PROFESSIONAL SERVICES AGREEMENT

Last Updated: July 6, 2026

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR PROVIDING ANY SERVICES, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT PROVIDE ANY SERVICES TO SNOWFLAKE. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

IF YOU ARE PROVIDING ANY SERVICES AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

AGREEMENT

The terms and conditions of this Professional Services Agreement (“Agreement”) are entered into by and between SNOWFLAKE INC. (“Snowflake” or “Customer”), or Affiliate signing the Statement of Work (“SOW”) and the entity or person (“Vendor”) signing a Statement of Work. This Agreement consists of the terms and conditions set forth below and any ancillary documents (e.g., attachments, addenda, exhibits) expressly referenced as part of the Agreement, and any Statement of Work that reference this Agreement. Snowflake Affiliates include the following entities listed at: https://www.snowflake.com/legal/ snowflake-contracting-entities/. Email for notices: legalnotices@snowflake.com.

The effective date (“Effective Date”) of this Agreement is the last date of signature on the Vendor’s Statement of Work.

Modifications to this Agreement: From time to time, Snowflake may modify this Agreement. Unless otherwise specified by Snowflake, changes become effective for Vendor upon renewal of the then-current  Term or upon the effective date of a new Statement of Work after the updated version of this Agreement goes into effect. Snowflake will use reasonable efforts to notify Vendor of the changes through communications via email or other means. Vendor may be required to click to accept or otherwise agree to the modified Agreement before renewing a Term or upon the effective date of a new Statement of Work, and in any event continued provision of services after the updated version of this Agreement goes into effect will constitute Vendor’s acceptance of such updated Agreement.

1.              DEFINITIONS.

“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with, a party. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% or more of the voting equity securities, or other equivalent voting interests, of an entity.

“Ancillary Agreements” means (a) the Vendor Data Protection Addendum (“DPA”) located at snowflake.com/vendordpa, and (b) any separate agreement with respect to information security or data privacy that may be executed by and between the parties in connection herewith, including any Service Provider Security Agreement (“SPSA”).  

“Confidential Information” means any non-public information disclosed in connection with this Agreement that is identified as confidential or proprietary at the time of disclosure by the party disclosing the information (“Disclosing Party”) or reasonably should be known by the party receiving the information (“Receiving Party”) to be confidential or proprietary in nature, whether in written, oral, graphic, electronic, or any other form, including: (a) the existence of and terms of this Agreement; (b) information, data, know-how, trade secrets, and other material pertaining to the operations, technology, intellectual property, programs, strategies, business plans, finances, personnel, customers, suppliers, markets, network, sales, prices, policies, or business affairs of the Disclosing Party and its Affiliates; and (c) information supplied orally with a contemporaneous confidential designation.

“Customer Competitor” means the following companies and any of their Affiliates: Amazon, Microsoft, Google, Oracle, Databricks, Teradata, Cloudera, and SAP.

“Customer Policies” means (i) Customer’s Business Partner Standards of Conduct at snowflake.com/business-partner-standards-of-conduct, (ii) with respect to any Vendor Personnel who provide Services hereunder, Customer’s Global Code of Conduct and Ethics at snowflake.com/global-code-of-conduct-and-ethics, and (iii) if any Vendor Personnel will perform Services using Customer Systems (as defined below) or on-site at a Customer location, such health, safety, access control, security, and other requirements as Customer may reasonably require, as the same may be updated by Customer.  For the avoidance of doubt, Customer Policies also includes Customer's environmental, health, and safety requirements regarding COVID-19, as may be amended from time to time, which may include, but are not limited to, to the extent permitted by applicable Law: (a) requiring all Vendor Personnel who may perform Services on-site at a Customer location be fully vaccinated against COVID-19; (b) requiring that Vendor provide an attestation regarding the vaccination status of all Vendor Personnel who may perform Services on-site at a Customer location; and/or (c) requiring that Vendor provide proof of vaccination of its Vendor Personnel who may perform Services on-site at a Customer location for immediate review upon a request from Customer.

“Deliverable” means any documentation, audio or visual media (including any content, print, images, photos, or digital media), reports, scripts, software (whether in object or source code form), hardware, or other material or deliverables of any type provided by Vendor to Customer in connection with the Services as well as any related know-how, techniques, inventions, ideas, concepts, discoveries, improvements, specifications, designs, methods, devices, systems, flow charts, diagrams or other materials or innovations of any kind (in any medium and in any stage of development or completion) made, conceived of, developed or first reduced to practice by Vendor (including any of its employees, agents or Subcontractors), alone or jointly with others, in connection with performing the Services. “Deliverable” does not include Pre-Existing IP.

