ZIMBRA, INC. …

                                 ZIMBRA, INC.
                        AGREEMENT FOR TRAINING SERVICES



This Agreement for Training Services (the "Agreement") establishes terms under which a
Customer (as defined below) of Zimbra Inc. ("Zimbra") may enroll in or purchase Zimbra
Training Services (as defined below).ZIMBRA WILL MAKE AVAILABLE TRAINING
SERVICES TO YOU (CUSTOMER) ONLY ON THE CONDITION THAT CUSTOMER
ACCEPTS ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. PLEASE
READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. ANY ACT BY
CUSTOMER ACCEPTING THE BENEFITS OF THE TRAINING SERVICES SHALL
BE CONCLUSIVE EVIDENCE OF CUSTOMER'S ACCEPTANCE OF THESE TERMS
AND CONDITIONS. ZIMBRA MAY MODIFY THE TERMS AND CONDITIONS OF THIS
AGREEMENT AT ANY TIME UPON NOTICE TO CUSTOMER.

    1. DEFINITIONS.
    "Course Catalog" means the listing of available training courses presented on the Course
Summary and Training Registration Form.
    "Customer" includes the authorized individual or entity that purchases Training Service
hereunder, and all subsidiaries in which Customer has an ownership interest greater than 50%.
    "Software" means Zimbra's program products and associated user documentation.
    "Training Registration Form" shall mean the training registration form to be completed at
the time of registration that includes a primary contact course participants and payment
authorization.
    "Training Services" means any and all of training classes listed in the Zimbra Course
Catalog, and all material provided by Zimbra in connection therewith, including instructor-led
classes, on-site and dedicated classes, self-paced products, web-based courses, training packages,
certification exams and consulting. Training Services excludes Software, for which Customer
acquires no right or license under this Agreement. Zimbra may add to or withdraw from its
Training Services at any time without notice.
    2. PRICING AND TAXES. Pricing for all Training Services shall be in accordance with
the price listed in the Course Catalog in effect on the date of delivery of the product ("List
Price"). List Prices may be adjusted by Zimbra at any time without notice. In addition to the
purchase price of the Training Services, Customer will be responsible for and will pay (or will
reimburse Zimbra therefore) all duties and sales, VAT or use taxes, imposed upon the sale,
license, purchase, delivery, possession or use of the Training Services.
    3. ORDERS; ACCEPTANCE.
    Ordering. Customer may order Training Services by completing and submitting to Zimbra a
Training Registration Form. All such orders are subject to acceptance by Zimbra. Acceptance of
Customer's orders will be effective upon issuance of Zimbra 's acknowledgement by e-mail or by
invoice. This Agreement will apply whether or not it is enclosed with or otherwise furnished to
Customer with the Training Services acquired under this Agreement. Zimbra will not be bound
by any terms and conditions of Customer's order that are inconsistent with or in addition to the
terms and conditions of this Agreement and in the case of any such conflict, the terms and
conditions of this Agreement will prevail. If Customer has signed a separate purchase agreement
with Zimbra that covers the purchase of Training Services, then the provisions of such separate
agreement or program take precedence over the terms and conditions of this Agreement.


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                                  ZIMBRA, INC.
                         AGREEMENT FOR TRAINING SERVICES
     Payment Due. Customer agrees to pay Zimbra for the Services in accordance with those
charges described in the Statement of Work, within thirty (30) days of receipt of Zimbra's
invoice. Zimbra reserves the right to charge a late fee on any amount not paid when due at the
lesser of 1.5% per month or the maximum rate permitted by applicable law on the outstanding
balance for the period such payment is delinquent.
     Credit Card Transactions. Customer may elect to pay for Training Services by credit card
in lieu of payment of Zimbra's invoice. If Customer elects to purchase Training Services by
credit card, payment will be made in advance of delivery of the Training Service. Zimbra
accepts the following credit cards: MasterCard, Visa and American Express. Customer shall
indicate its credit card election by either contacting Zimbra via telephone or so indicating on the
Training Registration form and submitting the Training Registration Form via fax transmission.
Zimbra will then charge Customer's credit account for the full amount due for such Training
Services.

     4. RIGHTS IN TRAINING SERVICES.
     All Training Services are and remain the property of Zimbra or its suppliers and protected by
United States and international copyright laws. Training Services provided to Customer under
this Agreement are licensed for internal use only in connection with Customer's authorized use
of Zimbra Software, and may not be resold, sublicensed, or assigned. Customer receives no right
or license in Training Services, other than as expressly granted herein.
     Customer does not acquire any right or license in Zimbra Software under this Agreement.
Any Software acquired by Customer is licensed to Customer pursuant to applicable software
license agreement for such Software signed by authorized representatives of both parties.
     5. CONFIDENTIALITY. Customer agrees (i) to hold all Training Services in confidence
and to take reasonable precautions to protect such Training Services (including, without
limitation, all precautions Customer employs with respect to its confidential materials), (ii) not to
divulge any such Training Services or any information derived there from to any third person,
and (iii) not to copy or reverse engineer any such Training Services. Without granting any right
or license, Zimbra agrees that the foregoing shall not apply with respect to any information after
five years following the disclosure thereof or any information that Zimbra can document (a) is or
becomes (through no improper action or inaction by Zimbra or any affiliate, agent, consultant or
employee) generally available to the public, or (b) was in its possession or known by it prior to
receipt from Zimbra, or (c) was rightfully disclosed to it by a third party , or (d) was
independently developed without use of any Training Services of Zimbra. Zimbra may make
disclosures required by law or court order provided Zimbra uses diligent reasonable efforts to
limit disclosure and to obtain confidential treatment or a protective order and has allowed
Customer to participate in the proceeding. Customer acknowledges and agrees that due to the
unique nature of the Training Services, there can be no adequate remedy at law for any breach of
its obligations hereunder, which breach may result in irreparable harm to Zimbra, and therefore,
that upon any such breach or any threat thereof, Zimbra shall be entitled to appropriate equitable
relief in addition to whatever remedies it might have at law.
     6. RESCHEDULING, RECONFIGURATION AND CANCELLATION CHARGES.
Customer may reschedule or cancel the whole or part of any order once at no charge provided
the written request to do so is received by Zimbra at least ten (10) business days prior to the
scheduled delivery date and, in the case of rescheduling, the requested delivery date is within ten


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                                 ZIMBRA, INC.
                        AGREEMENT FOR TRAINING SERVICES
(10) business days of the original delivery date, or as otherwise required by applicable law.
Student substitutions can be made up to two days prior to the class start date without additional
charge; Customer is responsible for ensuring that the substituted attendee must have the required
prerequisites as described in the Course Catalog. Customer agrees that, in addition to any
payment for completed Training Services, it will pay for any Training Services for which its
employee registers under this Agreement and either fails to cancel in the time period set forth
above or fails to complete in its entirety. Zimbra reserves the right to cancel or reschedule any
scheduled Training Services provided that notice of such cancellation or reschedule is given at
least ten (10) business days prior to the service scheduled start date. Further, Customer agrees
that Zimbra may suspend performance under this Agreement if full payment for such non-
performance by Customer's employee is not received within thirty (30) days of notice from
Zimbra.
    7. WARRANTY. Provided that Customer gives notice of any claimed breach of warranty
within the warranty period, Zimbra warrants for a period of 30 days following the performance
of any Training Services hereunder that (i) such Training Services will be performed in a safe,
good, and workmanlike manner in keeping with standard industry practice; and (ii) Zimbra has
the experience, skill and ability in such fields and related disciplines as may be necessary to
perform all Training Services required by this Agreement with a industry standard level of
quality. Zimbra does not warrant that; (i) the Training Services shall be uninterrupted or error
free; or (ii) functions contained in the Training Services shall operate in combinations which may
be selected for use by the licensee or meet Customer's requirements.
    8. NO OTHER WARRANTIES. UNLESS SPECIFIED IN THIS AGREEMENT OR
THE APPLICABLE SOFTWARE LICENSE, ALL EXPRESS OR IMPLIED CONDITIONS,
REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH
DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
    9. NO EXPORT. All Training Services and technical data delivered under this Agreement
are subject to U.S. export control laws and may be subject to export or import regulations in
other countries. Customer agrees to comply strictly with all such laws and regulations and
acknowledges that it has the responsibility to obtain such licenses to export, re-export or import
as may be required after delivery to Customer.
    10. INTELLECTUAL PROPERTY CLAIMS.
    Zimbra agrees, at its expense, to either defend or settle, any third party claim against
Customer that the Training Services infringes a United States patent, copyright or trademark, if
Customer provides Zimbra with: (i) written notice within five (5) days of the claim; (ii)
authority, assistance and information to perform its duties under this Section; and (iii) sole
control of the defense and all settlement negotiations. The foregoing obligation of Zimbra does
not apply with respect to Training Services or components thereof (i) not supplied by Zimbra, (ii)
made in whole or in part in accordance to Customer specifications, (iii) which are modified after
shipment by Zimbra, if the alleged infringement relates to such modification, (iv) combined with
other products, processes or materials where the alleged infringement relates to such
combination, (v) where Customer continues allegedly infringing activity after being notified
thereof or after being informed of modifications that would have avoided the alleged
infringement, or (vi) where Customer's use of the Training Services is incident to an



