Partner Fleet Program General Terms

THESE SAILPOINT PARTNER FLEET PROGRAM GENERAL TERMS AND CONDITIONS (THE “GENERAL TERMS”) ARE BETWEEN SAILPOINT TECHNOLOGIES, INC. (“SAILPOINT”) AND YOU OR, IF YOU ARE ENTERING INTO THESE GENERAL TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH COMPANY OR LEGAL ENTITY (“YOU” OR “PARTNER”). THESE GENERAL TERMS GOVERN YOUR ACCESS TO SAILPOINT’S PARTNER PORTAL AND FORM PART OF THE AGREEMENT (AS DEFINED BELOW) GOVERNING YOUR PARTICIPATION IN THE SAILPOINT PARTNER FLEET PROGRAM. BY CLICKING “ACCEPT” OR OTHERWISE INDICATING ACCEPTANCE OF THESE GENERAL TERMS, YOU AGREE TO BE BOUND BY THESE GENERAL TERMS, AND ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THEM IN THEIR ENTIRETY. IF YOU ARE AGREEING TO THESE GENERAL TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY AS A PARTY TO THE GENERAL TERMS.

YOU MAY NOT ACCESS THE PARTNER PORTAL OR PARTICIPATE IN THE PARTNER FLEET PROGRAM IF YOU (1) DO NOT AGREE TO THESE GENERAL TERMS; OR (2) BECOME A DIRECT COMPETITOR OF SAILPOINT.

1. Definitions. The following defined terms are used in these General Terms and, except as otherwise set forth in a particular Partner Schedule, in each Partner Schedule:

“Affiliate” is an entity that directly or indirectly controls, is controlled by or shares common control with, SailPoint or Partner, where the control arises from either (a) a direct or indirect ownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%.

“Agreement” means, with respect to Partner’s participation in the Partner Fleet Program as an approved Partner Type, collectively: (i) these mutually executed General Terms; (ii) the Program Guide; (iii) any mutually executed Partner Schedule if required for Partner’s approved Partner Type; and (iv) any Partner Orders entered into pursuant to a Partner Schedule.

“Customer” means an entity (i) which may acquire, through Partner, the right to use SailPoint Offerings for its own internal business use, as provided under an applicable Partner Schedule; (ii) to which a Partner may provide managed services for SailPoint Offerings, as provided under an applicable Partner Schedule; (iii) to which Partner may provide delivery or advisory services, as provided under an applicable Partner Schedule; or (iv) as otherwise defined in a Partner Schedule.

“Documentation” means the user guides and release notes provided or made available by SailPoint to Customer regarding the use or operation of specific SailPoint Offerings set forth at https://documentation.sailpoint.com/index.html.

“Effective Date” means the date on which Partner accepts and agrees to be bound by these General Terms.

“Intellectual Property Rights” means all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications and disclosures, moral rights, know-how and other proprietary rights.

“Materials" means marketing, promotional layouts, designs, copy, information, and materials (regardless of form or medium) relating to the SailPoint Offerings and provided by or on behalf of SailPoint (including by its employees, contractors, or representatives).

“Partner Fleet Program” means the partner resources and benefits made available to participating partners, as set forth in the Program Guide.

“Partner Portal” means the SailPoint web-based application that allows Partner to obtain direct access to pricing and sales information, as well as Materials in support of Partner’s rights and obligations under the Agreement. The Partner Portal is located at: https://sailpoint.highspot.com/signin.

“Partner Qualifications” means online courses, training requirements, and other program obligations which Partner must undertake and continuously maintain to remain in the Partner Fleet Program, each as specifically set forth in the Program Guide and applicable to Partner’s Partner Type.

“Partner Schedule” means a separate document, based on the applicable Partner Type, which is entered into by Partner and SailPoint referencing these General Terms, which (i) identifies Partner’s approved Partner Type and (ii) sets forth any additional or differing terms and conditions associated with the Partner Type.

“Partner Type” means a category of participating partners in the Partner Fleet Program with a particular scope and set of benefits and requirements, as further set forth for a given Partner Type in the Program Guide and, if applicable, Partner Schedule.

“Personal Information” means any information relating to an identified or identifiable natural person and any other data or information that constitutes personal data or personal information under any applicable data protection and privacy laws. Without limiting the foregoing, an identifiable natural person is one who can be identified, directly or indirectly, in particular by referencing (i) an identifier such as a person’s name, e-mail address, phone number, account numbers, government-issued ID numbers, or an online identifier; (ii) location data such as an IP address, (iii) financial information, (iv) one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person, or (v) information associated or combined with Personal Information.

“Program Guide” means a document setting forth the descriptions of obligations, qualifications, and benefits applicable to each Partner Type, which is made available to Partner in the Partner Portal.

“SailPoint Marks” means SailPoint’s trademarks, trade names, service marks and service names as such SailPoint Marks are specified in the Program Guide.

“SailPoint Offerings” means the software, hosted services, support services, professional services, training, and education SailPoint makes generally available to Customers.

2. Partner Fleet Program Overview.

2.1. Enrollment. To participate in the Partner Fleet Program, Partner must be enrolled in the Partner Fleet Program in a Partner Type. The application process may require Partner to complete both a registration and due diligence questionnaire. To remain eligible to participate in the Partner Fleet Program for a particular Partner Type, Partner must fulfill all Partner Qualifications for the specified Partner Type within six (6) months of Partner’s application. To enroll in the Partner Fleet Program, Partner must first apply to SailPoint, selecting Partner’s desired Partner Type prior to or contemporaneously agreeing to these General Terms. Partner’s enrollment in the Partner Fleet Program and any particular Partner Type (including all rights and obligations contained in the Partner Schedule for such Partner Type) will only be effective upon SailPoint’s notice to Partner confirming Partner’s enrollment in the Partner Fleet Program for the requested Partner Type. Partner represents and warrants that all information provided by or on behalf of Partner in connection with its registration in the Partner Fleet Program (including all information provided in the due diligence questionnaire or in response to SailPoint’s due diligence questions) is accurate and complete in all respects, and, further, that Partner has not withheld or misrepresented any material fact or circumstance that would be reasonably likely to adversely impact SailPoint’s assessment of Partner’s application to participate in the Partner Fleet Program. AGREEING TO THESE GENERAL TERMS DOES NOT ENTITLE YOU TO PARTICIPATE IN THE PARTNER FLEET PROGRAM. YOU WILL ONLY BE ENTITLED TO PARTICIPATE IN THE PARTNER FLEET PROGRAM IF AND WHEN SAILPOINT PROVIDES NOTICE CONFIRMING YOUR ENROLLMENT IN THE PARTNER FLEET PROGRAM AND THE APPLICABLE PARTNER TYPE.

2.2. Partner Participation Requirements. By accepting these General Terms and the applicable Partner Schedule, Partner accepts Partner’s appointment to the assigned Partner Type (conditioned on SailPoint providing notice of enrollment as contemplated in Section 2.1) and agrees to comply with these General Terms, the applicable Partner Schedule(s), including any and all linked terms contained within the foregoing (including the Program Guide). Partner shall maintain compliance with the Agreement to maintain Partner’s status within the Partner Fleet Program.

2.3. Program Fees. Partner’s participation in a Partner Type may be subject to program fees, as set forth in the Program Guide. All program fees are non-cancelable and non-refundable.

2.4. Non-Exclusivity. SailPoint reserves the right, in its sole discretion, to appoint additional partners of any Partner Type for any SailPoint Offerings, and SailPoint reserves the right to market and sell SailPoint Offerings directly, in each case without thereby incurring any commission or other obligation to Partner.

3. Compliance.

3.1. General Responsibilities. Partner, including its employees, subcontractors, officers, directors and any third parties acting on Partner’s behalf, shall (a) comply with all laws, rules and regulations applicable to Partner exercising its rights or performing its obligations in connection with the Partner Fleet Program; (b) conduct its business in a manner that reflects favorably on SailPoint and its good name, goodwill and reputation; (c) not engage in any deceptive, misleading or unethical practice; (d) not publish or employ or cooperate in the publication or employment of any misleading or deceptive advertising material; and (e) not make any representations, warranties or guarantees to Customers, potential Customers or the trade generally with respect to SailPoint, which are inconsistent with those contained in the Materials.

3.2. Export Controls, Embargoes, and Sanctions Compliance Acknowledgment. Partner acknowledges and agrees that the SailPoint Offerings are subject to export controls administered by the United States government and may be subject to export controls administered by the government of the jurisdiction in which Partner is organized and/or located and/or the government of any country wherein Partner exercises its rights or performs its obligations in connection with the Partner Fleet Program. Such export controls, in the case of the United States, may include the Export Administration Regulations administered by the Bureau of Industry and Security, U.S. Department of Commerce (the “EAR) and the statutes, Executive Orders, and regulations administered by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC Regulations”).