“Intellectual Property Rights” mean any and all intellectual property and proprietary rights worldwide arising under applicable Law or by contract and whether or not perfected, including: (a) trade dress, trademark, and service mark rights; (b) patents, patent applications, patent rights, design rights, and utility models; (c) rights associated with works of authorship, including copyrights, copyright applications, copyright registrations, mask works rights, mask work applications, mask work registrations, and database rights; (d) rights relating to trade secrets, know-how, and confidential information; (e) any rights analogous to those set forth in this definition and any other proprietary rights relating to intellectual property; and (f) divisionals, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, or hereafter created, filed, used, or acquired, and whether registered or unregistered.

“Laws” means all federal, international, state, provincial and local laws, statutes, acts, ordinances, rules, codes and regulations, executive orders and other official releases of or by any government, or any authority, court, department or agency thereof, including those in any jurisdiction from or in which the Services are provided or received.

“Pre-Existing IP” means all designs, software, tools, methodologies, templates, utilities, libraries, and other materials owned by Vendor or a non-Customer third party independently from the performance of Services for Customer hereunder, excluding any Intellectual Property Rights owned by Customer or its Affiliates.

“Security Incident” means any unauthorized or unlawful breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to Confidential Information.

“Specifications” means, for any Deliverable, the applicable Customer requirements and specifications, including those set forth in the applicable SOW.

“Taxes” means applicable taxes, levies, duties, or similar governmental assessments of any nature, including for example any sales, use, GST, VAT, excise, gross receipts, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, profit, property, or employees of Vendor.

2.              SERVICES.

2.1           Services.  Vendor will provide services to Customer and its Affiliates (“Services”) as described in a Statement of Work that specifically references and is subject to the terms of this Agreement and is executed by the parties (“SOW” or “Statement of Work”). As part of the Services, Vendor will provide each Deliverable specified in an SOW.  

2.2           Technical Services.  If Vendor provides any Services that include (a) the creation, modification, testing, compilation, provision, design, configuration, or customization of any software (whether source or object code and whether to be used online, on-premise or otherwise), or (b) testing, configuration or customization of any equipment (collectively, “Technical Services”), the terms of Exhibit A apply to such Services.

2.3           Subcontractors.  Vendor may not subcontract any part of the Services to a non-Affiliate without Customer’s prior written consent.  If Vendor subcontracts any part of the Services to an Affiliate or unaffiliated third party (each, a “Subcontractor”), Vendor will (a) be directly responsible to Customer for the performance, acts, and omissions of such Subcontractor and any failure by such Subcontractor to comply with Vendor’s obligations under this Agreement, and (b) ensure that such Subcontractor is bound in writing to terms equally as protective of Customer as the terms of this Agreement.  Any provision of this Agreement applicable to Vendor also applies to Subcontractors.

2.4           Vendor Personnel. 

(a)            Vendor as Sole Employer; Compliance.  The only individuals authorized to perform Services under this Agreement shall be individuals employed or engaged by Vendor or a Customer-approved Subcontractor (“Vendor Personnel”).  Vendor will comply with all Laws (including immigration Laws) with respect to the employment or engagement of Vendor Personnel.  Vendor is solely responsible for all wages, benefits, taxes, hiring and firing decisions, insurance, work schedules, and work conditions of any Vendor Personnel. Neither Vendor nor any of Vendor’s employees, contractors, agents, or Subcontractors will be eligible for any benefits from Customer (including cash, equity, insurance, or retirement benefits) provided by Customer to its employees. 

(b)            Removal.  Upon Customer’s request, Vendor will immediately remove and promptly replace any Vendor Personnel performing Services under this Agreement.  For clarity, following such removal, Vendor shall be the only party responsible for any decisions with respect to a removed individual’s employment relationship with Vendor.

(c)            Background Check. Vendor Personnel shall have passed a background check conducted in compliance with applicable Law prior to performing any Services under this Agreement. Each background check shall include, at a minimum, the following requirements to the extent permitted by applicable Law: (i) government identifier (e.g., SSN), (ii) authorization to lawfully work in the location where Services will be performed, (iii) education, (iv) employment history, (v) criminal record, and (vi) global sanctions and restricted parties. 

2.5           Vendor Technology.  Unless otherwise agreed in an SOW, Vendor will provide all software, equipment, technology, and other materials necessary for it to perform the Services at its expense.  Vendor will not use or provide any generative artificial intelligence tools or features (“Generative AI”) in connection with its performance of the Services for Customer unless the parties specifically agree to the use of Generative AI in an SOW executed under this Agreement, with such Generative AI specifically identified as such in the SOW.

