Fitch Trial Agreement

NON-DISCLOSURE AND EVALUATION AGREEMENT NUMERIX IS WILLING TO LICENSE NUMERIX’S SOFTWARE PRODUCT AND ANY ACCOMPANYING DOCUMENTATION (collectively, the “Software”) AND DATA PROVIDED BY FITCH SOLUTIONS (“Data”) TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT THE TERMS CONTAINED IN THIS NON-DISCLOSURE AND EVALUATION AGREEMENT (this “Agreement”). BY CLICKING ON THE “YES” BUTTON, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, THEN NUMERIX IS UNWILLING TO LICENSE THE LICENSED MATERIALS TO YOU, IN WHICH EVENT YOU SHOULD CLICK THE “NO” BUTTON AND THE DOWNLOAD AND/OR INSTALLATION WILL NOT PROCEED. Your use of the Software and Data indicates your acceptance of these terms and conditions. If you do not agree to these conditions, do not install or use the Software and Data. In this Agreement, “NumeriX” refers to NumeriX LLC, the licensor of the Software and Data, Fitch Solutions refers to Fitch Solutions, Inc., Licensed Materials refers, collectively, to the Software and Data, and “you” refers, collectively, to the person seeking permission to evaluate the Licensed Materials and the entity on behalf of which such person is seeking such permission. As the individual agreeing to this Agreement, if applicable, you represent that you have the authority to bind, to the terms and conditions hereof, the entity on behalf of which you are seeking permission to evaluate the Licensed Materials. You acknowledge that Fitch Solutions is an intended third party beneficiary of this Agreement, entitled to enforce the terms and conditions hereof directly and on its own behalf. 1. CONFIDENTIAL INFORMATION “Confidential Information” means nonpublic information that NumeriX discloses to you in connection with this Agreement and your evaluation of the Licensed Materials, whether disclosed before, simultaneously with or after the effectiveness of this Agreement. Confidential Information includes, without limitation, non-public information relating to released or unreleased NumeriX software products or Fitch Solutions data products (including without limitation, the Licensed Materials themselves), the marketing or promotion of any NumeriX or Fitch Solutions product, NumeriX’s or Fitch Solutions’ business policies or practices, financial information, technical information, computer systems, infrastructure designs, data, analysis, compilations, studies or other documentation and information received from NumeriX. All non-public information disclosed to you by NumeriX, its related entities and/or agents is covered by this Agreement. You agree that you will not provide NumeriX with any confidential information, or information relating to any customers, including any personal information. Absent a separately executed agreement regarding confidentiality, NumeriX undertakes no obligations of confidentiality or non-disclosure. 2. OBLIGATION OF NON DISCLOSURE You shall not use or disclose to third parties any Confidential Information following the date of its disclosure by NumeriX, except as provided for by this Agreement or in accordance with judicial or other governmental order (provided, in the case of any such order, you shall give NumeriX reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent). You shall safeguard the Confidential Information and segregate all Confidential Information from the confidential information of others in order to prevent commingling. You may disclose Confidential Information only to your employees or contractors on a need-to-know basis in connection with your evaluation of the Licensed Materials; provided, however, that in the case of contractors, you will only disclose Confidential Information to those who are not competitors of NumeriX or Fitch Solutions and with whom you have a written agreement containing obligations of confidentiality and non-disclosure that are no less restrictive than those contained in this Agreement. You may not reverse engineer, decompile or disassemble the Licensed Materials nor utilize the Licensed Materials for any purpose other than for the purpose of evaluating the Licensed Materials and entering into an agreement with NumeriX and/or Fitch Solutions relating thereto. 3. EVALUATION OF LICENSED MATERIALS (a) For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by NumeriX, NumeriX hereby grants to you, subject to the terms and conditions of this Agreement, a personal, non-transferable, non-exclusive, revocable license to use the Licensed Materials, on a single computer, for the period stipulated by the license key generated by NumeriX for your evaluation, only for non-production, non-commercial, test purposes, and solely to evaluate and test the functionality thereof. Any use of the Licensed Materials other than as expressly set forth in the previous sentence is prohibited. The license set forth herein may be terminated by NumeriX upon written notice to you. All rights, title and interest in and to the Licensed Materials (including without limitation, any improvement, enhancement, modification, translation, adaptation and derivative work thereof or thereto), and further including, without limitation, all intellectual property rights, belong to NumeriX and Fitch Solutions, and NumeriX (on its and Fitch Solutions’ behalf) holds title to each copy of the Licensed Materials, and any portion thereof. All rights in and to the Licensed Materials not expressly granted hereunder are reserved by NumeriX, Fitch Solutions, and their respective licensors. (b) You may not copy or otherwise reproduce, repackage, further transmit, transfer, disseminate, redistribute or resell the Licensed Materials, or store the Licensed Materials for subsequent use for any purpose, directly or indirectly, in whole or in part, in any form or manner or by any means whatsoever. (c) Although the Data as provided to you is based upon information obtained from sources Fitch Solutions believes in good faith to be reliable, you acknowledge that neither NumeriX nor Fitch Solutions represents, warrants or guarantees the accuracy, correctness, integrity, completeness or timeliness of any part of the Data and expressly acknowledge Fitch Solutions’ disclaimer that neither Fitch Solutions nor its affiliates audits or verifies the accuracy of the information provided to it by any third party, including without limitation, issuers, their representatives, accountants and legal advisors and others. Neither NumeriX nor Fitch Solutions recommends the purchase or sale of securities and does not give investment advice. A rating is not an opinion as to the value of securities. Some products included in the Data may include mathematical algorithms that compute theoretical approximations of value for certain securities. Neither NumeriX nor Fitch Solutions makes any representation or warranty that such evaluations are error-free, that input data supplied to or by Fitch Solutions for use in its evaluations is complete or free from errors, omissions, or defects, or that approximations of value generated by its models and evaluation methodologies necessarily correspond to the actual traded price which could be obtained on any given day for any particular security. Neither NumeriX nor Fitch Solutions is responsible for any credit, loan or investment decisions, damages or other losses resulting from the reliance upon or use of the Data. Neither NumeriX nor Fitch Solutions shall be responsible for any discrepancies that may exist between any Data provided to you and corresponding data contained in Fitch Solutions’ database after the time such Data was provided to you. (d) THE LICENSED MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED MATERIALS ARE WITH YOU. (e) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NUMERIX, FITCH SOLUTIONS OR ANY OF THEIR AFFILIATES OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, OR CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR SIMILAR DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, SUCH AS (BUT NOT LIMITED TO) LOST PROFITS, LOSS OF DATA OR GOODWILL, USE OF MONEY OR USE OF THE LICENSED MATERIALS, INTERRUPTION IN USE OR AVAILABILITY OF ANY DATA OR INFORMATION, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS OR THE SPECIFIC RESULTS OBTAINED, THROUGH THE USE OF THE LICENSED MATERIALS, EVEN IF NUMERIX OR FITCH SOLUTIONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR DAMAGES TO, OR FOR ANY CLAIM BY, ANY THIRD PARTY. 4. NOTICE OF DISCLOSURE You agree to notify NumeriX immediately upon discovery of any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement by you, and will cooperate with NumeriX in every reasonable way to help NumeriX regain possession of the Confidential Information and prevent its further unauthorized use. At NumeriX's request, you will enforce the confidentiality obligations of this Agreement against your employees and contractors during and after the term of their employment or engagement. 5. RETURN OF INFORMATION Upon NumeriX’s request, you will return or destroy all originals, copies, reproductions and summaries of Confidential Information and certify, in writing, to NumeriX that you have done so. 6. INJUNCTIVE RELIEF You acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that NumeriX or Fitch Solutions shall be entitled, without waiving any other rights or remedies, to such injunctive and other equitable relief (without bond and without the necessity of showing actual monetary damages) as may be deemed proper by a court. 7. INSPECTION NumeriX may visit your premises, with reasonable prior notice and during normal business hours, to confirm your compliance with the terms of this Agreement. 8. MISCELLANEOUS (a) All Confidential Information is and shall remain the property of NumeriX and Fitch Solutions. By disclosing information to you, other than as expressly set forth herein, NumeriX does not grant any express or implied right to or under NumeriX’s or Fitch Solutions’ patents, copyrights, trademarks, or trade secret rights. (b) This Agreement constitutes the entire agreement between you and NumeriX with respect to the subject matter hereof. None of the provisions of this Agreement shall be modified or waived, or deemed to have been modified or waived, by any act or acquiescence on the part of either party, its agents, or employees, but may only be modified or waived by a physical instrument in writing and manually signed by an authorized officer of each party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (c) If NumeriX or Fitch Solutions employs attorneys to enforce any rights arising out of or relating to this Agreement, NumeriX or Fitch Solutions (as applicable) shall be entitled to recover reasonable attorneys’ fees. This Agreement will be governed by and interpreted in accordance with the laws of New York State, United States (excluding its conflicts of laws rules) and both parties further consent to exclusive jurisdiction of the federal and state courts having authority over New York City, New York, United States in connection with any action arising out of this Agreement. Both parties hereby exclude the application of the Uniform Computer Information Transactions Act (“UCITA”), the United Nations Convention on the International Sale of Goods (“CISG”) and any law of any jurisdiction that would apply UCITA or CISG or terms equivalent to UCITA or CISG to this Agreement. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. I AGREE I DO NOT AGREE

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