SOFTWARE HOSTING AGREEMENT

between

NOBLE SOFTWARE GROUP, LLC

and

Estonia Social lnsuranee Board, Victim Support and Prevention Serviees Department

THIS SOFTWARE LICENSE AGREEMENT {this "Agreement") is made and entered into and effective May l, 2022 {the "Effeetive Date") by and between Noble Software Group, LLC, {hereinafter ealled "Noble"), and Estonia Soeial lnsuranee Board, Vietim Support and Prevention Serviees Department, loeated at Paldiski mnt 80, 15092 Tallinn, Estonia {hereinafter ealled "Client").

RECITALS

WHEREAS, Client desires to abtain a non-exclusive lieense to use eertain proprietary software and related doeumentation from Noble under the terms and eonditions of this Agreement; and

WHEREAS, Noble desires to grant sueh lieense to Client asa hosted serviee under the terms and eonditions of this Agreement and to perform additienal serviees, including but not limited to installation, integration, testing, and training of the Noble software under the terms and eonditions of subsequent Work Orders {defined below) issued under this Agreement;

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

Agreement, the parties hereby agree as follows:

l. DEFINITIONS

"Agreement": This Agreement including the following Exhibits:

Exhibit A Lieensed Software

Exhibit B Third Party Materials

Exhibit e Client Tasks

Exhibit D Prieing

Exhibit E Model Work Order

whieh are ineorporated herein for all purposes.

"Doeumentation": Text materials whieh deseribe the design, function, operation and use of the Lieensed Software and whieh are eustomarily delivered by Noble to lieensees thereof.

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"Licensed Software": The source and object code software identified in Exhibit Aas 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. Uniess 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, terminais 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. lf the Work Order calls for the development of software, the Work Order s hall a Iso 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 ofthe 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 eost.

Client may request the performance of additional tasks. lf 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. Uniess specified otherwise in the Work Order, the terms and conditions of this Agreement shall apply to performance ofthe Work Order. The pricing for T&M work shall be at Noble customary pricing schedules uniess a specific price is set forth in the Work Order.

3. CONSIDERATION

ln 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 ofthe date of the invoice. Expenses may inelude, 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 pereent {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. lnternational payments will be made by wire transfer toa bank designated by Noble.

4. TAXES

Client agrees to indemnify and hoid Noble harmless from any taxes ineluding, 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 exeluding any taxes based upon or determined by reference to Noble's income or level of business activity {"Taxes"). lt is understood and agreed that the prices and estimates set forth in this Agreement do notinelude provision for Taxes and Noble does not collect such taxes for deposit with any federal, state or local taxing authority.

S. ACCEPTANCE

Uniess the parties agree otherwise herein or ina Work Order, the Licensed Software will be considered accepted upon delivery. ln 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.

lf 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, uniess 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. lf the Licensed Software {ineluding newly developed software) substantially performs the acceptance tests, Client shall notify Noble within five {S) 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.

lf 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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lf 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 soas 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 partiesshall 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. ln 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. lf 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.

ln 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 ofthirty (30) consecutive business days, itshall 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 resuit 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.

ln as far as data entered into the system by Client, such data shall be deemed tobe 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 ofthe person to whom they relate.

7. LICENSE

ln 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 uniess Noble is notified and approves otherwise, such approval not to be unreasonably withheld. Use of the Lic1;nsed 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 inelude 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 lnformation 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 terminais located outside Client's business premises by persons not employed by or under contract with Client; or (e) 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, ormake 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, Cllent

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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.

ln 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.

ln the event that the Client instalis third party software on Noble's servers without the express written authorization of Noble's, Noble shall have the right to terminate the Serviees without notice pursuant to Section 8 herein

8. TERM AND TERMINATION

The term of this Agreement s hall be for two (2) years. Contract servi ee sh all commence upon the execution of this agreement and shall remain in effect for the originai two-year (2-year) term and, thereafter, for renewal terms on a year-to-year basis until terminated (i) by Client in the event the Hosted Site istaken aut 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 originai 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 noti ee 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 abiigations hereunder, uniess the termination is enacted by Client under part two (ii) ofthis section, in which case no refund of maintenance feesis 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 ofthis 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 abiigations (which shall be fifteen [15) business days), the breaching party shall have thirty (30) days from receipt of such notice to correct such breach;

ln 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.

ln the event of terminati on 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 (S) days after termination ofthe lieense(s) as provided above, Client will return to Noble any Lieensed Software in the farm provided by Noble oras modified by Client at Client's eost, or upon request by Noble destroy the Lieensed Software and all eopies, and eertify in writing that they have been destroyed. Termination under this Article shall not relieve Client or Noble of abiigations regarding eonfidentiality of the Lieensed Software.

