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            TERADATA CERTIFIED PROFESSIONAL PROGRAM
                      CANDIDATE AGREEMENT

Teradata Corporation (together with its subsidiaries) and you hereby agree that the following terms and
conditions (the “Agreement”) shall govern your participation in any one of the formally documented
Teradata certification tracks offered by Teradata under this Agreement (the “Teradata Certified Professional
Program” or “TCPP”).

1.        CERTIFICATION RIGHTS.

1.1      Certification Grant. Upon the successful completion of the applicable Teradata certification tests
and any other requirements for the TCPP as determined by Teradata from time to time, and acceptance of the
terms of this Agreement (“Teradata Certification”), you shall be granted a personal, non-exclusive, non-
transferable right to use the applicable certification titles granted to you by Teradata upon Teradata
Certification (“Certification Title”). You may only use such Certification Title to promote your experience
and qualifications related to the use of the applicable Teradata technology as authorized under your
Teradata Certification and for no other purpose. Your grant of such right does not extend to any third
parties.

1.2       Teradata Certification Term. The term during which you may use your applicable Certification
Title shall commence on acceptance of the materials granted to you by Teradata upon Teradata Certification
(“Certification Materials”), and shall continue until terminated as set forth herein, provided that the
Teradata Certification requirements have not changed. You acknowledge that Teradata has the right to
change the requirements associated with obtaining or maintaining Teradata Certification at any time.
Teradata will publicly announce the establishment of additional requirements for certifications.

1.3      No Rights to Teradata Certification. Upon termination of this Agreement, you may no longer use
your Certification Title. Except as specifically provided herein, you shall have no further rights or
obligations under this Agreement after termination.

2.        CONFIDENTIALITY

The content of the applicable Teradata Certification tests for the TCPP and any accompanying materials
(“Test Materials”) you receive is owned and copyrighted by Teradata. You understand, acknowledge and
agree:

2.1      That Teradata spends substantial sums in developing and administering its Test Materials and
carefully guards their integrity and confidentiality;

2.2      That the Test Materials, or any part thereof, may not be reproduced without the express prior
written permission of Teradata;

2.3      That the Test Materials are confidential and proprietary information of Teradata and are not to be
disclosed, published, disseminated, or distributed to any third party without the express prior written
permission of Teradata;

2.4      That the Test Materials are exclusive and proprietary property of Teradata and are protected by
Teradata’s intellectual property rights under applicable law;



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2.5       You acknowledge that money damages would not be a sufficient remedy for any breach of your
          confidentiality obligations under this Agreement and, in the event of a breach or threatened breach
          by you of these terms, Teradata shall be entitled to equitable relief, in addition to any other
          remedies at law or in equity that it may have, without the requirement of posting a bond or other
          security, including injunctive relief or specific performance or both to enforce your obligations;
          and

2.6      That your obligation of confidentiality under this Section shall survive the termination or
expiration of this Agreement or your termination of employment with Teradata.

3.        PRIVACY.

Teradata, its test delivery provider, and other companies (including their supporting vendors) with which
Teradata has a business relationship concerning testing and certification are international companies that
have worldwide operations. You agree to the transmission and use of your test results and the demographic
information you hereby agree to provide for purposes in participating in the TCPP (“Personal Information”)
as set forth herein:

3.1       The test delivery provider gathers your Personal Information. From your registration and testing
site, your Personal Information is transmitted electronically by this test delivery provider to its central
certification database, which may be located in a different country than the country where the test is being
conducted. The test delivery provider will then also transmit your Personal Information electronically to
Teradata and, possibly other companies. Any electronic communications will be sent via reasonably secure
means.

3.2       Worldwide Teradata personnel, the test delivery provider (including its supporting vendors) and
          other companies, have controlled access to your Personal Information. Your Personal Information
          will be used to process your certification. Your Personal Information may also be used by Teradata
          and other companies with which Teradata has a business relationship concerning testing and
          certification for subsequent marketing communications.

4.        TERM AND TERMINATION.

4.1      Termination. This Agreement may be terminated: (a) by either party, in its sole discretion, with or
without cause, effective thirty (30) days after written notice of termination to the other party; or (b) by
Teradata immediately and automatically without notice of any kind (i) if you breach this Agreement in any
way; or (ii) if you fail to maintain your Teradata Certification pursuant to Section 1.2 above.

4.2      Effect of Termination. Upon termination of this Agreement, you may no longer use your
Certification Title and the license and rights granted hereunder shall terminate completely. Except as
specifically provided herein, you shall have no further rights or obligations under this Agreement after
termination.

4.3      Survival. Rights and obligations under 2.0 (Confidentiality), 3.0 (Privacy), 4.3 (Survival), 5.0
(Disclaimer, Limitation of Liability), 6.0 (Indemnification), 7.0 (Logo Rights) and 9.4 (Arbitration and
Governing Law) of this Agreement shall survive termination or expiration of this Agreement.

5.        DISCLAIMER, LIMITATION OF LIABILITY.

TERADATA MAKES, AND YOU RECEIVE, NO WARRANTIES OR CONDITIONS OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, RELATED TO OR ARISING IN ANY WAY OUT OF THIS
AGREEMENT. TERADATA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY FOR
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF
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ANY THIRD PARTY RIGHTS. IN NO EVENT SHALL TERADATA BE LIABLE FOR INDIRECT,
CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS,
REVENUE, DATA OR USE) ARISING OUT OF THIS AGREEMENT OR INCURRED BY ANY
PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF TERADATA HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERADATA’S LIABILITY FOR DAMAGES
HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO
TERADATA UNDER THIS AGREEMENT. This Section shall survive termination or expiration of this
Agreement for any reason and represents your exclusive remedy and Teradata's entire liability under this
Agreement.

6.        INDEMNIFICATION.

You agree to indemnify and hold Teradata harmless against any loss, liability, damage, cost or expense
(including attorneys’ fees) arising out of any claims or suits, whatever their nature and however arising,
which may be brought or made against Teradata arising out of or in any manner connected with your
conduct outside the normal scope of your employment with Teradata, including: your unauthorized use of
the Certification Title licensed herein; personal injury or property damage arising from your negligent or
illegal acts or omissions; or your misuse of Teradata’s confidential information as described in Section 2
above. This Section shall survive termination or expiration of this Agreement for any reason.

7.        LOGO RIGHTS.

7.1        License Granted. Subject to the terms and conditions set forth in this Agreement, upon Teradata
Certification, you shall be granted a non-exclusive, non-transferable, personal right to use the Teradata
Certified Professional Program (TCPP) Logo on your resumes and business cards solely in connection with
your provision of the technical support services provided by you in relation to the Teradata technologies for
which you have a current, valid Teradata Certification (“Licensed Services”). You are granted no other
right, title, or license to the TCPP Logo or any other Teradata trademarks or logos.

7.2       Limitations on Use of Mark. You agree not to use the TCPP Logo in any manner that Teradata, in
its sole judgment, deems to: (a) be in poor taste; (b) diminish or otherwise damage Teradata’s reputation or
its goodwill in the TCPP Logo; (c) misrepresent your relationship with Teradata; (d) be unlawful; or (e)
have the purpose, object or intent to encourage unlawful activity by others.

7.3      Compliance with Guidelines. You agree that your use of the TCPP Logo shall be in strict
compliance with the TCPP Logo Usage Guidelines, and you shall use only Teradata supplied TCPP Logo
artwork.

7.4       Reservation of Rights. You acknowledge the value of the goodwill associated with the TCPP Logo
and "Teradata" trademark, and acknowledge that such goodwill exclusively inures to the benefit of and
belongs to Teradata. Teradata retains all rights not expressly conveyed to you by this Agreement, and shall
have the right to grant licenses to others to use the TCPP Logo on or in connection with any goods or
services.

