisions of

Section 19 may be inadequate remedies for the breach of Sections 6 ("Title"), Section 7 ("License"), Section 10

("Non-Solicitation of Employees") or Section 18 ("Confidentiality") hereof, and, accordingly, Noble and Client

hereby agree that Noble and/or Client may be entitled to temporary and permanent injunctive or other

equitable relief with respect to any such breach without the necessity of proving actual damages or posting a

bond or other security or resorting to the provisions of Section 19. The rights set forth in this Section 20 shall

be in addition to any other rights which the parties may have at law or in equity.

Noble and Client agree that if any portion of this Relief provision is found to be over-reaching or

unenforceable, that these provisions can, nonetheless, be applied to the extent found to be enforceable.

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21. NOTICES

Unless stated otherwise, all notices, approvals, consents, requests, demands, or other communication to be

given to either party shall be in writing by any means where receipt is acknowledged, including electronic

transmission, except by facsimile transmission, and shall be effective on the date of receipt thereof. If

undeliverable, or if receipt is not acknowledged by the receiving party, such communication shall be effective

ten (10) days from the date mailed or sent.

Such communication shall be addressed to the parties, except Default Notices and Notices of Termination

which shall be addressed to the parties and their legal counsel, at their respective addresses set forth below,

or at any other address that each party shall provide to the other in writing:

NOBLE'S LEGAL COUNSEL:

Noble Software Group, LLC PO Box 990891 Redding, CA 96099 Attention: Chief Financial Officer

Lasher Holzapfel Sperry & Ebberson 601 Union St., Suite 2600 Seattle, WA 98101-4000 Attention: Ronald E. Braley

22. ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the parties' respective successors and

permitted assigns. Neither party may assign this Agreement and/or any of its rights and/or obligations

hereunder without the prior written consent of the other party and any such attempted assignment shall be

void, except that either party may assign this Agreement and/or any of its rights and/or obligations hereunder,

upon written notice to the other party to another entity in the event of that party's merger or consolidation

with another entity, without the consent of the other party, provided that the assignee is capable of fulfilling

and intends to fulfill the obligations of the assigning party under this Agreement. Each party may terminate

this Agreement in case there is a change of control of the other party, but shall not be entitled to any refund

whatsoever and all amounts owing shall be immediately paid. The term, “Change of Control” shall be limited

to an ownership change of more than Fifty Percent (50%) during any twelve-month period. In the case of a

governmental agency as Client, the term, “change of control” shall be limited to a complete transfer of the

responsibilities of such agency for which this Software has been licensed to another agency.

23. GENERAL

This Agreement constitutes the complete and exclusive statement of the agreement between the parties as

relates to the subject matter and supersedes all proposals, oral or written, and all other representations,

statements, negotiations and undertakings relating to the subject matter.

No change in, addition to, or waiver of any of the provisions of this Agreement shall be binding upon either

party unless in writing signed by an authorized representative of such party. No waiver by either party of any

breach by the other party of any of the provisions of this Agreement shall be construed as a waiver of that or

any other provision on any other occasion.

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In the event any one or more of the provisions of this Agreement shall be held by a court of competent

jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in

effect and the Agreement shall be read as though the offending provision had not been written or as the

provision shall be determined by such court to be read.

Upon termination or other expiration of this Agreement, each party shall forthwith return to the other all

papers, materials and other properties of the other held by it for purposes of execution of this Agreement.

The captions used in this Agreement are inserted for the convenient reference of the parties and in no way

define, limit or describe the scope or intent of this Agreement or any part hereof.

Dates or times by which Noble is required to make performance under this license shall be postponed

automatically for so long as Noble is prevented from meeting them by causes which are Client's responsibility.

The prevailing party in a controversy or claim shall have the right to collect its reasonable expenses incurred in

enforcing this Agreement, including reasonable attorney's fees.

This Agreement may be executed in two original counterparts, which together shall constitute the same

Agreement, but only one of which need be produced to evidence the Agreement.

The parties further agree that the rights and obligations set forth in Sections 3, 4, 6, 10, 11, 12, 13, 14, 16, 18,

19, 20, 21, and subsections 23.1, 23.2, 23.3, 23.4, and 23.7 shall survive the completion or termination of this

Agreement for any reason and enforcement thereof shall not be subject to any conditions precedent.

IN WITNESS WHEREOF, each party has caused a counterpart original of this Agreement to be executed

as of the date first written above by its authorized representative.

ACCEPTED BY:

CLIENT NOBLE SOFTWARE GROUP, LLC.

Signed:

Signed:

Print name: JAKO SALLA

Print Name:

Title:

Head of victim support and

prevention services department,

Estonian Social Insurance Board

Title:

Date:

Date:

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EXHIBIT A: LICENSED SOFTWARE

LICENSED SOFTWARE

All listed Licensed Software will be delivered by a Hosted Site, created and maintained by Noble for the

purposes of delivering the Licensed Software to Client via the Internet.

PRODUCT DESCRIPTION

Noble Assessment Platform Hosted web-based application for the delivery of assessment and case planning tools.