Without limiting any of the above provisions, in the event of termination asa resuit of Client's fail u re to substantially eomply with any of its material abiigations under this Agreement, Client shall eontinue tobe obligated for any payments due. Termination of the lieense(s) shall be in addition to and notin lieu of any equitable or other remedies available to Noble.

Notwithstanding anything eontained in this Seetion 8 to the eontrary, onee Client has made full payment of the lieense fee for any partieular term of hosting the Lieensed Software, Noble eannot terminate the lieense granted hereunder with respeet to sueh program, exeept for an uneured breach by Client of the terms of Seetion 7 ("Lieense"), Seetion 11 ("Complianee with Law"), Seetion 18 ("Confidentiality") or Seetion 22 ("Assignment").

Notwithstanding anything herein to the eontrary, in the event of termination of this Agreement by Client for eause prior to aeeeptanee of the Lieensed Software, the software lieenses granted hereunder shall be eaneeled and Client shall discontinue use of the Lieensed Software and Hosted Site and return all eopies thereof to Noble and Noble shall refund any lieense fees paid. Upon sueh termination and return ofthe Lieensed Software and repayment, the parties hereto shall be diseharged of all further liabilities under this Agreement exeept for sueh liabilities arising out of the eontinuing abiigations of eonfidentiality and non-solieitation of employees.

Notwithstanding anything herein, pursuant to Seetions 7.7 and 11, Noble may immediately terminate this agreement and withdraw the hosting serviees in the event that in the sole diseretion of Noble, it determines that:

Client is using or allowing, authorizing orassisting the Hosted Site to be used for illega! 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 aeeeptanee of the Lieensed Software furnished under this Agreement or the deliverables provided pursuant toa Work Order hereunder (the "Warranty Period"), the Lieensed Software, exclusive ofThird Party Materials, will substantially eonform to the aeeepted level of performanee as set forth in Seetion 5.2(a) ("Warranty"). To the extent that Client notifies Noble in writing during the applieable Warranty Period of any material non-eonformity of the Lieensed Software or deliverables with sueh aeeeptanee level, and provides Noble with (a) Client's estimation of the severity of sueh non­ eonformity and (b) sueh printouts, typeseripts, doeumentation and other details of sueh non-eonformity as Noble shall request, Noble's sole abiigations to use reasonable eommereial measures to remedy or provide a work-around for sueh defeet. ln determining the timing of its response, Noble shall be entitled to take into aeeount the severity of the defeet. ln the event that Noble determines that the Lieensed Software is not -

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defeetive in sueh respeet, Client shall reimburse Noble for its serviees at Noble's then eurrent eonsulting rate for sueh serviees.

To the extent its agreement with a supplier of Third Party Materials permits, Noble shall pass through to Client any performanee warranty relative to sueh Third Party Materials; provided, however, that Noble makes no additional or supplemental warranty with respeet thereto.

Noble warrants that it has, and on the date of aeeeptanee ofthe Lieensed Software will have, the full right and authority to grant this lieense and that neither this lieense nor performanee under this Agreement does or shall eonfliet with any other agreement or obligation to whieh Noble isa party or by whieh it is bound.

Noble warrants that its teehnieal and eonsulting serviees will be of a professional quality eonforming to generally aeeepted industry standards and praetiees. During the thirty {30) day period following eompletion of any sueh serviees, Noble shall, upon reeeipt of written notiee from Client deseribing a breaeh of the foregoing Warranty in sueh reasonable detail asis requested by Noble, perform the serviees deseribed in sueh written notiee soas to eonform to generally-aeeepted industry standardsand praetiees.

