SailPoint Mutual Non-Disclosure Agreement

PLEASE READ THIS MUTUAL NON-DISCLOSURE AGREEMENT BEFORE DISCLOSING OR RECEIVING ANY CONFIDENTIAL INFORMATION. UNLESS OTHERWISE STATED HEREIN, ALL DEFINED TERMS HEREIN HAVE THE MEANING SET FORTH IN THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THIS AGREEMENT. BY YOU (THE “COMPANY”) SIGNING OR OTHERWISE ACCEPTING THIS AGREEMENT, OR BY DISCLOSING OR RECEIVING CONFIDENTIAL INFORMATION IN CONNECTION WITH THE PURPOSE, EACH PARTY SIGNIFIES ITS ACCEPTANCE OF, AND AGREES TO BE BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT BETWEEN COMPANY AND SAILPOINT TECHNOLOGIES, INC., A DELAWARE CORPORATION, ON BEHALF OF ITSELF AND ANY AFFILIATES DISCLOSING OR RECEIVING CONFIDENTIAL INFORMATION HEREUNDER (COLLECTIVELY “SAILPOINT”). IF A PARTY DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IT MUST NOT DISCLOSE OR RECEIVE ANY CONFIDENTIAL INFORMATION HEREUNDER. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS THE EXCHANGE OF CONFIDENTIAL INFORMATION FOR THE PURPOSE, THAT AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.

THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH COMPANY ACCEPTS THIS AGREEMENT OR, IF EARLIER, THE DATE ON WHICH CONFIDENTIAL INFORMATION IS FIRST DISCLOSED BY EITHER PARTY IN CONNECTION WITH THE PURPOSE.

This Agreement was last updated on October 2, 2026.

Terms and Conditions

1. In connection with the exploration and evaluation of a potential business relationship, including, without limitation, with respect to certain SailPoint software technology or services (the “Purpose”), either party (“Disclosing Party”) may disclose Confidential Information (as defined below) to the other party (“Receiving Party”). Receiving Party shall use the Confidential Information solely for the Purpose and, subject to Section 3, shall only disclose the Confidential Information to its Affiliates and its or their employees, officers, directors, advisors, consultants, accountants, attorneys, co- sale partners and agents (collectively, “Representatives”), in each case who: (i) are bound by non-use and non-disclosure obligations at least as protective as those contained in this Agreement and (ii) have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under this Agreement, and the Receiving Party shall be liable to the Disclosing Party for any breach by its Representatives of such confidentiality obligations. Receiving Party shall use at least the same degree of care that it uses to protect its own similar confidential information (but not less than reasonable care).

A. “Affiliate” as used herein means a business entity that controls, is controlled by or shared common control with a party hereto, but only so long as such control continues to exist where “control” means direct or indirect ownership of greater than fifty percent (50%) of the voting rights in such entity (or equivalent of non-corporate entity).

2. “Confidential Information” means all proprietary, non-public information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, which (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the Receiving Party to be “confidential” or “proprietary” within thirty (30) days of the disclosure, (c) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself, including the content of this Agreement, the SailPoint offerings, the software, services or data contained therein, the business and marketing plans, technology and technical information, product designs, inventions and business processes of either party, all notes, analyses, summaries, and other materials prepared by Receiving Party or any of its Representatives that reveal, to any degree, any of the foregoing (“Notes”), (d) the facts that the parties are in discussions regarding the Purpose (or, without limitation, any termination of the discussions) and that Confidential Information has been disclosed; and (e) any terms, conditions, or arrangements discussed. Confidential Information does not include any information that: (x) is known publicly at the time of the disclosure by the Disclosing Party or becomes known publicly after disclosure through no fault of the Receiving Party, (y) is known to the Receiving Party at the time of disclosure by the Disclosing Party due to previous receipt from a source that was not bound by confidentiality obligations to the Disclosing Party at that time, or (z) is independently developed by the Receiving Party without use of or reference to the Confidential Information as demonstrated by the written records of the Receiving Party. The Receiving Party agrees not to reverse engineer any Confidential Information and not to export, re-export, transfer, or release any such Confidential Information or product thereof in violation of applicable laws, rules or regulations.

3. If Receiving Party or any of its Representatives is required by applicable law or a valid legal order to disclose any Confidential Information, Receiving Party shall, before the disclosure, notify Disclosing Party of the requirements so that Disclosing Party may seek, at Disclosing Party’s expense, a protective order or other remedy, and Receiving Party shall reasonably assist Disclosing Party therewith. If Receiving Party remains legally compelled to make the disclosure, it shall: (a) only disclose that portion of the Confidential Information that it is required to disclose; and (b) use reasonable efforts to ensure that the Confidential Information is afforded confidential treatment. All Confidential Information disclosed pursuant to this Section 3 shall remain subject to the confidentiality, non-use and non-disclosure provisions of this Agreement for all purposes other than any legally required disclosure.

4. Either party may terminate discussions regarding the Purpose and/or this Agreement at any time, without any liability or obligation whatsoever, except as expressly set forth herein. On Disclosing Party’s request, Receiving Party shall, at its discretion, promptly return to Disclosing Party or destroy all Confidential Information in its and its Representatives’ possession other than Notes, and destroy all Notes, and, at Disclosing Party’s written request, certify in writing the destruction of the Confidential Information; provided, however, electronic copies stored in system back-ups which are not readily accessible will not be required to be destroyed; provided further that the copies shall remain subject to the confidentiality obligations of this Agreement.

5. This Agreement imposes no obligation on either party to disclose any Confidential Information or to negotiate for, enter into, or otherwise pursue the Purpose. The provision of Confidential Information and discussions held in connection with the Purpose will not prevent either party from pursuing similar discussions or transactions with third parties, provided that the discussions or transactions are without reference to, or use of, the other party’s Confidential Information. Any proposals, estimates or forecasts provided by either party to the other party will not constitute commitments.

6. THE DISCLOSING PARTY WARRANTS THAT IT HAS THE RIGHT TO DISCLOSE ITS CONFIDENTIAL INFORMATION, BUT MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF ITS CONFIDENTIAL INFORMATION, INCLUDING, WITHOUT LIMITATION, AS TO THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION, AND WILL HAVE NO LIABILITY TO THE RECEIVING PARTY O RANY OTHER PERSON RELATING TO RECEIVING PARTY’S USE OF ANY OF THE CONFIDENTIAL INFORMATION OR ANY ERRORS THEREIN OR OMISSIONS THEREFROM. NEITHER PARTY WILL TRANSFER, TRANSMIT, EXPORT, OR RE-EXPORT ANY DOCUMENTS, INFORMATION, SOFTWARE, TECHNICAL DATA, OR TECHNOLOGY IT RECEIVES UNDER THIS AGREEMENT IN VIOLATION OF ANY APPLICABLE EXPORT CONTROL LAWS.

7. The Disclosing Party retains its entire right, title, and interest in and to its Confidential Information. Nothing contained in this Agreement will be construed as granting or conferring any rights by license, assignment or otherwise to either party under any patent, copyright, trade secret or other intellectual property right, nor will this Agreement grant either party any rights in the other party’s Confidential Information, except for the use of the Confidential Information as expressly provided in this Agreement.

8. With respect to any particular Confidential Information, the obligations of the Receiving Party under this Agreement will expire three (3) years after the Receiving Party’s receipt of that Confidential Information; provided that with respect to Confidential Information that constitutes a trade secret under applicable law, the obligations will survive the expiration until, if ever, the Confidential Information ceases to be a trade secret under applicable law, other than due to an act or omission of Receiving Party or its Representatives.

9. Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement may cause irreparable harm and injury to Disclosing Party and that the Disclosing Party shall be entitled to seek equitable relief as well as any further relief as may be granted by a court of competent jurisdiction.

10. This Agreement and all related documents are governed by, and construed in accordance with the following, where references in this Section 10 to "Company's Headquarters and Notice Address stated above" mean the headquarters and notice address provided by Company upon its acceptance of this Agreement:

A. Where Company’s Headquarters and Notice Address stated above is located in Asia and Pacific Region (except for Australia and New Zealand), this Agreement will be governed by, and construed in accordance with, the laws of Singapore, without giving effect to the conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of Singapore in any suit, action, or proceeding relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

B. Where Company’s Headquarters and Notice Address stated above is located in Australia and New Zealand, this Agreement will be governed by, and construed in accordance with, the laws of New South Wales (NSW), Australia, without giving effect to the conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of Sydney, NSW in any suit, action, or proceeding relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

C. Where the Company’s Headquarters and Notice Address stated above is located in Europe (except for Germany), the Middle East and Africa, this Agreement will be governed by, and construed in accordance with the laws of England and Wales, without giving effect to the conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of England in any suit, action, or proceeding relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

D. Where Company’s Headquarters and Notice Address stated above is located in Germany, this Agreement will be governed by and construed in accordance with the laws of Germany. Each party irrevocably submits to the exclusive jurisdiction of the courts of Berlin, Germany in any suit, action, or proceeding relating to this Agreement.

E. Where the Company’s Headquarters and Notice Address stated above is located in any other country, this Agreement will be governed by, and construed in accordance with, the laws of the State of Texas, USA, without giving effect to the conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the federal or state courts located in Travis County, Texas. Each party irrevocably submits to the exclusive jurisdiction of those courts in any suit, action, or proceeding. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11. All notices must be in writing and addressed to the relevant party at its Notice Address provided upon its acceptance of this Agreement. All notices must be personally delivered or sent prepaid by nationally recognized courier or certified or registered mail, return receipt requested, and are effective upon actual receipt.

12. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to the Purpose. If any legal action is brought to enforce any rights or obligations under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court cost expenses, in addition to any other relief it may be awarded. Neither party may assign this Agreement or otherwise transfer any right or obligation under this Agreement, without the prior written consent of the other party. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. This Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by both parties. If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed.

13. By accepting this Agreement, each party represents and warrants that it has the authority to undertake the obligations set forth in this Agreement without breaching or violating any contractual or statutory obligation owed to another party. Company acknowledges and agrees that its acceptance of this Agreement by electronic means constitutes its signature and creates a binding agreement, and that SailPoint's records of such acceptance, including the version accepted and the date and time of acceptance.

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