7.5      Protection of Mark. You agree to assist Teradata, to the reasonable extent necessary, to protect or
to obtain protection for any of Teradata's rights to the TCPP Logo.

7.6      No Challenge of Rights. You agree not to interfere with or bring any kind of action or legal or
administrative proceeding in relation to the rights and title of Teradata in or to the TCPP Logo.

7.7      No Unauthorized Use, Registration. You agree not to use the TCPP Logo except as specifically
authorized under this Agreement, not to file any application to register, in any class and in any country, any
trademark or service mark for the TCPP Logo or any other mark confusingly similar to the TCPP Logo, and

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not to use Teradata trademarks or potentially confusing variations of Teradata trademarks as part of your
company name, product names, or service names.


8.        QUALITY CONTROL.

You agree that the Licensed Services shall be of the highest quality and integrity, and shall meet Teradata's
quality standards. Teradata, in its sole judgment, shall have the right to determine whether the Licensed
Services meet Teradata’s quality standards. You agree that, when requested by Teradata, you will supply to
Teradata, at your expense, a copy of any of your resumes or business cards bearing the TCPP Logo.

9.        OTHER PROVISIONS.

9.1       No Joint Venture or Partnership. This Agreement shall not create a joint venture, partnership,
principal-agent, employer employee, or similar relationship between the parties. You will not represent
yourself as an agent, employee, consultant, contractor or legal representative of Teradata or any subsidiary
thereof, based upon this Agreement.

9.2     No Warranties by You. In no event shall you have any right to make any representation, warranty,
or promise on behalf of Teradata.

9.3       Injunction. You recognize and acknowledge that a material breach by you of any of your
covenants, agreements or undertakings hereunder will cause Teradata irreparable damage, which cannot be
readily remedied in monetary damages in an action at law. Therefore, in addition to its rights and remedies
otherwise available at law, upon an adequate showing of material breach, and without further proof of
irreparable harm other than this acknowledgment or the requirement for security or the posting of a bond,
Teradata shall be entitled to immediate equitable relief, including, but not limited to, both interim and
permanent injunctions, to stop such damage.

9.4       Arbitration and Governing Law. The parties will attempt in good faith to resolve any controversy
or claim by negotiation or mediation. If they are unable to do so, and regardless of the causes of action
alleged, the claim will be resolved by arbitration before a sole arbitrator in Dayton, Ohio pursuant to the
then-current Commercial Rules of the American Arbitration Association and the federal substantive and
procedural law of arbitration. The substantive law of the State of New York will govern this Agreement.
The arbitrator’s award will be final and binding, and may be entered in any court having jurisdiction thereof.
The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded
by, or in excess of, any damage limitations expressed in this Agreement. Each party will bear its own
attorneys' fees and costs related to the arbitration. Any claim or action must be brought within two years
after the cause of action accrues.

9.5       Waiver and Severability. The waiver by either party of any default or breach of this Agreement
shall not constitute a waiver of any other or subsequent default or breach. In the event any provision of this
Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, then the other
provisions of this Agreement shall continue in full force and effect.

9.6     No Assignment. This Agreement may not be assigned by you in whole or in part. Any attempted
assignment shall be null and void.

9.7       Entire Agreement. This Agreement constitutes the complete agreement between the parties and
supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the
subject matter of this Agreement. This Agreement may not be modified or amended except in writing and no
other act, document, usage or custom shall be deemed to amend or modify this Agreement.

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9.8      Nature of Agreement. This Agreement does not supersede or otherwise replace any other non-
disclosure or confidentiality agreement or obligation you may have with respect to Teradata or otherwise
alter your employment relationship with Teradata. This Agreement represents the entire agreement
concerning the foregoing subject matter, and may only be modified in a written document signed by
Teradata.




Teradata Certified Professional Program
Candidate Agreement v3.0 - Revised October 2007