These warranties do not cover defeets or nonperformanee due to ea uses and produets external to the Lieensed Software, and are not valid with respeet to sueh defeets or nonperformanee.

lf the Lieensed Software is notin substantial eomplianee with the warranties contained in this Agreement at the end of the Warranty Period, Noble shall extend the Warranty Period until the Lieensed Software is brought . into sueh eomplianee.

lf any modifieation is made to the Lieensed Software by Client without Noble's approval, this Warranty shall immediately be terminated with respeet to sueh modifie~ software. Correetion for diffieulties or defeets traeeable to Client's unauthorized modifieations or unauthorized systems ehanges shall be billed to Client at Noble's standard time and material eharges.

Noble makes no warranties with regard to Third Party Materials. Along with the transfer oftitle, Noble agrees to transfer and assign to Client all of Noble's rights and interests in and with respeet to all purehase agreements for Third Party Materials being supplied under this Agreement between Noble and other manufaeturers and distributors, subjeet to any limitations set forth in sueh agreements reiating to sueh transfers. Upon request by Client, all purehase agreements will be submitted to Client for prior approval. Noble will exeeute any doeuments or instruments reasonably neeessary to effeet the transfer and assignment of Noble's rights and interests thereunder. Noble makes no representation as to the effeetiveness, adequaey or enforeeability of sueh transferred rights.

Exeept as otherwise speeifieally provided by this Agreement, Noble's sole liability for any damages reiating to the {a) performanee of the Lieensed Software and sufficieney of the serviees hereunder or {b) matters eovered by this Warranty, sh all be limited to the provisions of this Seetion 9 regardless of whether any liability is based on eontraet 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

Eaeh party agrees that, during the period of performanee of this Agreement, and for a period of one (l) year following eompletion ofthe period of performanee, it will not solieit for employment or hire the employees of the other party without sueh other party's prior written eonsent thereto. The period of performanee for purposes of this Seetion 10 shall begin on the effeetive date of this Agreement and end upon the earlier ta oeeur of: (l) final payment by Client of any fees due under Seetion 3 of this Agreement; or (2) termination of this Agreement and the lieense(s) granted hereunder.

lf either party hires any personnel of the other party who are or have been assigned ta perform work for the party seeking ta hire sueh personnel under this Agreement, the hiring party shall pay the other party a fee for the additional benefit abtained thereby. lf sueh hire oeeurs during the performanee ofthis Agreement or within one (l) year following eompletion of the period of performanee, the hiring party shall pay an amount equal ta one hundred pereent (100%) of the total first year eompensation paid ta sueh personnel.

11.COMPLIANCE WITH LAW

This Agreement is made subjeet ta any laws, regulations, orders or other restrictions on the export of the Lieensed Software, or information about the Lieensed Software, whieh may be imposed at any time or from time ta time by the United States Government. Client (i) shall eomply with all sueh laws, regulations, permits, orders and other restrietions ta the extent that they are applieable ta Client and (ii) shall not, direetly or indireetly, export or re-export (as defined in the United States Export Administration Regulations) the Lieensed Software or any information about the Lieensed Software ta any eountry for whieh the United States Government, or any ageney thereof, requires an export lieense or other governmental approval without first obtaining the same. Noble shall eomply with all applieable statutes with respeet ta labor employed, and shall proteet and indemnify Client against any payroll taxes or eontributions imposed with respeet ta employees of Noble or any subeontraetor by any applieable law dealing with oid age benefits, FICA, unemployment eompensation, health insuranee and related subjeets. Noble and Client agree that Noble is an independent eontraetor. Noble shall be liable for and hereby represents ta Client that all payments and abiigations ta subeontraetors and suppliers will be timely made and satisfied at all times during the term of this Agreement, and agrees ta indemnify Client for any loss ta Client reiating ta Noble's violation of the provisions of this Article, provided, however, Noble is given prompt written notiee of any claim or aetion and eontrol, authority, information, and reasonable assistanee for defense or settlement thereof; and provided further that Client shall not settle sueh claim, suit or proeeeding without the written eonsent of Noble.

Client aeknowledges and agrees that Noble may eleet at its sole diseretion ta monitor the aetivities of the Client on it Hosted Site. Client agrees ta use the Serviees and the Website for legal purposes only. ln the event that Noble beeomes aware or reasonably believes, in its sole diseretion, that the Website is being used for illega l purposes, Noble shall be entitled ta immediately terminate the Agreement and the Serviees without notiee in addition ta any remedies ta whieh it may be entitled under law.