3.3. Export Controls, Embargoes, and Sanctions Compliance. Partner represents and warrants that it will comply with the EAR and the OFAC Regulations, as applicable, and all other applicable laws, rules and regulations relating to the sale, distribution, export, reexport, or other release, shipment, transfer, transshipment, and diversion of any SailPoint Offering, and without limiting the foregoing, shall not, without first obtaining authorization to do so from the appropriate government agencies, as required, sell, distribute, export, reexport, or otherwise release, ship, transfer, transship, or divert any SailPoint Offering (a) to or into any of those countries identified under the EAR or OFAC Regulations as a country subject to an embargo or restrictions tantamount to an embargo (as of the Effective Date, including, but not limited to, Cuba, Iran, Sudan, Syria, North Korea, Russia, the Crimea Region of Ukraine, and Venezuela), (b) to any person, subject to trade restrictions under U.S. law, including, but not limited to, the EAR or OFAC regulations, including, in particular, those appearing on the Denied Parties or Entity lists under the EAR, or the Specially Designated Nationals and Blocked Persons, Executive Order 13599, Foreign Sanctions Evaders and Sectoral Sanctions Identification lists under the OFAC Regulations, and any entity owned or controlled by any of the foregoing, and any similar list maintained by the government in the jurisdiction in which Partner is organized and/or located or the government of any country wherein Partner exercises its rights or performs its obligations in connection with the Partner Fleet Program (collectively, a “Restricted Person”), or (c) for use in connection with any proliferation-related activities or related projects.

3.4. Restricted Persons. Partner represents and warrants that neither it, nor any of its shareholders, directors, officers, or employees is a Restricted Person. Partner will immediately notify SailPoint in the event it, or any of its shareholders, directors, officers, or employees becomes a Restricted Person.

3.5. Anti-Corruption Compliance. In addition to, and without limiting the foregoing provisions, Partner represents and warrants that it, and each of its owners, directors, shareholders, employees, agents, contractors, and every other person working on its behalf, will comply, and ensure that its and their respective personnel comply, with the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act (the “UKBA”) and all other applicable anti-bribery and anti-corruption laws, legislation and regulations (“Anti-Bribery Laws”) in the countries in which Partner exercises its rights or performs its obligations in connection with the SailPoint Partner Fleet Program. Partner further represents and warrants that it, and each of its owners, directors, shareholders, employees, agents, contractors, and every other person working on its behalf, has not and will not, in connection with its participation in the Partner Fleet Program, make, give, offer, authorize, or promise to make, give, offer, or authorize the payment of any money, commission, reward, gift, hospitality, entertainment, inducement (including any facilitation payments) or anything else of value, directly or indirectly to: (a) any government or public official; (b) any person acting for or on behalf of any government or public official; or (c) any other person, for the purpose of obtaining or retaining business or favorable governmental action or to otherwise secure any improper advantage.

3.6. Audit Rights. Partner agrees to maintain all books and records that fairly and accurately reflect all transactions relating to the Agreement and its participation in the Partner Fleet Program, and to retain those books and records for at least five years after the date the Agreement is terminated. Partner shall, upon notice by SailPoint, provide SailPoint with access to its personnel, facilities, and offices serving the operations and activities carried out by Partner in connection with the Partner Fleet Program, and the related books, records, and other information. Partner agrees that SailPoint shall have the right to audit and review such books and records to ensure compliance with the Agreement.

3.7. Anti-Money Laundering. Partner represents and warrants that the operations of Partner are and have been conducted at all times in compliance with, in each case to the extent applicable, financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the anti-money laundering statutes of all jurisdictions where SailPoint or Partner conduct business, the rules and regulations thereunder and any related or similar rules or regulations, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Partner with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of Partner, threatened.

3.8. Compliance with the SailPoint Partner Code of Conduct. Partner agrees to comply with SailPoint’s partner Code of Conduct (“Code of Conduct”) found at. https://www.sailpoint.com/legal/customer-partner-agreements/. If Partner has its own code of conduct that is substantially and materially similar to that of SailPoint, Partner agrees to comply with its own code of conduct to the extent it conforms to SailPoint’s Code of Conduct.

4. Intellectual Property.

4.1. Ownership and Reservation of Rights of SailPoint Intellectual Property. SailPoint, its Affiliates, and its licensors own and, except for the limited rights expressly granted to Partner under the Agreement, retain all right, title, and interest in and to all SailPoint Offerings, the SailPoint Marks, Documentation and any Materials provided by SailPoint or its licensors under the Agreement, including all copies thereof made by Partner and all modifications, derivative works, patches, revisions, and updates related thereto (collectively, the “SailPoint Technology”) and all Intellectual Property Rights in and to the SailPoint Technology. No rights to access or use the SailPoint Technology are granted to Partner under the Agreement other than expressly set forth in the Agreement, including the applicable Partner Schedule(s). Partner agrees not to claim or assert title to or ownership of SailPoint Technology or any Intellectual Property Rights therein or thereto. Partner will not remove or alter any copyright or proprietary notice from copies of the SailPoint Technology, and copies made by or for Partner shall bear all copyright, trade secret, trademark and any other Intellectual Property Right notices appearing on the original copies.

4.2. Trademarks; Materials. Partner will not, except as expressly agreed by SailPoint pursuant to a Partner Schedule, use the Materials or SailPoint’s trade names, trademarks, service marks, service names or proprietary words or symbols (including the SailPoint Marks). If permitted in the Program Guide and/or Partner Schedule, each party will have the right to add the other party’s company name/logo to the standard alliance or partner section of their corporate websites.

4.3. Feedback. To the extent Partner or any of its users provides any suggestions for modification or improvement or other comments, code, information, know-how, or other feedback (whether in oral or written form) relating to the SailPoint Offerings, the Materials, or the SailPoint Technology (“Feedback”), Partner hereby grants to SailPoint a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use and commercially exploit the Feedback in any manner SailPoint sees fit without accounting or other obligation.

5. Additional Obligations of the Parties.

5.1. Lead Referrals from Partner. Partner may provide SailPoint with Personal Information of prospective Customers. Partner is solely responsible for obtaining consent from the prospective Customers prior to providing SailPoint with such Personal Information. Partner shall ensure the consent it obtains complies with all applicable, jurisdiction-specific data privacy laws and regulations. This may include disclosing to the prospective Customers that SailPoint will be sending marketing communications to them such as newsletters, webinars, or event invitations, regarding SailPoint Offerings. This may also include informing prospective Customers that they can obtain more information about SailPoint’s data protection practices by accessing SailPoint’s privacy notice available at https://www.sailpoint.com/legal/privacy/.

5.2. Lead Referrals from SailPoint. SailPoint may provide Partner with Personal Information of prospective Customers, having obtained consent from such potential Customers to receive communications from SailPoint’s partners for SailPoint Offerings. Partner will handle such information in a manner consistent with SailPoint’s Privacy Policy, available at https://www.sailpoint.com/legal/privacy/ and any legal or regulatory requirements for adequate protection of Personal Information. Partner agrees not to communicate with such potential Customers outside of communications regarding SailPoint Offerings unless Partner has separately obtained the necessary consent from potential Customers. Finally, Partner agrees to act promptly on any requests from such potential Customers to opt-out or unsubscribe from further communications.

5.3. Customer Information. With respect to any additional, and all, Personal Information of prospective Customers or Customers exchanged between SailPoint and Partner, Partner will comply with all applicable data protection and privacy laws (including those relating to direct marketing) regarding Personal Information the Partner collects, uses, retains, discloses, or otherwise processes in connection with its obligations under the Agreement. Partner represents and warrants that it has obtained all consents and/or provided all notices required under applicable laws, rules, and regulations, including any applicable data privacy laws, in providing SailPoint with any Personal Information. The SailPoint General Partner Data Processing Addendum available at https://www.sailpoint.com/legal/customer-agreements/, is incorporated by reference and sets forth the specific terms and conditions under which SailPoint and Partner may receive and process Personal Information. In the event of a conflict between the terms of the DPA and this Agreement, the terms of the DPA shall govern.

6. Confidential Information.

6.1. As used in the Agreement, “Confidential Information” means all proprietary, non-public information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), directly or indirectly, which, (a) if in written, graphic, machinereadable 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, or (c) whether disclosed orally, by demonstration or in tangible form, reasonably appears to be confidential or proprietary because of the circumstances of disclosure or the nature of the information itself, including the business and marketing plans, technology and technical information, product designs, and business processes of either party. Confidential Information of SailPoint includes, without limitation, all non-public information regarding SailPoint Technology. The terms and conditions of the Agreement are Confidential Information of SailPoint; however, the existence of the Agreement is not Confidential Information.