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                                 ZIMBRA, INC.
                        AGREEMENT FOR TRAINING SERVICES
infringement not resulting primarily from the Training Services or is not strictly in accordance
with this Agreement; Customer will indemnify Zimbra from all damages, settlements, attorneys'
fees and expenses related to a claim of infringement or misappropriation or defamation or
violation of rights of publicity or privacy excluded from Zimbra's defense obligation by this
sentence.
    THIS SECTION STATES THE ENTIRE LIABILITY OF ZIMBRA AND EXCLUSIVE
REMEDIES OF CUSTOMER FOR CLAIMS OF INFRINGEMENT.
    11. LIMITATION OF LIABILITY. Except for breach of the obligations under Section 5
(Confidentiality), Section 11 (Intellectual Property Claims) and any applicable software license,
and claims, and to the extent not prohibited by applicable law:
    Each party's aggregate liability to the other for claims relating to this Agreement, whether for
breach or in tort, will be limited to the amount paid by Customer for Product which is the subject
matter of the claims.
    Neither party will be liable for any indirect, punitive, special, incidental or consequential
damages in connection with or arising out of this Agreement (including loss of business,
revenue, profits, use, data, or other economic advantage), however it arises, whether for breach
or in tort, even if that party has been previously advised of the possibility of such damage.
    Liability for damages shall be limited and excluded, even if any exclusive remedy provided
for in this Agreement fails of its essential purpose.
    12. INDEMNIFICATION. Customer agrees to indemnify, defend and hold Zimbra
harmless from and against any and all loss, damage, liability and expense (including reasonable
attorneys' fees and costs) arising out of any claim, action or proceeding by any current, former or
prospective employee of Customer, based on the administration of any Zimbra skills assessments
or testing, or any use by Customer of the data collected or reports generated from such
assessments or testing.
    13. GENERAL.
    Assignment. Neither party shall assign or otherwise transfer any of its rights or obligations
under this Agreement, without the prior written consent of the other party, except that Zimbra
may assign its right to payment and may assign this Agreement to an affiliated company. In
addition, Zimbra may subcontract its obligations under this Agreement.
    Severability. If any provision of this Agreement is held to be unenforceable, this Agreement
will remain in full force and effect with the provision omitted.
    Force Majeure. A party is not liable under this Agreement for non-performance caused by
events or conditions beyond that party's control if the party makes reasonable efforts to perform.
This provision does not relieve Customer of its obligation to make payments then owing.
    Notices. All written notice required by this Agreement ("Notice") must be delivered in
person or by other means evidenced by a delivery receipt or acknowledgment and will be
effective upon receipt.
    Waiver or Delay. Any express waiver or failure to exercise promptly any right under this
Agreement will not create a continuing waiver or any expectation of non-enforcement.
    Dispute Resolution. Any dispute arising out of or related to this Agreement will be governed
by California law and controlling U.S. federal law. No choice of law rules of any jurisdiction
will apply.



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                                 ZIMBRA, INC.
                        AGREEMENT FOR TRAINING SERVICES
    Attorney Fees. The prevailing party in any action to enforce this Agreement shall be entitled
to costs and attorneys' fees.
    Entire Agreement. This Agreement, together with any separate jointly signed Zimbra
Purchase Agreement and applicable license terms, constitutes the parties' entire agreement
relating to subject matter. It supersedes all prior or contemporaneous oral or written
communications, proposals, conditions, representations and warranties and prevails over any
conflicting or additional terms of any quote, order, acknowledgement, or other communication
between the parties relating to its subject matter during the term of this Agreement. No
modification to this Agreement will be binding, unless in writing and signed by an authorized
representative of each party. Additional or conflicting terms on the Training Registration Form,
Customer purchase order or Zimbra invoice are void unless such document is duly executed by
authorized representatives of both parties.




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