2.6           Access to Customer Systems and Facilities.  Customer may, in its sole discretion, provide Vendor with limited access to certain equipment, software, or systems utilized or made available by Customer (“Customer Systems”).  Such access is granted to Vendor solely to allow it to provide the Services and is limited to those specific Customer Systems, time periods and Vendor Personnel designated in the applicable SOW or otherwise pre-approved by Customer in writing.  Any use of a Customer System that is not expressly authorized by this Agreement, an applicable SOW or Customer in writing is expressly prohibited.  Without limiting the foregoing, Vendor agrees that it has adequate security measures in place to comply with the foregoing obligations and to ensure that access granted hereunder will not impair the integrity and availability of any Customer System.

3.              DELIVERABLES; INTELLECTUAL PROPERTY RIGHTS.         

3.1           Acceptance.  Following Vendor’s completion of a Deliverable, Vendor will notify Customer that the Deliverable is ready for acceptance testing.  The acceptability of the Deliverable will be based on Customer’s determination that the Deliverable conforms to the Specifications.  Customer will notify Vendor within 30 days from Customer’s receipt of the Deliverable (or such other timeframe as may be specified in this SOW) of its acceptance of the Deliverable (“Acceptance”) or, if any part of the Deliverable does not meet the Specifications, its non-acceptance of the Deliverable.  Any notice of non-acceptance shall specify Customer’s reasons for non-acceptance in reasonable detail, and Vendor will, at no additional cost to Customer, promptly correct the Deliverable.  Upon receiving the corrected Deliverable, Customer will determine the acceptability of the Deliverable in accordance with the foregoing process.  If Customer reasonably determines that any part of the Deliverable is still not acceptable, Customer may, at its option: (a) terminate the SOW and receive a prompt refund of all Fees paid by Customer under the SOW for Services associated with such rejected Deliverable; or (b) without prejudice to Customer’s right to terminate, extend the time for Vendor to correct the Deliverable.  Acceptance under this Section will not affect any warranty obligation of Vendor under this Agreement. 

3.2           Ownership of Deliverables.  Vendor agrees that all right, title, and interest in and to any Deliverables will vest solely in Customer.  Vendor will and hereby does irrevocably assign to Customer all Intellectual Property Rights in the Deliverables. To the fullest extent permitted by Law, all copyrightable aspects of the Deliverables will be deemed to be a “work made for hire” under applicable copyright Law.  If Vendor has any rights in a Deliverable that cannot be assigned to Customer under applicable Law (including any moral rights, right to be named as author, right to modify, right to prevent mutilation, and right to prevent commercial exploitation), Vendor hereby unconditionally and irrevocably waives the enforcement of such rights and waives and quitclaims to Customer any and all claims and causes of action of any kind against Customer, its Affiliates, and its licensees (through multiple tiers) with respect to such rights, and agrees, at Customer’s request and expense, to consent to and join in any action to enforce such rights.

3.3           Further Assurances.  At Customer’s request and expense, during and after the term of this Agreement, Vendor will assist and cooperate with Customer in all respects and will execute documents and, subject to the reasonable availability of Vendor, will give testimony and take such further acts reasonably requested by Customer to enable Customer to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Deliverables.  In the event that Customer is unable for any reason, after reasonable effort, to secure Vendor’s signature on any document needed in connection with the actions specified in this Section 3, Vendor hereby irrevocably designates and appoints Customer and its duly authorized officers and agents as Vendor’s agent and attorney-in-fact, to act for and on its behalf to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 3 with the same legal force and effect as if executed by Vendor. 

3.4           Pre-Existing IP.  Vendor will not provide any Pre-Existing IP unless listed in the relevant SOW.  As between Vendor and Customer, Vendor shall remain the owner of all right, title, and interest in and to all Pre-Existing IP.  To the extent any Pre-Existing IP is incorporated into or otherwise included in, or is necessary for the use or exploitation of, any Deliverable, Vendor hereby grants to Customer a perpetual, irrevocable, fully paid-up, royalty-free, transferable, sublicensable (through multiple levels), worldwide right and license to reproduce, distribute, display, and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, have made, sell, offer to sell, import and otherwise use and exploit all or any portion of such Pre-Existing IP in connection with developing, enhancing, marketing, distributing or providing, maintaining or supporting, or otherwise using or exploiting, the Deliverables or any products and services incorporating the Deliverables, in any form or media (now known or later developed).

4.              FEES.

4.1           Fees and Invoices.  All fees and charges (“Fees”) are set forth in the applicable SOW and will be paid in United States Dollars unless otherwise specified therein.  Vendor will invoice Customer on a monthly basis in arrears, except as set forth in the applicable SOW.  With respect to its invoices, Vendor will: (a) comply with Customer’s reasonable invoicing requirements, (b) include Customer’s PO number, and (c) send invoices to apinvoices@snowflake.com.  Customer will pay all undisputed invoiced amounts within 60 days of receipt of an invoice.  Customer will notify Vendor of any disputed amounts and the parties will work in good faith to resolve disputed amounts. 

4.2           Taxes.  Fees do not include any Taxes. Customer shall pay to Vendor all Taxes associated with the purchase of Services that are included on Vendor’s invoice. If Customer provides a valid exemption certificate, Vendor shall not collect the Taxes covered by such certificate.

If applicable Law requires Customer to withhold Taxes from payments, Customer shall withhold such Taxes at the statutory rate and remit them to the appropriate taxing authority. The amount withheld shall be deducted from the payments due to Vendor. Upon request, Customer will provide Vendor with an official receipt for such withheld Taxes.

If Vendor is entitled to a reduced withholding tax rate or an exemption under a tax treaty, Vendor is solely responsible for providing all necessary documentation to Customer before payment is processed. Any delay in providing such documentation may result in withholding at the full statutory rate, for which the Customer bears no responsibility. Vendor is solely responsible for determining its tax obligations and claiming any available refunds, credits, or treaty benefits.

4.3           Books and Records.  Vendor agrees to maintain accurate books and records (including data, information, reports, records, and files) consistent with generally accepted accounting practices in connection with Vendor’s performance under this Agreement.  Such books and records shall include records relevant to any Fees invoiced by Vendor to Customer. Customer’s duly authorized representatives shall have access during regular business hours, to inspect, review, and copy, at Customer’s expense, all of Vendor’s books and records pertaining to Vendor’s provision of the Services and related Fees to Customer.  These records shall be retained by Vendor for a period of four years after the termination or expiration of this Agreement.  Individual personnel records and any records containing the confidential information of other Vendor customers are expressly excluded from this inspection right.  Customer may not conduct such an inspection more than once in any 12-month period unless an audit reveals noncompliance with this Agreement or is needed to satisfy Customer’s own audit or legal obligations.  If an audit reveals that Vendor has overcharged Customer, Vendor will promptly refund such overcharge to Customer.

5.              CONFIDENTIAL INFORMATION. 

5.1           Confidentiality. In connection with this Agreement, a party may have access to the other party’s Confidential Information. Receiving Party will protect Disclosing Party’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information of like kind, but in no event with less than a reasonable degree of care.  Receiving Party will not use or disclose Disclosing Party’s Confidential Information except in connection with its performance hereunder.  Confidential Information may be disclosed only to employees or contractors of Receiving Party with a "need to know" and who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose except as set forth herein.  Receiving Party shall have appropriate written agreements with any such employees or contractors sufficient to ensure compliance with the provisions of this Agreement.  Notwithstanding anything in this Agreement or an SOW to the contrary, Vendor shall not, and shall not permit or enable any third party to, use any Customer Confidential Information or Deliverables to create, train, or improve (directly or indirectly) machine learning and/or artificial intelligence models, including any algorithms, insights, derivatives, outputs, materials, or information contained therein. Vendor will comply with the Customer Policies and any Ancillary Agreements.

5.2           Exceptions.  Confidential Information shall not include information that Receiving Party can demonstrate: (a) was rightfully in its possession or known to it without an obligation of confidentiality prior to receipt of the Confidential Information from Disclosing Party; (b) is or has become public knowledge through no fault of Receiving Party; (c) is rightfully obtained by Receiving Party from a third party without any confidentiality obligations; or (d) was independently developed by Receiving Party without use of or access to such Confidential Information.

5.3           Disclosure Required by Law.  If Receiving Party is required to disclose Disclosing Party’s Confidential Information by applicable Law or a valid and binding order of a governmental body with appropriate jurisdiction, then Receiving Party will: (a) promptly notify Disclosing Party unless it would violate such Law or order; and (b) cooperate with Disclosing Party (at Disclosing Party’s request and expense) to challenge the disclosure request, or minimize disclosure of, or obtain confidential treatment for, the Confidential Information.

5.4           Return or Destruction of Confidential Information.  Upon Disclosing Party’s request or upon expiration or termination of this Agreement, Receiving Party will promptly return or securely and permanently destroy all Confidential Information of Disclosing Party, in any form or media, and, upon Disclosing Party’s request, Receiving Party will certify that it has done so in writing; provided that Receiving Party may retain certain Confidential Information of Disclosing Party if, and only for so long as, retention is mandated under applicable Law (e.g., a litigation hold) as notified by Receiving Party to Disclosing Party.

5.5           Data Controllers.  Where each party acts as Controller as described under applicable data protection Laws (including Regulation 2016/679, General Data Protection Regulation, (“GDPR”) or the United Kingdom General Data Protection Regulation (“UK GDPR”)) with respect to the Personal Data (as defined therein) that it processes in connection with the Agreement, each party shall comply with its respective obligations under applicable data protection Laws and to the extent that the transfer of Personal Data is subject to the GDPR or UK GDPR, Module 1 of the Standard Contractual Clauses (SCCs), and/or the International Data Transfer Addendum (UK Addendum) shall apply and be incorporated by reference and form part of this Agreement.

5.6           Independent Development.  Nothing in this Agreement will prohibit Receiving Party from designing, developing, or selling services, products, concepts, systems, or techniques that are the same as, or similar to, or compete with any services, products, concepts, systems, or techniques that constitute Disclosing Party’s Confidential Information, provided that Receiving Party does not violate any of its obligations under this Agreement in connection with such independent development.

5.7           Injunctive Relief.  It is understood and agreed that notwithstanding any other provision of this Agreement, a breach by either party of this Section 5 may cause the other party irreparable damage for which recovery of money damages might be inadequate, and that the other party shall therefore be entitled to seek timely injunctive relief to protect such party’s rights under this Agreement in addition to any and all remedies available at law.

6.              REPRESENTATIONS AND WARRANTIES.

6.1           Services and Deliverables.  Vendor represents and warrants that it shall perform the Services in a timely and professional manner and with a degree of care and quality equal to the highest applicable industry standards for similar services.  Vendor represents and warrants that each Deliverable will comply with the applicable Specifications in all material respects for a period of one year following Customer’s acceptance thereof in accordance with the terms of the applicable SOW (the “Deliverable Warranty”).  If a Deliverable fails to comply with the Deliverable Warranty, Vendor will, without charge, promptly correct or repair the Deliverable so that it complies with the Deliverable Warranty. If Vendor is unable to make the Deliverables operate as warranted within 10 days of discovery and/or notice of the applicable defect(s), then Customer may terminate this Agreement and/or the applicable SOW for cause pursuant to Section 10.2 and Vendor will promptly refund to Customer all Fees paid for the corresponding Services and/or Deliverables.

6.2           General.  Each party represents and warrants that: (a) it has validly entered into this Agreement and has the legal power to do so; and (b) its execution, delivery and performance of this Agreement do not contravene, conflict with, or result in a violation of any of the terms or requirements of any legal or contractual requirement or order to which it may be subject.  Vendor represents and warrants that (i) it has any and all rights necessary to provide the Services and Deliverables to Customer and its Affiliates hereunder, including all permissions, registrations, licenses and consents; (ii) there is no threatened or pending claim or investigation that could affect its execution, delivery, or performance of this Agreement or Customer’s rights under this Agreement; (iii) neither it, nor any of its Affiliates, owners, or Vendor Personnel who perform services hereunder are named on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to any U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (iv) the Services, Deliverables and Vendor’s performance hereunder will at all times comply with all applicable Laws.

6.3           Intellectual Property Rights.  Vendor represents and warrants that the Services and Deliverables will not (a) infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third party, or (b) be subject to any restrictions, mortgages, liens, pledges, security interests, encumbrances or encroachments.

6.4           Disclaimer.  EXCEPT AS EXPRESSLY SPECIFIED IN THIS AGREEMENT OR AN ANCILLARY AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

7.              INDEMNIFICATION. 

7.1           Indemnification.  Vendor shall defend, indemnify, and hold harmless Customer, its Affiliates, and their respective employees, officers, directors, agents, and assigns from and against all third party suits, claims, demands, proceedings, and causes of action (“Claims”) for any penalties, fines, charges, damages, losses, liabilities, costs, and expenses of any nature whatsoever (including reasonable outside counsel fees) (“Losses”) alleging: (a) that the Services or Deliverables infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third party; (b) any personal injury (including death) or tangible property damage caused by Vendor; or (c) any violation of applicable Law.  If a Deliverable becomes subject to a Claim under the foregoing clause (a) Vendor may, at its option and expense, do one of the following: (i) secure for Customer the right to continue to use the Deliverable as provided herein; (ii) replace the Deliverable with a substantially equivalent, non-infringing deliverable; or (iii) modify the Deliverable so that it is non-infringing and substantially equivalent in functionality.  If none of the foregoing can be achieved within a reasonable period of time using commercially reasonable efforts, then Vendor may, following 90 days’ prior written notice to Customer, terminate the affected SOW, which shall be deemed a termination by Customer for cause pursuant to Section 10.2, and provide Customer with a refund of all fees paid for such Deliverable.

7.2           Procedures.  If Customer elects to seek indemnification for a Claim under this Section 7, Customer will: (a) promptly notify Vendor of the Claim; (b) allow Vendor to assume control of the investigation, defense, and settlement (if applicable) of such Claim at Vendor’s cost and expense; and (c) upon request of Vendor, provide all necessary cooperation at Vendor’s cost and expense.  Failure by Customer to notify Vendor of a Claim shall not relieve Vendor of its obligations; provided, however, that Vendor shall not be liable for any litigation expenses that Customer incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to Vendor in accordance with this Section. Vendor may not settle any indemnifiable Claim without Customer’s consent, such consent not to be unreasonably withheld, conditioned or delayed, if such settlement (i) does not unconditionally release Customer and its Affiliates from all liability, (ii)  imposes any obligation (financial or otherwise) on Customer or its Affiliates (other than ceasing to use infringing materials), or (iii) requires any admission of liability, wrongdoing, or fault by Customer or an Affiliate.

8.              LIMITATION OF LIABILITY.

8.1           INDIRECT DAMAGES DISCLAIMER.  EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY NOR THEIR AFFILIATES SHALL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST REVENUE OR LOST PROFITS, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2           DAMAGES CAP.  EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE GREATER OF (A) TWO TIMES THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER AND ITS AFFILIATES UNDER THIS AGREEMENT, AND (B) $1,000,000. 

8.3           EXCLUDED CLAIMS.  SECTIONS 8.1 AND 8.2 SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND SHALL NOT APPLY TO THE FOLLOWING “EXCLUDED CLAIMS”: (A) BREACH OF THE TERMS OF ANY ANCILLARY AGREEMENT; (B) LOSSES ARISING FROM A SECURITY INCIDENT; (C) CLAIMS SUBJECT TO INDEMNIFICATION UNDER THIS AGREEMENT; (D) BREACH OF SECTION 5; (E) PERSONAL INJURY (INCLUDING DEATH) OR TANGIBLE PROPERTY DAMAGE; (F) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (G) CUSTOMER’S PAYMENT OBLIGATIONS.

9.              INSURANCE.

9.1           Coverage.  During the term of this Agreement, Vendor shall, at all times and at its own expense, maintain in full force and effect the following minimum levels of insurance coverage: (a) Commercial General Liability Insurance of not less than $1,000,000 each occurrence and $2,000,000 in aggregate, and Professional Liability Insurance ("Errors & Omissions") with limits of no less than $2,000,000 per claim covering losses from any act, errors, omissions or negligence related to Vendor’s obligations under this Agreement (each such coverage shall be maintained for at least two years after termination or expiration of this Agreement); (b) Workers Compensation Insurance covering Vendor’s employees as required by any applicable Law and at the statutory limits required for each such jurisdiction, and Employer’s Liability Insurance with limits no less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit for bodily injury by disease; (c) Business Auto Liability Insurance, but only applicable if automobiles or other vehicles are used in connection with Vendor’s performance of its obligations hereunder, including coverage on owned, hired and non-owned automobiles or other vehicles with bodily injury and property damage limits of not less than $1,000,000 combined single limit; and (d) Fidelity/Crime Insurance with limits of no less than $1,000,000 per occurrence providing coverage for any loss sustained by Customer or a Customer Affiliate as a result of any dishonest act by Vendor’s officers, employees, agents or Subcontractors (whether acting alone or in collusion with others), including but not limited to theft, forgery, alteration, or transfer of funds (electronically or otherwise). The foregoing Errors & Omissions insurance policy shall include Cyber Liability, Network Security and Privacy Liability coverage for both first party and third-party coverages (including, without limitation, data/security breach costs/fines, business interruption and extra expense, cyber extortion, network and security liability, privacy liability, and electronic media liability).  Such insurance shall cover claims arising from operations or acts performed by, and materials, equipment or products used or supplied by Vendor, Subcontractors and anyone or any entity directly or indirectly employed or engaged by them, and anyone else or any other entity for whose acts Vendor may be liable.

9.2           Procedures.  Vendor shall include Customer, its Affiliates and their directors, officers, employees, landlords (if Vendor Personnel will perform Services on-site), and agents as additional insured in all required policies. Upon Customer’s request, Vendor shall provide a certificate of insurance from each insurance company providing coverage in connection herewith.  All insurance provided by Vendor shall be primary and shall not contribute with other insurance available to Customer with respect to Customer as an additional insured or any other insurance maintained by Customer.  Vendor shall notify Customer at least 30 days prior to any cancellation or non-renewal of any insurance required under this Agreement. This section shall not in any manner limit the liabilities and obligations assumed by Vendor under this Agreement.

10.              TERM; TERMINATION.

10.1           Agreement Term.  This Agreement shall remain in effect until terminated in accordance with this Section 10.  Either party may terminate this Agreement at any time when there are no SOWs in effect.  Customer may terminate any SOW for its convenience at any time without cause by giving 10 days’ prior written notice to Vendor, provided that if Customer so terminates, its only obligation will be to pay for Services performed by Vendor, and any Deliverables accepted by Customer, before the effective date of termination.

10.2           Termination for Cause.  Either party may terminate this Agreement and any SOW hereunder if the other party fails to cure a material breach of this Agreement or an Ancillary Agreement within 30 days after written notice of the breach.

10.3           Termination for Insolvency.  Either party may terminate this Agreement immediately upon written notice if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 60 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates, or otherwise fails to operate in the ordinary course.

10.4           Effect of Termination.  Termination of this Agreement also terminates all SOWs.  If this Agreement or any SOW is terminated by Customer pursuant to Section 10.2 or 10.3, Vendor shall promptly issue a refund for any prepaid Fees.  Upon any expiration or termination of this Agreement for any reason, or upon earlier request by Customer, Vendor will promptly deliver to Customer all Deliverables in whatever state of completion.

11.              GENERAL.

11.1           Publicity.  Vendor may not use Customer’s name or any of Customer’s trademarks or service marks (“Customer Marks”) without Customer’s prior written consent. If and to the extent Customer grants such consent, then: (a) Vendor will only use Customer Marks in accordance with Customer’s then-current Brand Guidelines located at snowflake.com/brand-guidelines/; (b) Vendor shall not attribute any statements to Customer without its prior review and approval; and (c) Vendor shall not by any act or omission use Customer Marks in any manner that disparages or reflects adversely on Customer or its business or reputation.

11.2           Assignment.  This Agreement may not be assigned by either party, except that either party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or transfer of all or substantially all of a party’s assets or voting securities; provided that Vendor may not assign this Agreement to a Customer Competitor without Customer’s prior written consent.  If Vendor is acquired by, merges with, or otherwise becomes an Affiliate of a Customer Competitor, Customer shall have the immediate right to terminate this Agreement and any SOWs hereunder for cause pursuant to Section 10.2.  Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void. 

11.3           Dispute Resolution.  Each party agrees that before it seeks any form of legal relief (except for a provisional remedy as explicitly set forth below) it shall provide written notice to the other party of the specific issue(s) in dispute and reference the relevant provisions of the Agreement that are allegedly being breached. Within 15 business days after such notice, knowledgeable executives of the parties shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting in good faith to resolve the dispute.  The dispute resolution procedures in this Section shall not apply to claims subject to indemnification under this Agreement or prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property or a breach of a party’s obligations with respect to Confidential Information hereunder. If after such 15 days, the parties have not resolved the issue(s) in dispute or, despite the aggrieved party’s best efforts, the executives have not met, each party may pursue its rights and remedies at law or in equity.

11.4           Governing Law; Venue.  This Agreement and all relations, disputes, claims and other matters arising hereunder (including non-contractual disputes or claims) shall be governed exclusively by, and construed procedurally and substantively as follows:

                 The parties irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction in the locations noted in the above chart corresponding to where the product(s) and services are provided, for the purposes of adjudicating any dispute arising out of or related to this Agreement (including non-contractual disputes or claims).  Each Party hereby waives any right it may otherwise have to challenge the appropriateness of such forum.  Notwithstanding the foregoing, either Party may at any time seek and obtain appropriate injunction, specific performance or other equitable relief in any court of competent jurisdiction for claims regarding such Party’s intellectual property rights or breach of a Party’s obligations of confidentiality and non-use. The United Nations Conventions on Contracts for the International Sale of Goods is not applicable to this Agreement.

11.5           Remedies.  No remedy herein conferred is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

11.6           Severability.  If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.

11.7           Force Majeure.  Neither party shall be responsible for any delay in its performance to the extent caused by events beyond its reasonable control for which no commercially reasonable workaround exists, such as acts of God, industry-wide labor disputes not specific to a party hereunder, systemic utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

11.8           Survival.  The provisions of this Agreement which by their terms require performance after the termination or expiration of this Agreement or have application to events that may occur after the termination or expiration of this Agreement, will survive such termination or expiration.  The parties’ obligations specified in Sections 3.3 (Further Assurances), 5 (Confidential Information), 7 (Indemnification), 8 (Limitation of Liability), 9 (Insurance), 10 (Term; Termination), and 11 (General) of this Agreement will survive any expiration or termination hereof.

11.9           Notices.  All notices must be in writing (in English) and addressed to the parties at the email addresses set forth on this Agreement’s cover page and an applicable SOW.  Notices are deemed received when they are sent.  Either party may change its address for notices under this Agreement by providing the other party written notice in accordance with this section.

11.10           Relationship of the Parties.  Vendor will perform services on behalf of Customer in the capacity of independent contractor, and not as an employee, partner, agent, or joint venture partner.  Neither party will make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so.

11.11           Waiver.  Waivers, to be binding, must be made in writing, referring to this Agreement and signed by the party whose right is waived.  Any effective waiver shall not be deemed a continuing waiver or a waiver of any subsequent breach of any other provisions of this Agreement.  No waiver of the terms of this Agreement or failure by either party to exercise any option, right or privilege on any occasion or through a course of dealing shall be construed to be a waiver of the same on any other occasion.

11.12           Conflicts.  In the event of a conflict or inconsistency between this Agreement, any Ancillary Agreement, any SOW executed hereunder, and/or any document referenced in this Agreement or an SOW, the conflict or inconsistency will be resolved using the following priority (with (a) governing first, followed by the rest in descending order of priority): (a) DPA, if any; (b) SPSA, if any; (c) the terms of Sections 1 through and including 11 of this Agreement; (d) Exhibits; (e) SOW, except to the extent an SOW provides that a particular section of the SOW takes precedence over a particular section of this Agreement for the purposes of that SOW only; and (f) any document referenced in this Agreement or an SOW.  For the avoidance of doubt, a more specific obligation shall not be deemed to conflict with a more general obligation if both can be complied with.

11.13           Entire Agreement.  This Agreement and any Ancillary Agreements constitute the entire agreement of the parties as to the subject matter covered herein and supersede all prior oral or written agreements, proposals, understandings, representations, conditions and promises relating thereto, and any shrink-wrap, click license or web-posted terms (whether made available before, on, or after the date hereof).  This Agreement may not be modified or amended except by a written instrument referring to this Agreement and signed on by both parties.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.    

EXHIBIT A

TECHNICAL SERVICES TERMS

1.              OPEN SOURCE SOFTWARE. 

Vendor shall not incorporate into, embody in, or provide with any Deliverable any Open Source Software unless Vendor has specifically identified such materials as Open Source Software in the applicable SOW or otherwise obtained Customer’s prior written consent.  If Customer approves use by Vendor of particular items of Open Source Software in connection with a Deliverable, Vendor will include with such Deliverable a document identifying each such item of Open Source Software, indicate whether it was modified, and include the full text of the related license(s).  Vendor will comply with Customer’s current Open Source Policy.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR ANY SOW, VENDOR MAY NOT INCORPORATE INTO ANY DELIVERABLE ANY OPEN SOURCE SOFTWARE THAT IS SUBJECT TO A COPYLEFT LICENSE.  “Open Source Software” means any open source, community or other free code or libraries of any type, including, without limitation, any code that is made generally available on the Internet without charge (such as, for example purposes only, any code licensed under any version of the MIT, BSD or Apache licenses).  “Copyleft License” means any Open Source Software license that seeks to require any party that uses, modifies or distributes the licensed code to make such code (or modification or derivative work thereof) or any other code that may be combined with or linked to such code available in source code form or that may impose any other obligation or restriction with respect to such party’s patent or other Intellectual Property Rights (such as, for example purposes only, any version of the GPL or LGPL, Affero, CPL, CDDL, Eclipse or Mozilla licenses).

2.              HARMFUL CODE. 

Vendor represents and warrants that it has implemented industry best practices to: (a) screen for and eliminate Harmful Code prior to entry into the Deliverables; and (b) scan for, identify and remove any Harmful Code from the Deliverables, including via the installation of industry-standard anti-virus software.  “Harmful Code” means (i) any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms, including malware, Trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, drop dead, or trap door devices, or (ii) computer instructions, circuitry, or other technological means designed to disrupt, damage, or interfere with Customer’s authorized use of the Services or Deliverables or Customer’s computers and communications facilities or equipment accessing the Services or Deliverables.  If an SPSA is signed in connection with this Agreement, the requirements in the SPSA will supersede this section in the event of any conflict.

3.              EXPORT COMPLIANCE. 

The parties agree to comply with all applicable export control Laws, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users.  Each party shall promptly advise the other party in writing of any known or suspected sale, transfer, or diversion in violation of the foregoing.  Vendor agrees not to export or re-export, directly or indirectly, any technical data acquired from Customer or an Affiliate hereunder or any product utilizing any such data to any country that at the time of export requires an export license or other governmental approval, without first obtaining such license or approval.