6.2. Confidential Information does not include information that:

6.2.1. 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;

6.2.2. is known to the Receiving Party, on a non-confidential basis, 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

6.2.3. 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.

6.3. The Receiving Party shall not: (a) use the Confidential Information of the Disclosing Party except to exercise its rights and perform its obligations under the Agreement; or (b) disclose the Confidential Information to any third party, except those of its employees, Affiliates, service providers, agents, and representatives who are subject to confidentiality obligations at least as stringent as the obligations set forth herein and have a “need to know” in order to carry out the purpose of the Agreement. The Receiving Party shall use at least the same degree of care it uses to protect its own confidential information of like nature, but not less than a reasonable degree of care, to protect the Confidential Information of the Disclosing Party.

6.4. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent the disclosure is required by law or order of a court or other governmental authority; provided that the Receiving Party shall use commercially reasonable efforts to promptly notify the Disclosing Party prior to the disclosure to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict the disclosure.

7. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, SAILPOINT MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SAILPOINT OFFERINGS, THE PARTNER FLEET PROGRAM, OR ANY SAILPOINT TECHNOLOGY. WITHOUT LIMITING THE FOREGOING, SAILPOINT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

8. Limitations of Liability.

8.1. EXCEPT WITH RESPECT TO CLAIMS BASED ON A PARTY'S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PAYMENT OBLIGATIONS, INDEMNITY OBLIGATIONS, INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, BREACH OF SECTION 6 (CONFIDENTIALITY), OR ANY LIABILITY THAT CANNOT BE EXCLUDED AND/OR LIMITED ACCORDING TO APPLICABLE LAW (COLLECTIVELY, “EXCLUDED LIABILITIES”), IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY TOGETHER WITH ALL AFFILIATES ARISING OUT OF, OR RELATED TO, THESE GENERAL TERMS EXCEED THE GREATER OF (i) AGGREGATE AMOUNTS PAID OR PAYABLE TO SAILPOINT FROM PARTNER UNDER THE APPLICABLE PARTNER ORDER (AS DEFINED IN THE PARTNER SCHEDULE) FROM WHICH THE CLAIM AROSE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO ANY LIABILITY OR (ii) TEN THOUSAND DOLLARS ($10,000 US). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

8.2. EXCEPT WITH RESPECT TO EXCLUDED LIABILITIES, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OR CORRUPTION OF DATA OR INTERRUPTION OF USE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE FORESEEABLE.

a. Partner Indemnity. Partner shall indemnify SailPoint against any claim, demand, suit or proceeding made or brought against SailPoint or its Affiliates or its or their respective officers, directors, employees, or agents by a third party (including those brought by a government entity) arising out of Partner’s breach of any representation, warranty, or obligation under the Agreement.

9. Term and Termination.

9.1. Term. These General Terms and the Agreement commence on the Effective Date and will continue in effect thereafter unless and until terminated in accordance with the Agreement. Termination of these General Terms will automatically terminate the entire Agreement, including the Program Guide and all Partner Schedules in effect at the time of the termination.

9.2. Termination for Convenience. Unless otherwise set forth in a Partner Schedule, either party may terminate the Agreement and/or a Partner Schedule upon ninety (90) days’ prior written notice to the other party. Unless otherwise agreed by the parties, termination of a single Partner Schedule will not result in the termination of these General Terms or any other Partner Schedule.

b. Termination for Breach. Except as otherwise set forth in the Partner Schedule, each party has the right to terminate the Agreement if the other party breaches any material term of the Agreement (or material term of the Program Guide) and fails to cure such breach within thirty (30) days after written notice thereof. Each party has the right to terminate the Agreement immediately if the other party (a) ceases to do business, or otherwise terminates its business operations, (b) becomes the subject of any voluntary or involuntary petition in bankruptcy, (c) is acquired by a competitor of the terminating party, or (d) infringes or misappropriates the terminating party’s technology or Intellectual Property Rights. Further, SailPoint may terminate immediately if Partner violates any provision of Section 3 of these General Terms.

9.3. Non-Exclusive Remedy. Except as expressly set forth in the Agreement, termination of the Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party.

9.4. Survival. The rights and obligations of the parties contained in Sections 1, 3, 4, 5, 6, 7, 8, 9 and 10 of these General Terms and any rights to payment that have accrued at the time of termination will survive the termination of the Agreement for the time period set forth therein or indefinitely if no time period is specified.

9.5. Effect of Termination. Upon termination of the Agreement for any reason, each party will cease use of the other party's Intellectual Property Rights, and will return to the other party or destroy, as requested by the Disclosing Party, the original and all copies of any Confidential Information (and any Materials) of the Disclosing Party and any summaries, analyses, studies or notes thereon and, at the Disclosing Party's request, have one of the officers of the Receiving Party certify in writing that it has complied with these obligations. Without limiting the foregoing, upon termination of this Agreement Partner shall immediately cease using the SailPoint Marks and all Materials.

9.6. No Termination Liability. Each party understands that the rights of termination hereunder are absolute. Neither party will incur any liability or compensation obligation whatsoever for any damage (including, without limitation, damage to or loss of goodwill or investment), loss or expenses of any kind suffered or incurred by the other (or for any compensation to the other) arising from or incident to any termination of the Agreement by such party that complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expenses.

10. Miscellaneous Provisions.

10.1. Assignment. Neither party will directly or indirectly transfer or assign or otherwise dispose of the Agreement, in whole or in part, without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign or transfer the Agreement without such consent because of a merger, acquisition, consolidation, reorganization or sale of substantially all of its assets or of the business to which the Agreement pertains; provided, however, the non-assigning party may immediately terminate the Agreement in the event of an assignment to a direct competitor of the non-assigning party. Any attempted assignment in violation of this section will be void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.2. Waiver and Amendment. No modification, amendment, or waiver of any provision of the Agreement will be effective unless in writing and signed by the parties’ duly authorized representatives. The failure by either party to enforce any provision of the Agreement will not constitute a waiver of future enforcement of that or any other provision.

10.3. Governing Law; Forum. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, as if performed wholly within the State of New York and without giving effect to the principles of conflict of law. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration (to be held in English) in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided however, that each party will have a right to seek injunctive or other equitable relief in a court of law from any court of competent jurisdiction. Either party may bring an action to compel arbitration only in courts located in New York, New York. The prevailing party will be entitled to receive from the non-prevailing party all costs, damages, and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues. The parties hereby consent to the arbitration in New York, New York. The parties will keep confidential any arbitration proceeding and any decisions or awards rendered by the arbitrator.

10.4. Notices. All notices, demands or consents required or permitted under the Agreement will be in writing, which may include email. Notice will be considered effective on the earlier of actual receipt or: (a) one day (two days for international addresses) after posting when sent via an express commercial courier, or (b) five days after posting when sent via certified United States mail, or (c) the next business day if sent via email (business day determined by commercial banks operating in New York, NY). Notice will be sent to the address for each party set forth on the first page of the Agreement, or at such other address as will be given by either party to the other in writing. Notices to SailPoint will be addressed to the attention of: Chief Financial Officer.

10.5. Independent Contractors. The parties to the Agreement are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.

10.6. Severability. If any provision in the Agreement is held invalid or unenforceable by a body of competent jurisdiction, such provision will be limited or, if necessary, severed only as necessary to eliminate such invalidity or unenforceability. The parties will in good faith negotiate a valid, enforceable substitute provision that most nearly effects their original intent in entering into the Agreement. The other provisions of the Agreement will remain in full force and effect.

10.7. Entire Agreement, Counterparts; Headings. The Agreement contains the complete understanding and agreement of the parties and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein. The Partner Schedules may be executed in counterparts, each of which will be deemed an original but all of which together will constitute the same instrument. The headings provided in the Agreement are for convenience only and will not be used in interpreting or construing the Agreement.

10.8. Force Majeure. Neither party will be liable to the other party for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, riot, act of God or governmental action.

10.9. Injunctive Relief. Each party acknowledges that its breach of Sections 4 or 6 of these General Terms may cause irreparable harm to the other party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which such other party may be legally entitled, each party will have the right to seek immediate injunctive relief in the event of a breach or threatened breach of such sections without the necessity of posting a bond.

10.10. Basis of Bargain. Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in the Agreement are material bargained for basis of the Agreement and that they have been considered and reflected in determining the consideration to be given by each party under the Agreement and in the decision by each party to enter into the Agreement.

10.11. Non-Solicitation. During the term of the Agreement and one (1) year thereafter, Partner shall not, and shall ensure that its Affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by SailPoint.

***End of General Terms***