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Client agrees to indemnify and save harmless Noble from and against all losses, damages, aetions or eauses of aetion, suits, claims, demands, penalties and interest arising in eonneetion with or out of any illega l use of the Lieensed 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 eourts in King County, Washington, shall have exclusive jurisdietion of any aetion arising out of or reiating to this Agreement and eaeh of the parties further irrevoeably agrees to waive any objeetion to the venue of any sueh suit or proeeeding in King County, Washington, or to in personam jurisdietion, provided that serviee is effeetive.

The United Nations Convention on Contraets for the lnternational Sale of Goods is excluded from applieation hereto.

13.PROPRIETARY RIGHTS INDEMNITY

Noble shall defend, indemnify and hoid harmless Client with respeet to any claim, demand, eause of aetion, or liability, including attorneys' fees, to the extent that sueh is based upon a claim that the Lieensed Software, (including any deliverables pursuant to Work Orders) used by Client within the seope of the lieenses granted hereunder, infringes any United States, UK, Hong Kong, Franee, Germany, Switzerland, or Japan patent, any United States eopyright, or any trade seeret or other intellectual property rights; provided that Noble is promptly notified in writing of sueh claim and provided further that Noble shall have the exclusive right to eontrol sueh defense. The aeeeptanee, by Noble, of tender of defense of any claim shall give Noble the right to seleet legal eounsel and manage the defense, provided that Client shall be given regular notiee and opportunity to partieipate in sueh litigation, at Client's expense. ln no event shall Client settle any claim, lawsuit or proeeeding without Noble's prior written approval. Client may, at its own expense, assist in sueh defense if it so ehooses.

ln the event of any sueh claim, litigation or threat thereof, Noble, at its sole option and expense, may proeure for Client the right to continue to use the Lieensed Software or, at its sole option and expense, may replaee or modify the Lieensed Software with funetionally-eompatible, non-infringing software. lf sueh settlement or sueh modifieation is not reasonably praetieal in the sole opinion of Noble, after giving due eonsideration to all faetors including financial expense, or if a temporary or final injunetion or other judgment is obtained against Noble with respeet to the Lieensed Software or any part thereof, Noble may eaneel this Agreement or the applieable Work Order and the lieenses granted thereunder upon fifteen (15) days written notiee to Client and sh all refund to Client the unamortized porti on of the amounts paid to Noble by Client for the development and/or aequisition thereof based upon five (5) year straight-line depreeiation, sueh depreeiation to eommenee on the date on whieh the Lieensed Software was first aeeepted hereunder. Upon sueh repayment Noble shall be diseharged of all further liability hereunder exeept for the obligations set forth in Seetion 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 reiating to sueh Third Party Materials; provided, however, that Noble giyes no additional or supplemental indemnity with respeet thereto.

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The foregoing states the entire liability of Noble and the exclusive remedies of Client with respeet to the infringement of any proprietary rights by the Lieensed Software or any parts thereof, and Client hereby expressly waives any other sueh liabilities.

14. GENERAL INDEMNITY

The parties aeknowledge that it may be neeessary for the employees of eaeh to be present at the faeilities of the other for extended periods of time. The parties agree upon reasonable notiee to provide the employees of the other with all reasonable faeilities and serviees toassure that their serviees may be properly performed.

Eaeh party will instruet its employees to eonform to the internai regulations and proeedures ofthe other party while on sueh party's premises.

Additionally, eaeh party agrees to indemnify, defend, and save harmless the other party, its offieers, agents and employees from any and all claims and losses aeeruing or resulting to any person, firm, or eorporation for personal injury or tangible property damage, but only to the extent of the negligenee and/or willful miseonduet of the indemnifying party.

15.INSURANCE

Noble eertifies, and will provide evidenee thereof at Client's request, that Noble maintains:

A standard poliey eovering the obligations of Noble for Worker's Compensation lnsuranee pursuant to the laws of California or sueh other jurisdietion as applieable.

lnsuranee eovering bodily injury and property damages in the amount of not less than $1,000,000 for eaeh oeeurrenee and $3,000,000 aggregate. Sueh eoverage may be aehieved through a eombination of eommereial general liability and umbrella liability policies.

Automobile liability insuranee eovering all owned, non-owned, and hired vehicles with a eombined single limit for bodily injury and property damage of not less than $2,000,000 per aeeident.

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 eumulative direet damages greater than the lesser of (1) the total amount having then been paid by Client to Noble under this Agreement, or (2) if sueh damages arise in eonneetion with the performanee of any Work Order, the amount having then been paid by Client to Noble under sueh Work Order; provided, however, that the limitation of this sentenee shall not apply to Noble's obligations set forth in Seetion 13 ("Proprietary Rights lndemnity") or Seetion 14 ("General lndemnity") of this Agreement or for sueh

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liabilities eovered by the insuranee defined in Seetion 15 ("lnsuranee") in whieh ease the limits of sueh eoverage will govern.

Exeept where the limitation does not apply as deseribed above, Client releases Noble from all obligations, liability, claims, or demands reiating to the Lieensed Software and Doeumentation and this Agreement in exeess of the limitations provided for in this Seetion 16. The parties aeknowledge that the limitation set forth in this Seetion is integral to the amount of fees levied in eonneetion with the lieense of the Lieensed Software and Doeumentation and the serviees rendered hereunder and that, were Noble to assurne any further liability other than as set forth herein, sueh fees would of neeessity be set substantially higher.

Client further agrees that itshall have no claim or eause of aetion against third party lieensors to Noble of any Third Party Materials whieh are embedded in the Lieensed Software, exeept to the extent sueh rights have been duly assigned to Client.

17.FORCE MAJEURE

Neither party shall be liable for default or delay eaused by any oeeurrenee beyond its reasonable eontrol or beyond the reasonable eontrol of any subeontraetor, including but not limited to fires, strikes, aeeidents, acts of God and subeontraetor defaults. ln the event Noble should be delayed in the eompletion of any portion of the work by reason of any sueh oeeurrenee, the time within whieh the portion of work is tobe eompleted shall be extended by the period of sueh delav; but no sueh extension shall be made uniess a notiee thereof is presented by Noble to Client in writing within ten (10) working days after the oeeurrenee of sueh delay and no payment shall be made by Client to Noble for any expenses ineurred by Noble by reason of any sueh default or delay.

ln addition to the foregoing, Noble shall not be liable for default or delay eaused by Noble's efforts to eomply with U.S. Government export eontrol laws and regulations. ln the event that U.S. Government export eontrol laws or regulations ehange after the exeeution of this Agreement and sueh ehanges inhibit or prohibit Noble from performing under this Agreement, Noble shall not be liable for its non-performanee.

18.CONFIDENTIALITY

Any information whieh a party eonsiders to be eonfidential or proprietary shall, if tangible, be marked as sueh or, if eommunieated orally, designated at the time and promptly eonfirmed in writing as sueh. lnformation whieh is so marked or designated and eonfirmed, and the Lieensed Software regardless of form or designation, shall be "Confidential lnformation" under this Agreement. lnformation reeeived by Noble while on the premises of Client shall be deemed Confidential lnformation whether marked as sueh or not.

Confidential lnformation sh all be held in trust and used only as neeessary for the performanee of this Agreement. Confidential lnformation shall be treated with the same degree of eare to avoid disclosure to third parties as is used with respeet to the reeipient party's own Confidential lnformation, but not less than a reasonable degree of eare.

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Confidential lnformation shall be disclosed only to those employees or agents of a party who have a need to know sueh information and are under a binding obligation of eonfidentiality with respeet to any sueh information reeeived. Confidential lnformation shall not be disclosed to any other third party without the prior written eonsent of the party disclosing the Confidential lnformation. The party reeeiving Confidential lnformation shall defend, indemnify and save the disclosing party harmless from and against any and all damages, including reasonable attorneys' fees, sustained asa resuit of the unauthorized use or disclosure of the disclosing party's Confidential lnformation.

Confidential lnformation shall notinelude information {a) at the time of its disclosure was known to the party to whom disclosed; {b) is already in the publie domain or beeomes generally known or published without breaeh ofthis Agreement; {e) is lawfully disclosed by a third party free to disclose sueh information; {d) is independently developed by the party to whom disclosed without referenee tooruse of the Confidential lnformation; or {d) is legally required tobe disclosed provided that the party so eompelled shall promptly notify the other party soas to permit sueh other party to appear and objeet to the disclosure and further provided that sueh disclosure shall not ehange or diminish the eonfidential and/or proprietary status of the Confidential lnformation.

