exhibit 10. 10 master agreement this master agreement by and between exiservice holdings, inc. ( “ provider ” ), a corporation registered in delaware and located at 350 park avenue, 10th floor, new york, ny 10022, and dell products l. p., a texas limited partnership, located at one dell way, round rock, texas 78682 is effective as of november 1, 2002, ( “ effective date ” ). this master agreement and any schedules, addenda, exhibits, and attachments, as so identified and agreed, shall be hereinafter collectively referred to as the “ agreement. ” 1. introduction this agreement sets forth the terms and conditions under which dell products l. p. and dell computer corporation ’ s ( “ dcc ” ) subsidiaries and affiliates ( hereinafter collectively referred to as “ dell ” ) shall purchase products and / or services from provider ( the “ products ” ). for the purpose of this agreement, products include any software and / or documentation accompanying the sale of the product, or any necessary deliverables provided in performance of the services. the terms and conditions of this agreement shall apply to all purchase orders ( dell po ( s ) ” ) issued by dell for the purchase of products. 2. term the initial term of this agreement shall be three ( 3 ) years beginning on the effective date. this agreement will automatically renew for additional successive one - year terms unless one party informs the other of its intent to let the agreement expire one hundred and eighty ( 180 ) days before the end of the then - current term. 3. payment 3. 1 unless otherwise agreed in writing, all payments shall be stated ( and payments made ) in united states dollars and are exclusive of applicable sales, use or similar taxes for which dell shall be obligated to pay provider. dell will have no liability for any taxes based on provider ’ s net assets or income or for which dell has an appropriate resale or other exemption. all invoices for products provided to dell will be accumulated, upon receipt, for a period from the 16th day of a month to the 15th day of the following month ( the “ accumulation period ” ). [ * ] 3. 2 provider acknowledges and agrees that dell has the right to withhold any applicable taxes from any royalties or other payments due under this agreement if required by any government authority. 3. 3 provider represents and warrants that the prices for products shall be