IBM FEDEX SECURITY E5014702A

DIRECT EMAIL MARKETING (United States)

IBM Business Partner Agreement

PROFILE

We welcome you as an IBM Business Partner (BP).

This Profile includes details of IBM's authorization for an IBM Business Partner to actively market Products and Services as specified in the Details of Our Relationship section. Each party accepts the terms of the following (collectively called the "Agreement"): a) this Profile;

b) the General Terms (Z131-2124); and the following as referenced in this Profile; c) the Base Terms;

d) the Relationship Documents;

e) the Attachments;

f) the Transaction Documents; and

g) Exhibits, which can be accessed on IBM's Internet website at http://www.ibm.com/partnerworld/page/exhibits;

by signing or accepting this Profile (or another document that incorporates it by reference) by hand or, where recognized by law, electronically.

Transaction Documents and subsequent Base Terms, Relationship Documents, Attachments, Exhibits and Profile are accepted subject to the "Acceptance"; section of the General Terms. In entering into this Agreement, neither party is relying on any representation that is not specified in this Agreement including without limitation any representations concerning: i) estimated completion dates, hours, or charges to provide any Service; ii) performance or function of any Product or system, other than as expressly warranted by IBM; iii) the experiences or recommendations of other parties; or iv) results or sales BP may achieve.

Electronic Acceptance If an electronic contracting method is used to accept the terms of this Agreement, the Agreement start date and the details of the authorizations or modifications for each Marketing Authorization will be provided in IBM's electronic authorization confirmation, to the contact BP designates as the signatory in BP's PartnerWorld Profiling System profile which BP can access on the IBM PartnerWorld Internet website.

Once signed or accepted, (i) any reproduction of this Agreement, in whole or in part, made by reliable means (for example, electronic image, photocopy or facsimile) is considered an original and

(ii) all Products and Services ordered or marketed under this Agreement are subject to it. If BP has not already signed or accepted an IBM Agreement for Exchange of Confidential Information

(AECI) or other confidentiality agreement as agreed to by both parties (in either case, the "Applicable Confidentiality Agreement"), Business Partner's signature on, or acceptance of, this Agreement includes BP's acceptance of the AECI. Business Partner further agrees to comply with the terms of the IBM Code of Conduct.

Business Partner's signature or acceptance of the terms of this Agreement confirms that Business Partner has made no modifications to this Agreement prior to such signature or acceptance. Agreement Start Date: This Agreement is effective on the date signed by IBM or in IBM's electronic authorization confirmation as stated in the "Electronic Acceptance" section of this Profile. Duration: 2 Years*

Z131-2138-BP-US - 00 03-2017 Page 1 of 5

* Unless IBM specifies otherwise in writing, the Agreement will be renewed automatically for subsequent two-year periods. However, BP may advise IBM in writing not to renew. Each of us is responsible to provide the other three months' written notice if this Agreement will not be renewed. An Attachment or Relationship Document may have its own start date and duration. Agreement Number: USGFUMTMGT

Agreed to:

DIRECT EMAIL MARKETING

PO BOX 101

TIME WARNER CABLE DEPT

14201 BUFFALO

New York

Agreed to:

IBM Corporation

6303 Barfield Road NE

Atlanta GA 30328

BP_SIGNATURE

BP_NAME

BP_DATE

By:

Authorized signature

Name (type or print):

Date:

IBM_SIGNATURE

IBM_NAME

IBM_DATE

By:

Authorized signature

Name (type or print):

Date:

Z131-2138-BP-US - 00 03-2017 Page 2 of 5

YOVANI ZAYAS

2017-12-11

e-Signed by YOVANI ZAYAS

on 2017-12-11 03:34:18 GMT

DETAILS OF OUR RELATIONSHIP

Geographic Scope and Governing Law

Geographic Scope: American Samoa, Guam, Marshall Islands, Micronesia/ Federated States Of, Northern Mariana Islands, Palau, Puerto Rico, United States Minor Outlying Islands, United States, Virgin Islands/ U.S.

The rights, duties and obligations of each party are valid only in the country(ies) listed above except that all licenses are valid as specifically granted.

Governing Law: Both parties agree to the application of the laws of the State of New York to govern, interpret, and enforce all of Business Partner's and IBM's respective rights, duties and obligations arising from, or relating in any manner, to the subject matter of this Agreement, without regard to conflict of law principles.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement remain in full force and effect.

The "United Nations Convention on Contracts for the International Sale of Goods" does not apply. Marketing Authorization

Business Partner is authorized to Resell and / or act as an IBM Marketing Assistant for the IBM Products

& Services as specified in the ‘Product and Services Authorization’ section below. Each of us agrees to the terms of the following by signing this Profile. Copies of the Attachments are included.

APPLICABLE DOCUMENTS

RESELL:

Resale Base Terms Z131-2125

Direct Acquisition Attachment Z131-2126

Product Relationship Document Z131-2127

Services Relationship Document Z131-2108

Financing Services Attachment Z131-2147

Capacity on Demand Attachment Z131-2103

IBM as Subcontractor for Services Acquired from an IBM Distributor Attachment

Z131-2114

IBM as Subcontractor for Services Acquired from IBM Attachment Z131-2113 Trial Attachment Z131-2106

Federal Government Reseller Attachment Z131-2134

Federal Government Certification Attachment Z131-2135 ServiceElite for Resellers Attachment Z131-2121

North American Marketing Attachment Z131-2107

MARKETING ASSIST:

Marketing Assist Base Terms Z131-2128

Z131-2138-BP-US - 00 03-2017 Page 3 of 5

Product and Services Authorization

Under the terms of this Agreement, BP is authorized to market the Products and Services listed below. Authorized

to Purchase

directly

from IBM

(Yes/No)

Authorized

to Purchase

from an IBM

Distributor

(Yes/No)

Authorized

to Resell to

End Users

(Yes/No)

Authorized

to Resell to

Government

End Users

Only

(Yes/No)

Authorized

to Market

under

Marketing

Assist

Terms

(Yes/No)

Systems Machines and Software

Systems Lab Services Yes No Yes No Yes

DataPower SOA

Appliance

No Yes Yes No No

Category z1 No Yes Yes No No

z/OS OTC Software:

Application and

Integration Middleware

No Yes Yes No No

z/OS OTC Software:

Information

Management

No Yes Yes No No

z/OS OTC Software: IT

Management

No Yes Yes No No

Category z3 Yes No Yes No No

Category z1 Yes No Yes No No

Category z2 Yes No Yes No Yes

z/OS OTC Software:

Application and

Integration Middleware

Yes No Yes No Yes

MLC Software Yes No No No Yes

z/OS OTC Software:

Information

Management

Yes No Yes No Yes

z/OS OTC Software: IT

Management

Yes No Yes No Yes

Category P1 No Yes Yes No Yes

Category P2 No Yes Yes No Yes

Category P3 No Yes Yes No Yes

Category P1 Yes No Yes No Yes

Category P2 Yes No Yes No Yes

Category P3 Yes No Yes No Yes

Category S1 No Yes Yes No Yes

Category S2 No Yes Yes No Yes

Category S3 No Yes Yes No Yes

Category S1 Yes No Yes No Yes

Z131-2138-BP-US - 00 03-2017 Page 4 of 5

Category S3 Yes No Yes No Yes

Category S2 Yes No Yes No Yes

Services

RESILIENCY No Yes Yes No Yes

Cloud No Yes Yes No Yes

GTS Service-S&D

(Storage and Data

Services)

No Yes Yes No Yes

Technology Support

Services

No Yes Yes No Yes

NETWORKSERVS No Yes Yes No Yes

GTS Service-MW

(Middleware Service)

No Yes Yes No Yes

Security Services No Yes Yes No Yes

GTS Service-Server

(Server Services)

No Yes Yes No Yes

RESILIENCY Yes No Yes No Yes

Cloud Yes No Yes No Yes

GTS Service-S&D

(Storage and Data

Services)

Yes No Yes No Yes

Technology Support

Services

Yes No Yes No Yes

NETWORKSERVS Yes No Yes No Yes

MOBILITY Yes No Yes No Yes

GTS Service-MW

(Middleware Service)

Yes No Yes No Yes

Security Services Yes No Yes No Yes

GTS Service-Server

(Server Services)

Yes No Yes No Yes

Financing

Financing No Yes Yes No Yes

Financing Yes No Yes No Yes

Financing company: IBM Corporation

End of this document

Z131-2138-BP-US - 00 03-2017 Page 5 of 5

IBM Business Partner Agreement

General Terms

These General Terms govern IBM’s relationship with Business Partner and transactions under such relationship in which Business Partner markets Products and Services from IBM. 1. Definitions

Agreement (also called “IBM Business Partner Agreement”) – these General Terms and additional terms provided by IBM in applicable Profiles, Base Terms, Attachments, Relationship Documents, Exhibits and Transaction Documents.

Appliance - an IBM Program and IBM Machine combination designed for a particular function. Unless otherwise provided, terms that apply to a Program apply to the Program component of an Appliance and terms that apply to a Machine apply to the Machine component of an Appliance. Built in Capacity (BIC) - computing resource (e.g., processors, storage and other functionality) that IBM provides for a Machine.

Business Partner (also called “IBM Business Partner” or “BP”) – a business entity that has an IBM Business Partner Agreement with IBM under which it is approved to acquire or market Products or Services.

Cloud Service – an IBM branded offering hosted or managed by IBM and made available via a network. Customer – either an End User or a Reseller.

Distributor – a business entity which acquires Products or Services under the terms of the IBM Business Partner Agreement for resale to Business Partners which are outside the Distributor’s Enterprise and who are authorized by IBM to market to End Users, unless otherwise authorized by IBM. End User – a party who acquires Products or Services for its own use and not for resale. The term

“End User” does not include Business Partner, a party who is a part of the Enterprise of which Business Partner is a part, Business Partner’s parent company, or any company which shares common ownership with Business Partner.

Enterprise – any legal entity (such as a corporation) and the subsidiaries it owns by more than 50 percent. The term “Enterprise” applies only to the portion of the Enterprise located in the country(ies) specified in the Profile.

IBM License, IBM Services and Product Terms – the license, Services and Product terms

(collectively) described in section 11.1 (IBM License, Services and Product Terms) of this Agreement. IBM Machine – an IBM branded hardware device, its features, conversions, upgrades, elements, or accessories, or any combination of them.

IBM Product – an IBM Machine, IBM Program or Appliance. IBM Program – an IBM branded computer program (software) and related material available for license from IBM subject to the payment of charges.

IBM Service – performance of a task, provision of advice and counsel, assistance, support, or access to a resource (such as an information database) by IBM. Unless otherwise specified in the Agreement, the term “IBM Service” includes Cloud Services.

Machine – an IBM Machine or a Non -IBM Machine (including other equipment) that IBM approves Business Partner to market. Machines may include Machine Code and Built in Capacity. General Terms : Z131-2124-US - 00 01-2017 Page 1 of 15 Machine Code (MC) – computer instructions, fixes, replacements and related materials, such as data and passwords relied on, provided, used with or generated by MC, that permit the operation of the machine's processors, storage or other functionality. Information specific to a Machine is in a document entitled “Official Published Specifications” which is available on request. Non-IBM Machine – a third party hardware device, its features, conversions, upgrades, elements, or accessories, or any combination of them that IBM approves Business Partner to market. Non-IBM Product – a Non-IBM Machine or Non-IBM Program. Non-IBM Program – a third party computer program (software) and related material that IBM approves Business Partner to market subject to the payment of charges. Non-IBM Service – performance of a task, provision of advice and counsel, assistance, support, or access to a resource (such as an information database) by a third party that IBM approves Business Partner to market.

Operations Guide (or "operations guide") – details, processes, procedures, and other pertinent information which IBM provides to Business Partner in published forms or through IBM’s electronic information systems.

Product – an IBM Product or a Non-IBM Product.

Program – an IBM Program or a Non-IBM Program that IBM approves Business Partner to market. The term “Program” does not include Machine Code.

Project Materials –works of authorship (such as software programs and code, documentation, reports, and similar works) that IBM develops for Business Partner or Business Partner’s End User as part of a Service. The term “Project Materials" does not include Programs, Machine Code, or other items available under their own license terms or agreements. Related Company – any corporation, company, or other business entity: a. more than 50 percent of whose voting shares is owned or controlled, directly or indirectly, by either party; or

b. which owns or controls, directly or indirectly, more than 50 percent of the voting shares of either party; or

c. more than 50 percent of whose voting shares is under common ownership or control, directly or indirectly, with the voting shares of either party. However, any such corporation, company, or other business entity is a “Related Company” only so long as such ownership or control exists. "Voting shares" are outstanding shares or securities representing the right to vote for the election of directors or other managing authority. Reseller – a business entity that acquires Products or Services for resale marketing. Service – an IBM Service or a Non-IBM Service.