USE OF LICENSED SOFTWARE

The Licensed Software listed above may be used in accordance with the Software License Agreement to

support the following:

Up to five named users

17

EXHIBIT B: THIRD PARTY MATERIALS

OVERVIEW

Noble is not responsible for the procurement and delivery of any third-party materials to the Client as part of

the execution of this agreement.

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EXHIBIT C: CLIENT TASKS

OVERVIEW

This document describes the major activities required of the Client staff or their consultants or agents in the

execution of this Agreement.

CLIENT TASKS

The Client will provide the necessary hardware, operating system software, web server software, and database

software for the installation of the Licensed Software, as agreed between Noble and the Client.

Implementation services such as installation, implementation, and training will be executed as a separate

Work Order referencing this Agreement;

The Client will provide an appropriate environment, during normal business hours, upon reasonable notice, for

Noble on-site support personnel and training staff to work at Client's site;

The Client will provide network related services to allow clients to access the Licensed Software;

The Client will provide client operating systems and platforms with Microsoft Internet Explorer 11 or better, as

well as Adobe Reader for the viewing of any reports;

If Client elects to utilize integration services, Client will develop and maintain the middleware component

required for integration;

If Client elects to migrate data from previous assessment systems, Client will provide Noble with the data to be

migrated in SQL Server backup file format and authorize Noble to access and utilize provided data for the

purposes of migrating data to the Noble Assessment Platform.

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EXHIBIT D: PRICING

LICENSED SOFTWARE

The Licensee may use the following Software at the locations listed/defined in this Agreement.

PRICING FOR LICENSED SOFTWARE

Pricing for 5 named users is set at $3,193 USD

PRODUCT PRICE

Annual Hosting for Noble Assessment Platform, 5 users $3,193

INSTALLATION/DELIVERY SERVICES/ACCEPTANCE

In order to ensure the effectiveness and success of the delivery services, Noble will assign the following project

team:

(1) Client Representative

(1) Systems Engineer

(1) Application Consultant

At times additional staff may be required for the current tasks, and equally at other times the number of staff

working on a project may be less than that indicated above. The team members listed above will charge their

time as agreed by Customer and Noble toward the services agreement as listed above.

ACCEPTANCE CRITERIA

ASSESSMENT PLATFORM

All hosted software (as delineated above) is deemed accepted after delivery to client and five days of the

system running without a high severity error indicated by the client.

TRAINING PROGRAM

In an attempt to meet Customer’s training requirements, the following schedule has been constructed to offer

a purchased block of training for classes up to 25 students. The following classes are currently available:

PRODUCT DAYS

Assessment and Case Planning Training 2 Assessment Refresher Training 1

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For this agreement, two days of Assessment and Case Plan Training are planned. All trainings are $2,200 per

day of training and include all expenses.

PAYMENT SCHEDULE

The schedule of payment is as follows:

All hosting fees are invoiced at contract execution. Any training requested under this agreement will be

invoiced after delivery. All invoices are /net 30. All prices USD.

Software Hosting Fees $ 3,193.00

Training $ 4,400.00

Total $ 7,593.00

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EXHIBIT E: SAMPLE NOBLE SOFTWARE GROUP, LLC WORK ORDER

Addendum Reference (Date/Number/Code) ________

This addendum specifies additional software licenses and services to be provided by Noble Software Group,

LLC ("NOBLE") to Estonia Social Insurance Board, Victim Support and Prevention Services Department

("Client"). All terms and conditions of the Software License Agreement between Noble and Client, dated

("Agreement"), apply to this addendum as if the same had been set forth herein in full. In case of conflict

between the terms of this addendum and the Agreement, the terms of this addendum shall prevail.

1. PROJECT IDENTIFICATION AND DESCRIPTIVE INTRODUCTION

2. DESCRIPTION OF SOFTWARE LICENSED AND/OR SERVICES

2.1 Software and Authorized Sites. The software under this addendum consists of the following components

which may be used at the following authorized sites:

2.2 Services. The implementation or other services consist of the following

3. FEES

3.1 Software. Individual prices and the total price are as follows:

3.2 Maintenance on Software

Quarterly rate: $_____or the following percentage of the software list price:

_____%

Maintenance is under the terms of the _______________________ agreement dated

____________ ("Maintenance Agreement")

3.3 Services (e.g., installation, support, training). Services will be performed on either a time-and-

materials-and-expenses basis or a fixed price basis at the following rates/fees:

3.4 Hardware (if any)

3.5 Expenses (e.g., travel, meals, hotel)

4. PAYMENT SCHEDULE (WHEN ARE TO BE PAID)

4.1 Software license fees

4.2 Services

4.3 Maintenance fees

4.4 Hardware

5. PROJECT PLAN/PERFORMANCE SCHEDULE

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6. ACCEPTANCE CRITERIA AND PROCEDURE. UNLESS SPECIFIED BELOW, ACCEPTANCE IS UPON DELIVERY.

7. WARRANTY

8. PREREQUISITES/CLIENT TASKS

9. OWNERSHIP OF THE DELIVERABLES

ACCEPTED:

CLIENT NOBLE SOFTWARE GROUP, LLC.

Signed: [Sample work order; Do not sign]

Signed: [Sample work order; Do not sign]

Print name:

Print Name:

Title:

Title:

Date:

Date: