Terms and Conditions for Intralinks Services

These Terms and Conditions (the “T&Cs”) supplement the delivery form or order form, as applicable, executed by Intralinks and Client related to the Intralinks Services described herein (each, a “Form”). These T&Cs and the applicable Form are together referred to as the “Intralinks Services Terms”.

The Intralinks Services comprise:

• Professional Services, as described in Part A;
• Deal Services, as described in Part B; and
• Alts and Migration Services, as described in Part C.

The Intralinks Services Terms shall become effective on the date specified on the Form:

In the event of any inconsistency or conflict between these T&Cs and the Form, the Form shall prevail over these T&Cs in respect to the Intralinks Services described therein. Capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the applicable Form or Master Services Agreement.

Part A – PROFESSIONAL SERVICES

The terms in this Part A apply only to Professional Services agreed in a Form.

A.1 Professional Services Catalogue

1. AVAILABLE PROFESSIONAL SERVICES
   • Intralinks makes available the following services (together, the “Professional Services”), which may be requested by Client from time to time and agreed in an applicable Form:

• The description of the Professional Services are indicative only. The full scope, deliverables, timelines, and any assumptions or dependencies regarding Client’s specific requests shall be set out in an applicable Form.
• Intralinks shall only be obliged to deliver Professional Services that are expressly agreed in an applicable Form.
• Intralinks may update, modify or discontinue any of the Professional Services listed from time to time, provided that such changes shall not affect any Professional Services already agreed in a Form.
• The Parties may agree in a Form to the provision of Services not listed in this Part A, which shall be treated as Professional Services for the purposes of these T&Cs.

A.2 General Terms for Professional Services

1. SERVICE DELIVERABLES 
   • Intralinks shall provide the Professional Services in accordance with the applicable Form.
   • As part of the provision of the Professional Services, the Intralinks Professional Services team (“PS Team”) shall deliver the following deliverables (“Deliverables”), in each case as applicable to the relevant Professional Services:

2. ROLES AND RESPONSIBILITES
   • The Parties shall work collaboratively in connection with the delivery of the Professional Services.
   • Intralinks will allocate appropriate personnel to perform the Professional Services. Delivery of the Professional Services is not dependent upon any Intralinks key-named personnel.
   • The roles and responsibilities below apply to the Professional Services, as may be further detailed in the applicable Form.

3. ASSUMPTIONS; OBLIGATIONS; LIMITATIONS
   • Client shall:
     • assign a main point of contact and appropriate personnel to engage with Intralinks;
     • ensure that meetings (which shall be conducted remotely unless otherwise agreed in writing) with Client or any relevant third parties are not unreasonably delayed or cancelled;
     • respond without undue delay to any queries raised by Intralinks in connection with the Professional Services;
     • provide any information, including details and documentation required for the Solution Design Document, and all required approvals to the PS Team as requested in a timely manner;
     • assign a combination of suitably qualified technical and project resources to support delivery of the Professional Services;
     • provide timely confirmation of receipt of the submitted Deliverables and solution design approval, and provide feedback as requested; and
     • be responsible for the communication of Intralinks capabilities to impacted employees within Client’s Organization;
   • Client acknowledges that Intralinks is not responsible for providing technical expertise on integration of Client owned systems, or third party owned systems.
   • For Client technical Deliverables, Intralinks will act as a SME in this engagement, primarily providing expertise around the Intralinks Platform, mapping process flows and technical requirements.
   • The Professional Services will be provided during standard business hours (weekdays, 9am to 5pmGMT).
   • All documentation created will leverage Intralinks templates and formats.
   • All Client requests to the PS Team post acceptance of the Deliverables, including but not limited to a new use case definition, technical or product issues, or overall account maintenance, shall be considered outside the scope and shall be subject to the change control process.
   • The Professional Services will be delivered remotely unless otherwise agreed in writing. Where work is performed at the Client’s premise, Client shall provide (i) meeting rooms adequately sized to house attendee numbers and equipped with projectors/video displays and whiteboard for Intralinks to perform the required tasks, (ii) guest internet access use to Intralinks personnel, (iii) all onsite Intralinks personnel with building/parking badges/passes required to fulfil their obligations under these T&Cs, and (iv) all onsite Intralinks personnel with a safe working environment.

4. COMPLETION CRITERIA 
   • Intralinks shall have fulfilled its obligations under the applicable Form when Intralinks completes all Deliverables and activities described in such Form.
   • Acceptance of the Professional Services shall be deemed, if there is no objection by written notice sent by Client within ten (10) business days of delivery (“Acceptance Period”), of such applicable deliverables or Professional Services.
   • If any objection is raised in writing by Client within the Acceptance Period, Intralinks shall use reasonable efforts to remedy the Deliverables or Professional Services, as applicable, taking into account the objection raised by Client. The Professional Services and/or Deliverables, as applicable, shall be resubmitted to Client for acceptance.
   • If no objection is raised by Client within ten (10) business days from date of re-delivery of such re-performed Deliverables or Professional Services, then acceptance shall be deemed. In the event of any subsequent express objection by Client on remedied portion of the Deliverables or Professional Service or failure of Intralinks to reasonably satisfy the acceptance criteria set forth in these T&Cs, Client may terminate the relevant Form. In the event of any such termination of the Form, Client will not be absolved from the liability to pay any Service cost for the efforts and expenses incurred by Intralinks.

5. INTELLECTUAL PROPERTY RIGHTS 
   • As between the parties, Intralinks owns and shall retain all right, title, and interest in and to the Professional Services and any Deliverables, all components thereof, including without limitation all related applications, user interface designs, processes, software and source code, and any and all future enhancements or modifications thereto howsoever made, and all intellectual property rights therein. Client shall not (i) redistribute for commercial purposes, reverse engineer, disassemble, transfer, distribute or otherwise commercially exploit the Professional Services or any Deliverables; (ii) modify or make derivative works based upon the Professional Services or any deliverables; (iii) access the Professional Services in order to build a competitive product or service; or (iv) use the Professional Services or any Deliverables in any manner inconsistent with the Professional Services Terms. Unless stated otherwise in this section, the provisions of the MSA shall apply.

6. CHANGE CONTROL PROCESS 
   • In the event either Party requires changes to the scope of the Professional Services or Deliverables, it shall notify the other Party in writing with reasonable detail. Intralinks shall, within ten (10) Business Days after receiving such written notification, provide Client with a written proposal in relation to the relevant change request (“Change Control Order”), unless otherwise agreed in writing. Client shall review the Change Control Order without undue delay and, in any event, within ten (10) business days of receipt, shall either accept (with or without modifications) or reject it. No change shall take effect unless and until the Change Control Order has been executed by both Parties.

7. NON-SOLICITATION
   • Neither Party shall solicit or hire, in any capacity whatsoever, any of the other Party’s employees involved with the delivery of the Professional Services during the term of the applicable Form and for a period of six (6) months from the termination hereof, without the express written consent of the other Party.

A.3 - Service-Specific Terms for Professional Services

1. DATA TRANSFER SERVICES (DTS / SFTP)
   • In addition to the obligations set out in Part A.2 above, the following terms shall apply where data transfer services (including DTS, SFTP or similar services) are provided.
   • Client shall:
     • host the SFTP server and provide Intralinks with the necessary SFTP credentials to enable connection and transfer of the End User Files;
     • ensure that its network is configured to allow connectivity from Intralinks, including providing all required IP address information;
     • grant the necessary access rights to designated Professional Services API service accounts for all relevant Exchanges, which may be recorded in audit logs;
     • provide a named contact and contact details for the ongoing support and maintenance of the SFTP connection;
     • notify Intralinks in writing of any changes to the SFTP connection details at least fourteen (14) days in advance, and acknowledge that such changes may be subject to additional charges under the Change Control Process;
     • be responsible for maintaining and backing up all files transferred to the SFTP server;
     • be responsible for ensuring that all files paths within the Intralinks platform do not exceed 220 characters; and
     • be responsible for reconciliation of transferred data, and acknowledge that any log files produced by Intralinks are for audit purposes only.

2. ITSM / INTEGRATION SERVICES 
   • In addition to the assumptions, obligations and limitations set out in Part A.2 above the following terms shall apply where ITSM, integration or lifecycle management services are provided.
   • Client shall:
     • be responsible for developing, testing, implementing, supporting and maintaining its ITSM system, forms and logic, email alerting, and its Client API layer;
     • deliver its API layer within the agreed timeframe during the Discovery Phase;
     • ensure that all communication to the Intralinks web service is through API layer only. Client is responsible for all communication between its ITSM and Client API layer;
     • ensure that that only valid and approved requests are submitted to the Intralinks web service;
     • ensure that its infrastructure initiates all API calls and requests to the Intralinks web service;
     • maintain and protect all authentication credentials used in connection with the integration; and
     • where the integration supports the creation of Exchanges, ensure that such Exchanges are based upon pre-agreed templates and shall be responsible for maintaining such templates and the associated decision logic;
   • All Client development and testing activities will be conducted on an Intralinks non-production environment;
   • Client acknowledges that communication within the Intralinks platform is performed via the API layer only, and there is no direct integration between the Client’s ITSM system and the Intralinks platform;
   • The Professional Services are limited to those expressly set out in the applicable Form, and any services outside such scope shall be subject to the Change Control Process;
   • Inventory reports (if applicable) will be updated on the web service on a daily basis,
   • Up to three (3) inventory reports may be provided, subject to requirements gathering and feasibility;
   • The web service API is developed in modules that allow Client to combine functions and execute other processes;
   • For the purposes of enabling and using the Org Admin Role, data rationalizations of contracts within its organization(s) on the Intralinks systems is required;
   • The Org Admin role must be enabled in the environment and requires the signature of the Org Admin form;
   • The Org Admin role is required in order to manage cross Exchange functions;
   • Service account End Users may need to be added to Exchanges and workspaces in order to execute certain functions;
   • Development and test environments will be supported during standard business hours (weekdays, 9am to 5pm GMT).
   • The production environment will be supported in accordance with Intralinks’ production support processes from the go-live date.
   • Intralinks shall provide a secure authentication method for Client’s solution, restricted for us only within Client’s designated environments.

PART B – DEAL SERVICES

The terms in this Part B apply only to Deal Services agreed in a Form.

B.1 Deal Services Catalogue

1. AVAILABLE DEAL SERVICES 
   • Intralinks makes available the following services (together, the “Deal Services”), which may be requested by Client from time to time and agreed in the applicable Form:

• The description of the Deal Services in this Part B are indicative only. The full scope, deliverables, timelines, and any assumptions or dependencies regarding Client’s specific requests shall be set out in the relevant Form.
• Intralinks shall only be obliged to perform Deal Services that are expressly agreed in the relevant Form.
• Intralinks may update, modify or discontinue any of the Deal Services listed in this Part B from time to time, provided that such changes shall not affect any Deal Services already agreed in the relevant Form.
• The parties may agree in a Form to the provision of services not listed in this Part B, which shall be treated as Deal Services for the purposes of these T&Cs.

B.2 General Terms for Deal Services

1. SCOPE OF DEAL SERVICES 
   • Intralinks shall provide the Deal Services described in the applicable Form.
   • Client acknowledges that completion of the Deal Services is dependent on clear and timely instructions from Client.
   • The deliverables set out in the applicable Form are based on the type, quantity, language and other relevant characteristics of the documents, files, tasks or services requested by Client at the time of execution of the applicable Form (the "Initial Scope").
   • The actual scope of Deal Services performed by Intralinks (the "Final Scope") may differ from the Initial Scope based on the actual type, quality, quantity, language, complexity or nature of the documents, files, tasks or services provided or requested by Client.
   • Any changes to the Initial Scope may impact pricing, timelines, resource requirements and deliverables and may require the Change Control Process set out below.

2. CLIENT OBLIGATIONS
   • Client shall:

• assign a main point of contact and appropriate personnel to engage with Intralinks;
• ensure that meetings, which shall be conducted remotely unless otherwise agreed in writing, with Client's designated third parties shall not be unreasonably delayed or cancelled;
• respond without undue delay to Intralinks' questions related to the provision of the Deal Services;
• provide timely confirmation of receipt of submitted deliverables and provide feedback as requested; and
• grant Intralinks access to the relevant Exchange and any materials reasonably required for provision of the Deal Services.
• Client shall comply with any additional obligations applicable to the relevant Deal Services as set out in the applicable Form or in Section B.3 below.

3. ADDITIONAL TERMS 
   • Intralinks shall use commercially reasonable efforts to deliver and assist Client with the Deal Services in a professional manner within the agreed timeframe. However, Client acknowledges that Intralinks cannot provide any warranty that the deliverables will be error free.
   • Services will be provided exclusively on weekdays, from Monday through Friday (excluding Bank Holidays), for a standard workweek of forty (40) hours, with eight (8) hours per day. Weekend work, or hours exceeding the forty-hour (40-hour) standard workweek, will be subject to a different rate than the standard rate outlined in the relevant Form, and will require advance approval from Intralinks.

4. CHANGE CONTROL PROCESS 
   • In the event either party requires changes to the scope of the Deal Services or Deliverables, it shall notify the other party in writing with reasonable detail. Intralinks shall, within ten (10) Business Days after receiving such written notification, provide Client with a written proposal in relation to the relevant change request (“Change Control Order”), unless otherwise agreed in writing. Client shall review the Change Control Order without undue delay and, in any event, within ten (10) Business Days of receipt, shall either accept (with or without modifications) or reject it. No change shall take effect unless and until the Change Control Order has been executed by both parties.

B.3 – Service-Specific Terms for Deal Services

1. TRANSLATION SERVICES
   • Translation Services consist of machine translation ("Machine Translation") and human translation ("Human Translation") of documents uploaded to an Exchange as requested by Client and in the languages offered by Intralinks at the time of the request.
   • Machine Transaction:
     • Machine Translation supports the following file types: docx, eml, pdf, pptx, xlsx. Files in formats not compatible with Machine Translation must be converted to a supported format by Client before undergoing Machine Translation. PowerPoint speaker notes and hidden PowerPoint slides are excluded from the default translation; it can be ordered by written request.  
     • The translated files will be uploaded to the Exchange under a folder called “Translated” and the Translation Services do not include renaming and or organizing folders or files, translation of file titles, creating matching structures, converting file type, formatting the content and renaming or translating titles; such services are available at additional fees and may be subject to project management fees, depending on the specific requirements and scope. 
     • Client acknowledges that: (i) machine-translated documents are for convenience and understanding purposes only, and are not to be used as certified or official translations; (ii) the translated files may contain index in the file names which can be removed subject to additional fee; (iv) translated files may contain watermarks which will not be removed by default ; (v) translated files will contain the suffix “_EN” if translated into English, for example (vi) formatting of the file is expected to change during the translation process, and therefore, the translated document will formatted differently from the original document; (vii) password protected files are not supported by Machine Translation and client understand the responsibility to share the files without password protection; (viii) the quality of the translation varies depending on the quality of the scan, images within the document, language and formatting may impact the quality of the translation; (ix) while Intralinks does not guarantee any level of accuracy, the estimated accuracy of Machine Translation is 40%-80% depending on the complexity and quality of the file.
     • Intralinks will apply the default suffix "_ENG" to file names where applicable in connection with Machine Translation Services. Client may request customized suffixes, which may require file renaming services and may be subject to additional fees.
     • Intralinks shall use commercially reasonable efforts to deliver and assist Client with the Machine Translation Services in a professional manner within the agreed timeframe. However, Intralinks does not and cannot guarantee the accuracy, reliability or completeness of the Machine Translation Services.
   • Human Translation:
     • Depending on the specific requirements and scope of the project, file formatting for Human Translation may be subject to project management fee and in cases where the images contain non-editable text, an additional fee will apply.
     • Client acknowledges that: (i) PowerPoint speaker notes and hidden PowerPoint slides are excluded from the default scope of Human Translation, requiring written request; (ii) For any image translation, Intralinks will make reasonable efforts to recreate the image to mimic the original. However, exact replication may not be possible; (iii) Intralinks cannot guarantee the final format of the translated files.
   • Client Obligations:
     • In addition to the obligations set out in Part B.2, Client shall:
   • organize files for translation into folder(s) and advise Intralinks on folder(s) that need to be translated as well as unhide any hidden slides in the original files if they should be included in the translation;
   • notify Intralinks before adding files for translation or moving and or removing files from the working folder. Files shall be added to a separate folder to avoid disruption to the working folders; and
   • convert files to be translated to a format compatible with the format types accepted by Intralinks before translation.

2. REDACTION SERVICES 
   • Intralinks shall redact documents uploaded to an Exchange as requested by the Client in accordance with the guidelines set forth in the Order Form. The redaction services will include redaction of any words or figures and may include personally identifiable information (PII) and/or commercially sensitive information (CSI) as instructed by Client and agreed by Intralinks
   • Client must provide Intralinks with the specific guidelines for PII and CSI. Such request must be in writing and will be subject to Intralinks’ prior approval. Any delay in the provision of such guidelines will delay the rendering of the Redaction Services accordingly.
   • In addition to the obligations set out in Part B.2, Client shall:

• organize files for redaction into working folder(s) and advise Intralinks of the names and location of the working folder(s) that need to be redacted;
• notify Intralinks before adding files for redaction or moving/removing files from the working folder. New files shall be added to a separate folder to avoid disruption to the working folders; and
• provide detailed guideline for Commercially Sensitive Information (CSI) redaction via email.
  • Intralinks shall use commercially reasonable efforts to deliver and assist the Client with the Redaction Services in a professional manner within the agreed timeframe. However, Client acknowledges that Intralinks cannot provide any warranty that the deliverables will not be error free.
  • Client acknowledges that Intralinks will apply the default suffix "_redacted". Application of customised suffixes, such as, "_PII redacted", "_CSI redacted" and "_PII CSI redacted" may be provided at additional renaming fee and or project management fee. 
  • Should Intralinks' support for organizing and renaming documents be required, additional fees will incur, and the Change Control process must be followed.
  • Microsoft Word, PowerPoint, text, email (excluding email attachments) and image files will be converted to PDFs upon redaction. Microsoft Excel files will be redacted in its native format and will be billed based on the number of printed pages.
  • Intralinks cannot guarantee definite support for languages identified outside the Initial Scope.

3. TRANSACTION SERVICES 
   • Transaction Services for Q&A:
     • Transaction Services for Q&A consist of: setting-up and creation of Q&A rules; (ii) delegating questions and subject matter experts; (iii) managing workflows; (iv)deleting duplicated questions; (v) creating Q&A reports; and (vi) managing Q&As in Excell formats.
     • In addition to the obligations set out in Part B.2, Client shall organize files into working folder(s) and advise Intralinks of the names and location of the working folder(s) that need to be completed. 
     • Drafting answers to Q&As is not included within the scope of the Transaction Q&A Services.
   • Transaction Services for Document Collection :
     • Transaction Services for document collection (“Document Collection” or “DCS”) consists of: (i) the sorting out of documents from a data dump; (ii) ensuring that the data room is fully populated based on a checklist to be pre-approved by the parties; (iii) collecting and chasing missing documents; (iv) coordinating the process involving missing documents; (v) collecting files based on seller, buyer or investor requirements; (vi) permissioning End-Users based on Client’s instructions; and (vii) project management of the overall project, including by conducting discovery and kick-off sessions.
     • In addition to the obligations set out in Part B.2, Client shall:
   • provide the data or share details via email of the source files that need to be completed, as well as any necessary instructions, which should be as comprehensive as possible considering industry standards for similar work; and
   • notify Intralinks before adding files for work or moving or removing files from the working folder(s). New files shall be added to a separate folder to avoid disruption to the working folders.
     • Transaction Services for Document Quality Services :
       • Transaction Services for document quality (“Document Quality” or “DQS”) consists of: (i) renaming files according to Client instructions and or industry best practices; (ii) verification of files by opening each file to ensure it is not corrupt or password-protected; (iii) checking the quality of the documents to verify if it has been signed where applicable; (iv) checking for duplications and sanity (e.g. pages up-side-down, legible, etc.); (v) formatting conversion such as Word to PDF; (vi) checking and or searching for final versions of documents to be uploaded to the Exchange; (vii) project management, Duplicate checks, including by conducting discovery and kick-off sessions.
       • In addition to the obligations set out in Part B.2, Client shall:
     • provide the data or share details via email of the source files that need to be completed, as well as any necessary instructions, which should be as comprehensive as possible considering industry standards for similar work; and
     • notify Intralinks before adding files for work or moving or removing files from the working folder(s). New files shall be added to a separate folder to avoid disruption to the working folders.
       • Transaction Services for Non-Disclosure Agreements:
         • Transaction Services for non-disclosure agreements (“NDA” or “NDA Services”) consist of: NDA management designed to facilitate the handling of NDAs throughout Client’s deal lifecycle. This includes tasks such as drafting, distributing, negotiating, revising, and collecting signed NDAs once completed.
         • A comprehensive playbook containing the specific requirements applicable to the NDA Services is required for the execution of the Services by Intralinks. Client’s approval of such playbook will be required prior to the initiation of the Services (“Playbook”).
         • Client acknowledges that the completion of the NDA Services is dependent on clear and timely instructions from the Client; and that the deliverables outlined in this Section and in the Order Form are based on Client making the NDA template/parameter sheet available and the parties agreeing on the Playbook (“Initial Scope”).
         • Expedited NDA Services might be available based on the length of the documents and specific Client’s requirements as determined during discovery/kick-off call. Expedited NDAs must be provided by 2 PM ET cut-off to qualify for the same business day turnaround time.
         • In addition to the obligations set out in Part B.2, Client shall:
       • provide Intralinks with samples of prior negotiated NDA templates. If samples are not available, Intralinks will use Client's NDA template to create the Playbook; and
       • participate in a detailed working session to build the Playbook and acknowledges that the NDA Services cannot be initiated until the Playbook has been fully approved by Client.
         • Transaction Services for Custom Reports:
           • Custom Reports consist of reporting services relating to transactions, projects, Exchanges, End Users, documents and other activities within Client's environment, including formatted reports and/or raw data extracts as agreed in the applicable Form.
           • In addition to the obligations set out in Part B.2, Client shall be responsible for communicating relevant Intralinks capabilities to impacted employees within its organisation.
           • Client acknowledges that access to Client’s Exchange(s) shall remain subject to the applicable Exchange access configuration and permissionings settings.
           • Any changes to the specifications of a Custom Report may constitute a change in scope and may require the Change Control Process.
           • Client represents and warrants that it, or its Affiliates, owns each Exchange included within the scope of the applicable Custom Report.
           • Where a Custom Report includes End Users associated with specified email domains, Client represents and warrants that the receipt and use of such Report does not violate any agreement with any arranger, End User or third party, or any applicable law, regulation or court order. Client further represents and warrants that the monitoring of End Users based on such email domains does not violate any applicable law, regulation or third-party rights.
           • Client shall defend, indemnify and hold harmless Intralinks, its Affiliates, directors, officers and employees from and against any damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to a breach of the representations and warranties set out in Sections 3.5.5 and 3.5.6, or any disclosure or use of a Custom Report by Client, its Affiliates or their respective employees or agents in violation of Client's confidentiality obligations.

PART C – ALTS AND MIGRATION SERVICES

The terms in this Part C apply only to Alts and Migration Services agreed in a Form.

C.1 Alts and Migration Services Catalogue

1. AVAILABLE ALTS AND MIGRATION SERVICES
   • Intralinks makes available the following services (together, the “Alts and Migration Services”), which may be requested by Client from time to time and agreed in an applicable Form:

• The description of the Alts and Migration Services in this Part C are indicative only. The full scope, deliverables, timelines, and any assumptions or dependencies regarding Client’s specific requests shall be set out in the relevant Form.
• Intralinks shall only be obliged to perform Alts and Migration Services that are expressly agreed in the relevant Form.
• Intralinks may update, modify or discontinue any of the Alts and Migration Services listed in this Part C from time to time, provided that such changes shall not affect any Alts and Migration Services already agreed in the relevant Form.
• The parties may agree in a Form to the provision of services not listed in this Part C, which shall be treated as Alts and Migration Services for the purposes of these T&Cs.

C.2 General Terms for Alts and Migration Services

1. SCOPE OF ALTS AND MIGRATION SERVICES 
   • Intralinks shall provide the Alts and Migration Services described in the applicable Form.
   • Client acknowledges that completion of the Alts and Migration Services is dependent on clear and timely instructions from Client.
   • The description of the Alts and Migration Services, including the project plan (kick-off, prep, setup, execution, testing, cut-over, closure) and specific deliverables set out in the applicable Form are based on Client’s request at the time of execution of the applicable Form (the "Initial Scope").
   • Any changes to the Initial Scope may impact pricing, timelines, resource requirements and deliverables and may require the Change Control Process set out below.
   • Bulk-volume requests, complex manual changes, dependency-heavy activities or requests requiring extended operational effort may remain within the service offering but will be subject to additional feasibility review, timeline confirmation and/or commercial approval.

2. CLIENT OBLIGATIONS
   • Client shall:
     • assign a main point of contact and appropriate personnel to engage with Intralinks;
     • ensure that meetings, which shall be conducted remotely unless otherwise agreed in writing, with Client's designated third parties shall not be unreasonably delayed or cancelled;
     • provide complete, accurate and approved instructions, information and supporting documentation required for Intralinks to perform the Alts and Migration Services;
     • provide sufficient advance notice for requested activities and shall respond without undue delay to Intralinks' questions related to the provision of the Alts and Migration Services;
     • provide timely confirmation of receipt of submitted deliverables and provide feedback as requested; and
     • grant Intralinks access to the relevant Exchange and any materials reasonably required for provision of the Alts and Migration Services;
     • communicate Intralinks' role and service capabilities to relevant individuals within Client's organisation; and
     • where the Alts and Migration Services involve End User Files: (i) not upload files outside the scope defined in applicable Form; and (ii) notify Intralinks before adding, moving, or removing End User Files during an in-flight engagement.

3. TIMELINE AND DEFERRED ENGAGEMENT
   • Timeline: The kick-off will start within the timeframe specified in the applicable Form. Deliverables are expected to be completed within the timeframe stated in the applicable Form, subject to Client resource availability, testing requirements, and clear and timely Client instructions.
   • Deferred Engagement: If the applicable Form specifies a deadline by which Client must engage Intralinks to commence the Alts and Migration Services (a "Kick-off Deadline"), and Client fails to engage Intralinks by that Kick-off Deadline, then — at Intralinks' election as stated in the applicable Form — either: (i) a Delayed Engagement Fee (as specified in the applicable Form) shall become due and payable in addition to any fees already invoiced; or (ii) the applicable Form shall terminate immediately, and all fees paid under the applicable Form shall be non-refundable. Any Client-caused delay may result in a timeline adjustment via the Change Control Process.

4. ROLES AND RESPONSIBILITIES
   • Intralinks will assign appropriate resources to complete the Deliverables (Project Manager, Migration Specialist / Digital Onboarding Team / Delivery Engagement Manager, Client Success Manager, as applicable). Performance is not solely dependent upon any single Intralinks resource; final resource assignment is confirmed during discovery. Client will assign a Project Manager (main POC) and, where technical work is involved, an IT Lead / Team responsible for legacy repository administration and delivery of legacy data.

5. COMPLETION CRITERIA 
   • Intralinks shall have fulfilled its obligations under the applicable Form when Intralinks completes all Deliverables and activities described in such Form.
   • Acceptance of the Alts and Migration Services shall be deemed, if there is no objection by written notice sent by Client within ten (10) business days of delivery (“Acceptance Period”), of such applicable deliverables or Alts and Migration Services.
   • If any objection is raised in writing by Client within the Acceptance Period, Intralinks shall use reasonable efforts to remedy the Deliverables or Alts and Migration Services, as applicable, taking into account the objection raised by Client. The Alts and Migration Services and/or Deliverables, as applicable, shall be resubmitted to Client for acceptance.
   • If no objection is raised by Client within ten (10) business days from date of re-delivery of such re-performed Deliverables or Alts and Migration Services, then acceptance shall be deemed. In the event of any subsequent express objection by Client on remedied portion of the Deliverables or Alts and Migration Services or failure of Intralinks to reasonably satisfy the acceptance criteria set forth in these T&Cs, Client may terminate the relevant Form. In the event of any such termination of the Form, Client will not be absolved from the liability to pay any Service cost for the efforts and expenses incurred by Intralinks.

6. INTELLECTUAL PROPERTY RIGHTS 
   • As between the parties, Intralinks owns and shall retain all right, title, and interest in and to the Alts and Migration Services and any Deliverables, all components thereof, including without limitation all related applications, user interface designs, processes, software and source code, and any and all future enhancements or modifications thereto howsoever made, and all intellectual property rights therein. Client shall not (i) redistribute for commercial purposes, reverse engineer, disassemble, transfer, distribute or otherwise commercially exploit the Alts and Migration Services or any Deliverables; (ii) modify or make derivative works based upon the Alts and Migration Services or any deliverables; (iii) access the Alts and Migration Services in order to build a competitive product or service; or (iv) use the Alts and Migration Services or any Deliverables in any manner inconsistent with the Alts and Migration Services Terms. Unless stated otherwise in this section, the provisions of the MSA shall apply.

7. CHANGE CONTROL PROCESS 
   • In the event either Party requires changes to the scope of the Alts and Migration Services or Deliverables, it shall notify the other Party in writing with reasonable detail. Intralinks shall, within ten (10) Business Days after receiving such written notification, provide Client with a written proposal in relation to the relevant change request (“Change Control Order”), unless otherwise agreed in writing. Client shall review the Change Control Order without undue delay and, in any event, within ten (10) business days of receipt, shall either accept (with or without modifications) or reject it. No change shall take effect unless and until the Change Control Order has been executed by both Parties.

8. NON-SOLICITATION
   • Neither Party shall solicit or hire, in any capacity whatsoever, any of the other Party’s employees involved with the delivery of the Alts and Migration Services during the term of the applicable Form and for a period of six (6) months from the termination hereof, without the express written consent of the other Party.

9. SERVICE LEVELS AND WORKING HOURS 
   • General: Where an SLA is included in the applicable Form, all turnaround times are best-effort within standard working hours and assume timely receipt of complete, consolidated requests from Client. SLAs may be impacted by volume spikes, launch activity, or competing urgent work across shared delivery resources. Delivery resources are shared across clients and are not dedicated exclusively to any single engagement.
   • Default Working Hours: Unless the applicable Form specifies otherwise, requests are received and executed Monday through Friday, during business hours in the Intralinks delivery region stated in that Form. Requests received after business-hour cutoff, on weekends, or on public holidays are processed the next business day.
   • Urgent Requests (if enabled in Form): Where the applicable Form permits urgent requests (e.g., removing users, correcting permission errors, resolving access blockers), such requests will be addressed the same business day if received by the cutoff time stated in that Form. Repeated use of the urgent-request channel may be reviewed and requests redirected to standard workflow.
   • Per-Service Overrides: Service-specific working hours, urgent-request cutoffs, and target turnaround times (e.g., DDQ target timelines by question volume, FCFR PST-based service windows) are stated in the applicable Form and override the defaults above.

10. POST-IMPLEMENTATION SUPPORT
    • Where the applicable Form includes post-implementation support, Client may submit ad-hoc requests requiring assistance from the applicable Intralinks delivery team. All such requests are subject to the delivery team's review and availability. Post-implementation support beyond the scope or period identified in the Form is subject to the Change Control Process set forth above and additional fees.

C.3 Service-Specific Terms for Alts and Migration Services

1. FUNDCENTRE REPORTING (FCR) – STANDARD MANAGED SERVICE
   • In addition to the obligations set out in Part C.2 above, the following terms shall apply where the FRC managed services are provided.
   • Client shall:
     • provide all information reasonably required to complete the requested activity, including the portal name, portal ID, FundCentre Reporting product confirmation, business requirements and supporting documentation where applicable;
     • submit task requests in consolidated batches rather than on a staggered or ad-hoc basis; and
     • ensure that any required end-user training, internal approvals, data validation and business sign-off have been completed before requesting managed service support;
   • Client acknowledges that posting services are not included within FCR managed services and may be provided as a separate service at additional cost.

2. POSTING AS A SERVICE – STANDARD MANAGED SERVICE
   • In addition to the obligations set out in Part C.2 above, the following terms shall apply where posting managed services are provided.
   • Client shall:
     • submit posting requests to the designated service mailbox or agreed request intake channel;

(b) be responsible for providing complete and approved posting documents in a finalized format (including the portal name, portal ID, required posting date, posting instructions and supporting metadata where applicable) , such that no additional editing, processing, or manipulation is required;   

• file splits, naming conventions, folder structures and document approval status must be completed before submission;

3. FUNDCENTRE FUNDRAISING (FCFR) – STANDARD MANAGED SERVICE
   • In addition to the obligations set out in Part C.2 above, the following terms shall apply where FCFR managed services are provided.
   • Client shall:
     • submit task requests in consolidated batches rather than on a staggered or ad-hoc basis;
     • provide the portal name, portal ID, FCFR product confirmation, complete business requirements and supporting documentation, where applicable; and
     • notify Intralinks in advance of key fundraise milestones where a surge in document uploads, User additions, or permission changes is anticipated, so that delivery capacity can be planned accordingly.
   • Client acknowledges that initial platform onboarding, client training, new platform functionality, custom development, third-party integrations and activities are not included in the scope of the FCFR managed services unless otherwise agreed in writing.

4. DUE DILIGENCE QUESTIONAAIRE (DDQ) SERVICE
   • In addition to the obligations set out in Part C.2 above, the following terms shall apply where DDQ Services are provided.
   • Client shall:

• identify and communicate any client-specific terminology, abbreviations, formatting preferences, or response requirements in advance;
• provide any updated reference documentation directly to the Intralinks team and not upload it to the portal while the DDQ Service is in progress;
• notify Intralinks of all applicable submission deadlines with sufficient advance notice; and
• review the draft responses and provide consolidated feedback within the agreed timelines.
  • Client acknowledges that:
• all AI-generated draft responses require Client review, validation, and final approval before submission or use;
• Intralinks’ quality assurance review is limited to completeness, formatting, and apparent retrieval issues and does not validate factual, financial, legal, regulatory, or compliance accuracy;
• questions that cannot be answered due to incomplete or unavailable supporting documentation will be identified and returned to Client for review;
• each DDQ deliverable will undergo a pre-delivery quality assurance review by Intralinks;
• the quality assurance review will be performed on a spot-check basis, focusing on answer usability, blank responses, and apparent gaps, and will not constitute a comprehensive review of every response;
• the DDQ Service supports the preparation of draft responses only and does not guarantee that a response can be produced for every question within a DDQ;
• incomplete, unreadable, outdated, or inaccurate documentation may affect delivery timelines and the quality or accuracy of the draft responses;
• AI-assisted retrieval and response-generation performance may vary based on the subject matter, structure, formatting, and complexity of the source documentation; and
• the DDQ Service is limited to supporting the preparation of DDQs through the standard functionality available within FCFR and does not replace the responsibilities of Client’s investment, legal, compliance, or other professional teams.