Trademark – any title, trademark, registered trademark, or service mark (including without limitation the IBM Business Partner title and emblem) owned by International Business Machines Corporation, which International Business Machines Corporation may authorize Business Partner to use. 2. Agreement Structure, Acceptance, and Contract Duration 2.1 Agreement Structure

This Agreement (a) is the complete agreement regarding BP’s relationship with IBM, and (b) replaces any prior oral or written communications between BP and IBM. General Terms : Z131-2124-US - 00 01-2017 Page 2 of 15 Base Terms, Relationship Documents, Attachments, Exhibits, and Transaction Documents are part of this Agreement only for those transactions to which they apply. Each transaction is separate and independent from other transactions.

2.1.1 Profiles

IBM specifies the details of the parties’ relationship in a document called a “Profile.” 2.1.2 Base Terms

The Base Terms include contract provisions that apply to the BP’s method of marketing Products and Services. IBM specifies in a Profile the Base Terms that apply to BP’s chosen route to market or the BP’s sales model.

2.1.3 Relationship Documents

Relationship Documents contain details regarding the Products or Services related to the BP’s method of marketing Products and Services (including but not limited to Resale Base Terms and Marketing Assist Base Terms).

2.1.4 Attachments

Attachments contain additional marketing detail related to Relationship Documents (including but not limited to Product Relationship and Services Relationship) that BP may have with IBM. 2.1.5 Exhibits

An Exhibit includes specific information about Products and Services (for example, lists of Products and Services, applicable marketing discounts and fees, and Machine installation information). 2.1.6 Transaction Documents

Transaction Documents contain specific details and terms related to individual transactions. Examples of Transaction Documents (with descriptions of the information they may contain) are: statements of work

(descriptions of tasks to be performed), invoices (item, quantity, payment terms and amount due), order acknowledgments (confirmation of Products and quantities ordered) and addendums. 2.1.7 Order of Precedence

If there is a conflict among the terms in the various Agreement documents, the terms of: a. a Transaction Document prevail over those of all Agreement documents; b. an Exhibit prevail over those of a Profile, an Attachment, a Relationship Document, a Base Terms document and the General Terms;

c. a Profile prevail over those of an Attachment, a Relationship Document, a Base Terms document and the General Terms;

d. an Attachment prevail over those of a Relationship Document, a Base Terms document and the General Terms;

e. a Relationship Document prevail over those of a Base Terms document and the General Terms; and f. a Base Terms document prevail over those of the General Terms. The order of precedence within more than one of a single type of document (for example, two Relationship Documents) will be stated in the applicable documents. 2.2 Acceptance

General Terms : Z131-2124-US - 00 01-2017 Page 3 of 15 Each of us agrees to the terms of the Agreement by signing a Profile. Any Base Terms, Relationship Document, Attachment, Exhibit or Transaction Document will be signed by both parties if requested by either party.

Unless a handwritten signature is specifically required by IBM, a Profile and any other document required to be signed under this Agreement may be signed by hand or electronically. 2.2.1 IBM’s Acceptance of Business Partner’s Order A Product or Service becomes subject to the Agreement when IBM accepts BP’s order by (i) sending a Transaction Document, (ii) shipping the Machine or making the Program available, or (iii) providing the Service or making the Service available.

Business Partner’s Acceptance of Transaction Documents and Subsequent Base Terms, Relationship Documents, Attachments, Exhibits, and Profiles

BP accepts the terms of Transaction Documents and any Base Terms, Relationship Documents, Attachments, Exhibits, or Profiles provided by IBM after BP signs a Profile and by doing any of the following:

a. signing them;

b. marketing or ordering the Product or Service;

c. accepting or using the Product or Service, or allowing others to do so; d. providing the Product or Service to Customer; or e. making any payment or requesting a fee for the Product or Service. 2.3 Agreement Duration

IBM specifies the Agreement start date and duration in the Profile. 2.4 Changes to Agreement Terms

IBM may change the terms of this Agreement by providing at least one month's written notice. However, these changes are not retroactive. They apply, as of the effective date IBM specifies in the notice, only to new orders received after said effective date, ongoing transactions that do not expire and transactions with a defined renewable contract period. For transactions with a defined renewable contract period, Business Partner may request that IBM defer the change effective date until the end of the then current transaction contract period.

It may be necessary for IBM to change certain terms without providing the advance notice. The following changes are effective immediately upon written notice from IBM or on the date specified in the notice and, unless otherwise stated in the notice, apply to new and ongoing transactions under this Agreement: a. those this Agreement states do not require advance notice; b. those of an Exhibit, unless otherwise limited by this Agreement; and c. those relating to safety and security.

BP accepts changes by (i) placing new orders for or marketing Products or Services after the change effective date, (ii) failing to request that the change effective date be deferred until the start of the new renewal period, (iii) allowing transactions to renew after receipt of the change notice, or (iv) failing to terminate non-expiring transactions prior to the change effective date. Except as provided above in this Section, all changes to the Agreement must be in writing signed by both parties. Additional or different terms in any written communication from BP are void. General Terms : Z131-2124-US - 00 01-2017 Page 4 of 15 Price and discount changes and modifications to Product returns or inventory adjustments are only valid when contained in an IBM announcement letter, authorized special bid amendment, or other IBM written authorized channel program offering. Any modification to prices, discounts, returns, or inventory adjustment terms by any means other than the authorized documentation described in this paragraph is invalid. Any attempt by BP to change any of those terms, except as provided herein, will be a material breach of this Agreement.

3. Parties’ Relationship

3.1 Independent Contractors

Both parties are independent contractors, and this Agreement is non-exclusive. Neither party is a legal representative or legal agent of the other. Neither party is legally a partner of the other (for example, neither party is responsible for debts incurred by the other), and neither party is an employee or franchise of the other, nor does this Agreement create a joint venture between the parties. Each party is responsible for (a) its own expenses regarding fulfillment of its responsibilities and obligations under the terms of this Agreement and (b) determining the assignment of its personnel and contractors, and for their direction, control, and compensation. Neither party will assume or create any obligations on behalf of the other or make any representations or warranties about the other, other than those authorized. Each party may have similar agreements with others and may design, develop, manufacture, acquire or market products and services that are competitive with the other. 3.2 Dispute Resolution

Neither party will bring a legal action arising out of or related to this Agreement more than two years after the cause of action arose. Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control. Each party will allow the other reasonable opportunity to comply before it claims the other has not met its obligations. Where approval, acceptance, consent, access, cooperation or similar action by either party is required, such action will not be unreasonably delayed or withheld. Each party waives any right to a jury trial in any proceeding arising out of or related to this Agreement.

3.3 Assignment

IBM reserves the right to assign this Agreement, in whole or in part, on written notice. IBM is also permitted to assign its rights to payments without obtaining BP’s consent. It is not considered an assignment for IBM to divest a portion of its business in a manner that similarly affects all its Business Partners.

BP’s rights under this Agreement are not property rights and, therefore, BP cannot transfer them to another party or encumber them in any way. For example, BP cannot sell its approval to market IBM’s Products or Services or its rights to use IBM’s Trademarks. BP agrees not to assign or otherwise transfer this Agreement, its rights under this Agreement, or any of its approvals, or delegate any duties, unless expressly permitted to do so in this Agreement. Otherwise, any attempt to do so is void.

3.4 General

a. IBM may withdraw a Product or Service from marketing at any time. b. Failure by either party to insist on strict performance or to exercise a right when entitled does not prevent either party from doing so later, either in relation to that default or any subsequent one. c. IBM does not guarantee the results of any of its marketing plans. General Terms : Z131-2124-US - 00 01-2017 Page 5 of 15 d. Each party grants only the licenses and rights specified in this Agreement. No other licenses or rights

(including licenses or rights under patents) are granted either directly, by implication, or otherwise. The rights and licenses granted to BP under the Agreement may be terminated if BP fails to fulfill applicable payment obligations.

3.5 Electronic Communications and Notices on IBM’s Internet Website 3.5.1 Electronic Communications

Written communications, including notices to the receiving party’s designated representative, are to be sent to the address (physical, e-mail or facsimile) specified in an applicable Profile, Attachment or Transaction Document, or the primary relationship contact BP specifies on its PartnerWorld Profile on IBM’s PartnerWorld website. The parties consent to the use of electronic means and facsimile transmissions for communications as a signed writing. An identification code (called a "user ID") contained in an electronic document is sufficient to verify the sender's identity and the document's authenticity.

3.5.2 Notices on IBM’s Internet Website

IBM provides information regarding changes to Agreement terms, and other important information regarding BP’s relationship with IBM under this Agreement on IBM’s Internet website at http:// www.ibm.com/partnerworld. By accepting this Agreement, BP represents that BP has reviewed the applicable terms on the IBM Internet website and BP accepts those terms. BP agrees to monitor the website on a regular basis for changes.

3.6 Business Partner Responsibilities

Business Partner agrees:

a. that BP is a PartnerWorld member in good standing, and agrees to maintain such status for the term of this Agreement;

b. to be responsible for Customer’s satisfaction regarding all of BP’s activities associated with its BP relationship with IBM, and to participate in customer satisfaction programs as IBM determines; c. to achieve and maintain the criteria and certifications required by IBM; d. to conduct business activities with IBM as IBM specifies, which may be in an Operations Guide, using IBM’s automated electronic system if available. BP agrees to pay all expenses associated with BP’s use of IBM’s system;

e. that BP’s access to IBM’s information systems is only in support of marketing activities associated with BP’s IBM Business Partner relationship. Programs IBM provides for BP’s use with IBM’s information systems are subject to the terms of their applicable license agreements, except BP may not transfer them. BP agrees to comply with the license terms and the additional restrictions in this Agreement and use the Programs only for the purpose for which they were provided to BP; f. to promptly provide IBM with documents IBM may require from BP or a Customer when applicable; g. as reasonably required by IBM to fulfill its obligations under this Agreement, BP agrees to provide IBM with sufficient and safe access (including remote access) to BP’s facilities, systems, information, personnel, and resources, all at no charge to IBM. IBM is not responsible for any delay in performing or failure to perform caused by BP’s delay in providing such access or performing BP’s other responsibilities under this Agreement; and

h. that IBM and its affiliates, and their subcontractors, and other IBM Business Partners, may process and store business contact information of BP, Customer, BP’s personnel and any of Customers’ personnel in connection with the performance of this Agreement wherever they do business. IBM may use personnel and resources in locations worldwide and third party suppliers to support the delivery of products and services.

General Terms : Z131-2124-US - 00 01-2017 Page 6 of 15 3.7 Compliance Review

BP shall keep and maintain all records necessary to establish its compliance with the Agreement for at least three years after the Agreement end date. IBM or its auditor may periodically review BP’s compliance with the Agreement, and may do so either remotely, on BP’s premises during normal business hours, or a combination thereof. In connection with any such review, BP agrees to provide IBM, or it auditor, with relevant records and system tools output on request. IBM may reproduce and retain copies of such records and output.

If, during any such review, it is determined that BP has failed to comply with any material term of this Agreement, in addition to IBM’s rights under law and the terms of this Agreement, for transactions that are the subject of the breach, BP agrees to refund the amount equal to the discount or fees, if any, that IBM gave BP for the applicable Products or Services, or IBM may offset any amounts due to BP from IBM.

IBM’s audit rights with respect to special bids are set forth further in Section 4.5.1. 4. Business Conduct Requirements

4.1 Compliance with Laws

Each party will comply with all laws and regulations applicable to its business and content, including, without limitation, those prohibiting corruption and bribery, such as the U.S. Foreign Corrupt Practices Act and those governing transactions with government and public entities, antitrust and competition, taxes and export insider trading, securities, and financial reporting, consumer transactions, and regarding data privacy. Each party will procure all licenses and pay all fees and other charges required for such compliance.

4.2 Prohibition of Inappropriate Conduct

BP will not directly or indirectly make or give, offer or promise to make or give, or authorize the making or giving of any payment, gift, or other thing of value or advantage (including, for example, accommodations, air fare, entertainment or meals) to any person or entity for (a) the purpose of (i) wrongfully influencing any act or decision, (ii) inducing any act or omission to act in violation of a lawful duty; (iii) inducing a misuse of influence or (iv) securing any improper advantage, or (b) any purpose that is otherwise unlawful under any applicable anti-corruption or anti-bribery law, including the U.S.

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