Notwithstanding the restrietions of this Seetion 18, Noble or Client may announee the parties' relationship in a press release subjeet to the reasonable written approval of the other party.

19.DISPUTE RESOLUTION

Exeept as provided in Section 20 below and uniess otherwise required in order to eomply with deadlines under the law, neither party shall file an aetion or institute lega] proeeedings with respeet to any dispute, eontroversy, or claim arising out of, reiating to, or in eonneetion with, this Agreement until: {a) the aggrieved party has given the other party written notiee of its grievanee setting forth the nature of the dispute, the amount involved, if any, and the remedy desired, and delivering same by eertified mail; {b) the other party has failed to provide a prompt and effeetive remedy; {e) the aggrieved party has requested senior exeeutives for both parties to meet and diseuss the matter in order to eonsider informal and amieable means of resolution; and {d) either sueh meeting failed to oeeur within fifteen {15) days after sueh request or the meeting did not produee a mutually satisfaetory resolution ofthe matter.

20.INJUNCTIVE RELIEF

Noble and Client hereby aeknowledge and agree that damages at law and the dispute resolution provisions of Seetion 19 may be inadequate remedies for the breaeh of Seetions 6 {"Title"), Seetion 7 {"Lieense"), Seetion 10 {"Non-Solieitation of Employees") or Seetion 18 {"Confidentiality") hereof, and, aeeordingly, Noble and Client hereby agree that Noble and/or Client may be entitled to temporary and permanent injunetive or other equitable relief with respeet to any sueh breaeh without the neeessity of proving aetual damages or posting a bond or other seeurity or resorting to the provisions of Seetion 19. The rights set forth in this Seetion 20 shall be in addition to any other rights whieh 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-reaehing or unenforeeable, that these provisions ean, nonetheless, be applied to the extent found tobe enforeeable.

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21.NOTICES

Uniess stated otherwise, all notiees, approvals, eonsents, requests, demands, or other eommunieation to be given to either party shall be in writing by any means where reeeipt is aeknowledged, including eleetronie transmission, exeept by faesimile transmission, and shall be effeetive on the date of reeeipt thereof. lf undeliverable, or if reeeipt is not aeknowledged by the reeeiving party, sueh eommunieation shall be effeetive ten (10) days from the date mailed or sent.

Sueh eommunieation shall be addressed to the parties, exeept Default Notiees and Notiees of Termination whieh shall be addressed to the parties and their legal eounsel, at their respeetive addresses set forth below, or at any other address that eaeh party shall provide to the other in writing:

NOBLE'S LEGAL COUNSEL:

Noble Software Group, LLC PO Box 990891 Redding, CA 96099 Attention: Chief Finaneial Offieer

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' respeetive sueeessors and permitted assigns. Neither party may assign this Agreement and/or any of its rights and/or obligations hereunder without the prior written eonsent of the other party and any sueh attempted assignment shall be void, exeept that either party may assign this Agreernentand/or any of its rights and/or obligations hereunder, upon written notiee to the other party to another entity in the event of that party's merger or eonsolidation with another entity, without the eonsent of the other party, provided that the assignee is eapable of fulfilling and intends to fulfill the obligations of the assigning party under this Agreement. Eaeh party may terminate this Agreement in ease there isa ehange of eontrol 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 ehange of more than Fifty Pereent (50%) during any twelve-month period. ln the ease of a governmental ageney as Client, the term, "ehange of eontrol" shall be limited toa eomplete transfer ofthe responsibilities of sueh ageney for whieh this Software has been lieensed to another ageney.

23.GENERAL

This Agreement eonstitutes the eomplete and exclusive statement of the agreement between the parties as relates to the subjeet matter and supersedes all proposals, oral or written, and all other representations, statements, negotiations and undertakings reiating to the subjeet matter.

No ehange in, addition to, or waiver of any of the provisions of this Agreement shall be binding upon either party uniess in writing signed by an authorized representative of sueh party. No waiver by either party of any breaeh by the other party of any of the provisions of this Agreement s hall be eonstrued as a waiver of that or any other provision on any other oeeasion.

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ln the event any one or more of the provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, illega l, 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 oras the provision shall be determined by such court tobe 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 ea uses 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 originai 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 enforcernent thereof shall not be subject to any conditions preeedent.

IN WITNESS WHEREOF, each party has caused a counterpart originai of this Agreement tobe executed as of the date first written above by its authorized representative.

ACCEPTED BY:

CLIENT NOBLE SOFTWARE GROUP, LLC.

Signed: Mari Tikerpuu Signed:

Print name: MARI TIKERPUU Print Name:

Title: Victim Support, department manager Title:

Date: 16.05.2022 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

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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.

CLIENTTASKS

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. lmplementation serviees such as installation, implementation, and training will be executed asa 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 serviees to allow clients to access the Licensed Software;

The Client will provide client operating systems and platforms with Microsoft Edge or better, as well as Adobe . Reader for the viewing of any reports;

lf Client elects to utilize integration serviees, Client will develop and maintain the middleware component required for integration;

lf Client elects to migrate data from previous assessment systems, Client will provide Noble with the data tobe 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 Lieensee may use the following Software at the loeations listed/defined in this Agreement.

PRICING FOR LICENSED SOFTWARE

Prieing for 5 named users is set at $6,705.30 USD

PRODUCT PRICE Two years of Annual Hosting for Noble Assessment Platform, 5 users $6,705.30

INSTALLATION/DELIVERY SERVICES/ACCEPTANCE

ln order to ensure the effeetiveness and sueeess of the delivery serviees, Noble will assign the following projeet team:

(1) Client Representative

(1) Systems Engineer

(1) Applieatiori Consultant

Attimes additional staff may be required for the eurrent tasks, and equally at other times the number of staff working on a projeet may be less than that indieated above. The team members !isted above will eharge their time as agreed by Customer and Noble toward the serviees agreement as !isted above.

ACCEPTANCE CRITERIA

ASSESSMENT PLATFORM All hosted software (as delineated above) is deemed aeeepted after delivery to elient and five days of the system running without a high severity error indieated by the elient.

TRAINING PROGRAM

ln an attempt to meet Customer's training requirements, the following sehedule has been eonstrueted to offer a purehased bloek of training for elasses up to 25 students. The following elasses are eurrently available:

PRODUCT DAYS Assessment and Case Planning Training Assessment Refresher Training

2 1

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For this agreement, no training is planned. All trainings are $2,200 per day of training and indude all expenses.

PAYMENTSCHEDULE

The schedule of payment isas 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.

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EXHIBIT E: SAMPLE NOBLE SOFTWARE GROUP, LLC WORK ORDER

Addendum Referenee (Date/Number/Code) _

This addendum specifies additional software lieenses and serviees tobe provided by Noble Software Group, LLC ("NOBLE") to Estonia Soeial lnsuranee Board, Vietim Support and Prevention Serviees Department ("Client"). Alltermsand eonditions of the Software Lieense Agreement between Noble and Client, dated ("Agreement"), apply to this addendum as if the same had been set forth herein in full. ln ease of eonfliet between the terms ofthis addendum and the Agreement, the terms ofthis addendum shall prevail.

l. PROJECT IDENTIFICATION AND DESCRIPTIVE INTRODUCTION

2. DESCRIPTION OF SOFTWARE LICENSED AND/OR SERVICES

2.1 Software and Authorized Sites. The software under this addendum eonsists of the following eomponents

whieh may be used at the following authorized sites:

2.2 Serviees. The implementation or other serviees eonsist of the following

3. FEES

3.1 Software. lndividual priees and the total priee are as follows:

3.2 Maintenanee on Software

Quarterly rate: $ __ or the following pereentage of the software list priee:

__ %

Maintenanee is under the terms of the agreement dated

_____ ("Maintenanee Agreement")

3.3 Serviees (e.g., installation, support, training). Serviees will be performed on either a time-and- materials-and_-expenses basis ora fixed priee basis at the following rates/fees:

3.4 Hardware (if any)

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

4. PAYMENT SCHEDULE (WHEN ARE TOBE PAID)

4.1 Software lieense fees

4.2 Serviees

4.3 Maintenanee fees

4.4 Hardware

S. PROJECT PLAN/PERFORMANCE SCHEDULE

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6. ACCEPTANCE CRITERIA AND PROCEDURE. UNLESS SPECIFIED BELOW, ACCEPTANCE 15 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: