THIS SERVICE
PROVIDER ("SP") SPECIALIZATION PARTNER PROGRAM ENROLLMENT AGREEMENT (WHICH INCLUDES THE
ATTACHMENTS AND ALL PROGRAM GUIDES, TERMS AND POLICIES REFERENCED HEREIN, COLLECTIVELY, THE
"AGREEMENT") GOVERNS YOUR PARTICIPATION IN TRELLIX'S SERVICE PROVIDER SPECIALIZATION
PROGRAM ("PROGRAM") FOR TRELLIX'S CLOUD SOLUTIONS ("
CLOUD
SOLUTIONS
").
BY ACCEPTING THIS
AGREEMENT EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR OTHERWISE ELECTRONICALLY
INDICATING ACCEPTANCE, OR BY PARTICIPATING IN THE PROGRAM, YOU AGREE ON BEHALF OF YOUR COMPANY
TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT WILL BECOME EFFECTIVE AS OF THE DATE WHEN YOU
ACCEPT IT (THE "EFFECTIVE DATE").
BY ENTERING INTO
THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER BUSINESS ENTITY ("COMPANY"), YOU REPRESENT
THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY.
THE TERMS
"YOU" OR "YOUR" SHALL REFER TO YOUR COMPANY.
THE TERMS
"WE" OR "US" OR "OUR" REFERS TO TRELLIX.
TRELLIX AND
COMPANY MAY BE REFERRED TO IN THIS AGREEMENT INDIVIDUALLY AS A "PARTY" AND COLLECTIVELY
AS THE "PARTIES."
CAPITALIZED TERMS
USED IN THIS AGREEMENT HAVE THE MEANING ASSIGNED TO THEM IN SCHEDULE 1 OR ELSEWHERE IN THIS
AGREEMENT.
IF YOU DO NOT
AGREE TO THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE PROGRAM AND YOU WILL NOT HAVE ACCESS TO
TRELLIX'S PARTNER PORTAL.
FOR AVOIDANCE OF
DOUBT, THIS AGREEMENT PERTAINS ONLY TO YOUR ENROLLMENT IN THE PROGRAM AND IS NOT A SALE,
PURCHASE OR DISTRIBUTION AGREEMENT WITH TRELLIX AND DOES NOT ENABLE YOU TO ORDER ANY SERVICES
DIRECTLY FROM US.
THIS AGREEMENT IS
SUBJECT TO TRELLIX'S PRIVACY POLICY, POSTED AT
https://www.trellix.com/en-us/about/legal/privacy.html
.
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1.
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Your Enrollment in the Program
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1.1In order to become enrolled in the
Program, You must complete Trellix's Program enrollment process and accept this Agreement. You may
end your enrollment in the Program at any time by providing Trellix with thirty (30) days' advanced
written notice.
1.2Your eligibility to participate in
the Program and to receive Program benefits is conditioned upon Your ongoing compliance with this
Agreement and the Program Requirements. The Program Requirements will be made available to You upon
the completion of Your enrollment in the Program; if You do not agree with the terms of the Program
Requirements, You may end Your enrollment in the Program at any time as set forth in Section 1.1.
above.
1.3We retain the right to modify the
Program at any time and will provide notice of Program changes on the Partner Portal, which we will
make available to You. You are responsible for regularly checking the Partner Portal for Program
changes. Your continuing participation in the Program shall be Your agreement to such
changes.
1.4
Your Affiliates
. Your Affiliates are not automatically included in
the Program. Each Affiliate must separately enroll in the Program and accept this Agreement unless
You, as the parent entity, guarantee in writing to Us (per a separate agreement We will provide to
You)
the performance of
Your Affiliate's compliance with this Agreement.
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2.
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Appointment as an Authorized Service Provider of the Cloud
Solution
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2.1Subject to the terms and
conditions of this Agreement (including the Attachments), Trellix authorizes and appoints Company,
on a non-exclusive basis, solely during the Term and in the Territory, to market, promote, purchase,
and use the Cloud Services, Software and Technical Support (collectively, the "
Cloud
Solution
"), solely in conjunction with Your managed services that You provide
to End Users in the Territory. Further details regarding Your use of the Cloud Solution in
conjunction with Your managed services are found in
Attachment 2
.
2.2For avoidance of doubt, this
Agreement does not address Your purchase, use or resale of any Trellix hardware
products, standalone Trellix software licenses, or Trellix professional
services.
2.3You accept this appointment as an
authorized Trellix Service Provider Specialization, Cloud Solutions Partner.
2.4Your right of access to the Cloud
Solution is subject to Trellix's Cloud Terms of Service; Your right to Technical Support is subject
to the Technical Support and Maintenance Terms and Conditions, and Your license to use the Software
is subject to our End User License Agreement ("EULA"). All such terms are available at:
https://www.trellix.com/en-us/assets/docs/legal/Musarubra-EULA.pdf
.
2.5Unless expressly pre-approved by
Trellix in writing, You shall not authorize, appoint, or use any agents, subcontractors, or other
third parties as downstream resellers or intermediate entities to market or resell the Cloud
Solution.
3.1The Territory is
the country where Company's registered address is located ("Territory"). Unless
agreed otherwise in writing by the Parties, You will not engage in any activities under this
Agreement with any End User or potential End User who is not located in the Territory.
-
You agree to promptly forward to
Trellix all extra-territorial inquiries that do not originate from Your Territory. We reserve
the right, in our sole discretion, to permit an End User outside of the Territory to be covered
by this Agreement.
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4.
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Purchase of Cloud Solutions via Authorized
Distributors
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4.1All orders for the Cloud Solution
must be placed exclusively with an Authorized Service Provider Distributor and not directly
with us. You will have sole responsibility for choosing Your Authorized Distributor. Your purchase
of the Cloud Solution from the Authorized Distributor will be on terms and conditions as agreed
between You and the Authorized Distributor. You may change Your Authorized Distributor with
sixty (60) days' prior written notice to us.
4.2You agree to purchase the Cloud
Solution in the Territory where the End User is located. For Cloud Solutions used in a Company
Security Operations Center ('SOC'), such Cloud Solutions should be bought in the Territory of such
SOC location.
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5.
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General Program Requirements
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5.1You must achieve and maintain the
applicable Program Requirements. If You fail to achieve and maintain the Program Requirements, We
may terminate this Agreement in accordance with the Termination provisions of this Agreement.
5.2
Current Contact
Information
.
You agree to provide, and to keep updated, all contact information of the Representatives of Your
Company in Our Partner database ("Contact Information"). You grant Us permission to
use such Contact Information for the purposes of conducting the Program, in accordance with
applicable laws. We retain the right to remove Your Company's name from Our database if, after
requesting such information, You fail to provide us with any current contact information. We also
retain the right to remove access to the Partner Portal of any person whose identity with Your
organization either cannot be validated or when such access removal is required per applicable
export or other laws.
6.1As part of Your enrollment in the
Program, We will provide You access to the Partner Portal, which includes content in the form of
information, materials, and tools (the "Content") pertaining to the Program,
including the Cloud Solution.
6.2We grant You a limited,
non-exclusive, nontransferable, non-sublicensable right and license, during the Term, to access and
use the Partner Portal and Content therein, solely in accordance with this Agreement.
6.3All Content remains Trellix
property. You may only use the Partner Portal for purposes of fulfilling Your role/responsibilities
under the Program and this Agreement. We may suspend or terminate Your access to the Partner Portal
if We reasonably believe You violated or will violate this Agreement, or as needed to ensure the
security or integrity of the Partner Portal.
6.4You are responsible for
deactivating the user profile/access for any of Your personnel who are granted access to the Partner
Portal when any such personnel depart from Your Company. You will be solely responsible for any of
Your terminated employees gaining access to Trellix's systems or any of the Company's data as a
result of the failure to deactivate the employee's user profile.
Trellix grants to Company a non-exclusive, non-transferable right and license
to use, reproduce and distribute the Documentation solely for Your use of the Cloud Solution, and
for the performance of Your obligations under this Agreement; provided all use, reproduction, and
distribution complies with current guidelines and directions for the Trellix Trademarks and the
Trellix Logo Use Guidelines ("LUG").
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8.
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Intellectual Property Rights
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8.1The Cloud Solution, whether or not
provided to You, is strictly confidential to Trellix. You acknowledge and agree that the Cloud
Solution and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or
incorporated into it, all future updates and upgrades, and all other improvements, revisions,
corrections, bug-fixes, hotfixes, patches, modifications, enhancements, releases, DATs, signature
sets, upgrades, and policy and database updates and other updates in, of, or to the Cloud Solution,
all derivative works based upon any of the foregoing, and all copies of the foregoing are trade
secrets and proprietary property of Trellix, having great commercial value to
Trellix.
8.2Trellix (or Our licensors) owns
exclusively and reserves all Intellectual Property Rights in the Cloud Solution, and You may not
exercise any right, title, and interest in and to the Cloud Solution, including, without limitation,
all Intellectual Property Rights in and to the Cloud Solution, except to the extent of the limited
use license or right to use granted to You in this Agreement.
8.3
Restrictions
.
You may not, and may not cause or allow any End
User or third party to:
(a)decompile, disassemble or
reverse-engineer the Cloud Solution, or create or recreate the Source Code for the Cloud Solution;
(b)remove, erase, obscure, or tamper
with any copyright or any other product identification or proprietary rights notices, seal, or
instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Cloud
Solution or Documentation; or fail to preserve all copyright and other proprietary notices in all
copies of the Cloud Solution and Documentation;
(c)lease, lend or use the Cloud
Solution for timesharing or service bureau purposes; sell, market, license, sublicense, distribute,
or otherwise grant to any person or entity any right to use the Cloud Solution except to the extent
expressly permitted in this Agreement;
(d)use the Cloud Solution to provide,
alone or in combination with any other product or service, any product or service to any person or
entity, whether on a fee basis or otherwise except to the extent expressly permitted in this
Agreement;
(e)modify, adapt, tamper with,
translate, or create derivative works of the Cloud Solution or the Documentation; combine or merge
any part of the Cloud Solution or Documentation with or into any other software or documentation; or
refer to or otherwise use the Cloud Solution as part of any effort to develop software or cloud
services (including, without limitation, any routine, script, code, or program) having any
functional attributes, visual expressions, or other features similar to those of the Cloud Solution
or to compete with Trellix;
(f)except with Trellix's prior
written permission, publish any performance or benchmark tests or analysis relating to the Cloud
Solution; or
(g)attempt to do any of the actions
in subsections 8.3 (a) through (f).
8.4You will not remove, alter, or
obscure any copyright or other proprietary rights notices contained in the Cloud Solution, and You
will not apply any Trademarks or notices to the Cloud Solution, other than the Trellix Trademarks in
accordance with the Trademark terms of this Agreement.
8.5We reserve the right to add new
Cloud Service offerings or remove or modify existing Cloud Service offerings, from time to time, in
accordance with Our End-of-Life Policy and/or as may be required by law or at Our sole
discretion.
9.1During the Term of this Agreement
and for three (3) years after the termination or expiration of this Agreement (or for a longer
period, if required by applicable law), You shall maintain complete, clear, and accurate records,
documents, papers, or other Company materials, related to this Agreement ("Relevant Records"). You
shall establish and maintain a reasonable accounting system and internal controls to ensure the
integrity and accuracy of Your Relevant Records.
-
We will provide You with at least
ten (10) days advanced written notice of any request for You to make the Relevant Records
available to Us or to Our Representatives (or to provide copies of same). In addition, Trellix
or our Representatives may, with thirty (30) Business Days' prior written notice, audit Company
with respect to its compliance with this Agreement. Any audit will:
(a)occur no more than once per year
unless Trellix has a reasonable suspicion of a breach of this Agreement;
(b)be conducted during Your standard
business hours; and
(c)not interfere unreasonably with
Your business.
9.3Each party will bear its own costs
associated with an audit. However, You will bear Trellix's audit costs if any audit reveals a
payment discrepancy of five percent (5%) or more.
9.4You must cure any discrepancies
and pay any underpaid amount revealed by any audit ("Reinstatement Fees") as well
as any applicable out-of-compliance fee within thirty (30) days of Trellix's corresponding notice.
9.5We may terminate this Agreement
immediately under Section 10.3, without prejudice to Trellix's other rights and remedies if You fail
to cure the discrepancies or pay outstanding amounts within thirty (30) days of that
notice.
9.6The Reinstatement Fees will accrue
interest at a rate equal to the lesser of: (a) one percent (1%) per month; or (b)
the maximum permitted by applicable law, accruing from the time in which payments would have been
due if the figures were reported correctly.
10.1
Term
.
This Agreement will commence on the Effective Date
and will continue until terminated in accordance with its terms. A Party's performance of its
obligations under this Agreement after termination will not extend this
Agreement.
10.2
Termination for
Convenience
.
Either Party may terminate this Agreement at any time for convenience with
thirty (30 days prior written notice.
10.3
Termination for Cause.
Either Party may terminate this Agreement
immediately for cause as set forth elsewhere in this Agreement or if:
(a)the other Party engages in any
unlawful business practice;
(b)the other Party breaches this
Agreement and has failed to remedy a remediable breach within thirty (30) days of receipt of a
notice from the first Party specifying the breach and requiring it to be remedied, or if the breach
is incapable of remedy;
(c)the other Party or its property is
subject to insolvency or receivership procedures;
(d)the other Party becomes insolvent
or unable to pay its debts as they mature;
(e)the other Party makes an
assignment for the benefit of creditors; or
(f)the other Party becomes the
subject of any other proceeding under any bankruptcy, insolvency or debtor's relief
law.
10.4Upon any termination of this
Agreement, You must:
(a)within
ten (10) days
of termination, provide Us with a written list of all current End Users of Your managed
service that includes our Cloud Solution, listing End User names, the specific Cloud Solution
purchased by You, the type/quantity of the Cloud Solution You purchased, and the date on which Your
managed services contract under which You used the Cloud Solution, with the End User is due to
expire (the "List");
(b)immediately discontinue Your use
of the Cloud Solution and Documentation in Your possession or control; and
(c)immediately cease providing Your
managed services with our Cloud Solution, except as provided in Section 10.6 below. If You do not
provide Us with a List, You may not continue to use the Cloud Solution with Your managed services
and We may cease providing the Cloud Solution;
(d)immediately terminate all use of
Trellix's Confidential Information and return all copies of Trellix's Confidential Information to Us
or, at our direction, certify in writing that You have destroyed or permanently deleted Our
Confidential Information;
(e)immediately cease all use of, and
remove from Your website, all links, and Trellix Trademarks; and
(f)cease identifying or representing
Yourself as a Trellix Service Provider Specialization, Cloud Solutions Partner under this
Program.
10.5After termination of this
Agreement, and subject to You having provided Trellix with the details of End Users as provided in
Section 10.4 above, and in Our sole discretion, Trellix may permit You to continue to provide the
Cloud Solution to those End Users (identified in the List), subject to the terms of this Agreement
until the expiration date of the managed services contract between the applicable End User and You,
or may request that You transition such End Users to Trellix or Our designees, in which case You
will transition the End User(s) to Us or to Our designee, provide all necessary information and
cooperation to facilitate such transition, and pay to Us any portion of pre-paid fees received by
You but not yet earned. In no event, may You add additional End Users after notice of termination of
the Agreement.
10.6The expiration or termination of
this Agreement will not affect Your payment obligations under this Agreement or any separate
agreement You may have with an Authorized Distributor. Any report due under the under this Agreement
must automatically be accelerated so that the reports will be considered due within fifteen (15)
days from the effective date of the termination of this Agreement.
10.7
Survival
.
The following Sections shall survive the
expiration or termination of this Agreement, together with any other term that is by its nature
intended to survive termination of this Agreement: 8 (Intellectual Property Rights), 10 (Term and
Termination), 13 (Indemnification from Company), 14 (Limitation of Warranty), 15 (Limitation of
Liability), 19 (General Provisions), Attachment 1 (Definitions), Attachment 3 (Mutual
Confidentiality Terms).
Each Party must comply with all applicable laws governing the collection,
use and disclosure of Personal Data and must obtain any required consents with respect to the
handling of Personal Data. Trellix manages Personal Data in accordance with Trellix's Privacy
Notice available at:
https://www.trellix.com/en-us/about/legal/privacy.html
.
12.1
Trellix
License
.
Trellix grants to You a non-exclusive, non-transferable limited license
(without the right to sublicense), for the Term, to use and display the Trellix Trademarks in
connection with the Cloud Solution, strictly in accordance with the Trellix LUG, to fulfill Your
obligations under this Agreement.
12.2
Company
License
.
Company grants to Trellix and its Affiliates a non-exclusive,
non-transferable limited license (without the right to sublicense), for the Term, to use and display
the Trademarks owned by Company and used by Company in connection with its managed services
(Company Trademarks), in accordance with Company's reasonable written instructions
or any Company Trademarks usage guidelines communicated to Trellix, for the purpose of Trellix
fulfilling its obligations under this Agreement.
12.3
T
rellix and Company Quality Assurance of
Trademarks
.
Trellix will have the right to review Your use of the Trellix Trademarks and
Documentation, and You will have the right to review Our use of the Company Trademarks. Before
distributing any materials or otherwise using the other Party's Trademarks, each Party will submit a
sample of the proposed use to the other Party for review and approval. If the reviewing Party
disapproves of the use of its Trademarks, the reviewing Party will notify the submitting Party in
writing detailing its concerns and the submitting Party will not to use the other Party's Trademarks
as presented in the sample. The submitting Party will provide an edited specimen of its use of the
reviewing Party's Trademarks that addresses the concerns to the reviewing Party for review within
ten (10) days from the date of notice from the reviewing Party.
12.4
Trellix and Company Ownership of
Trademarks
.
Each Party acknowledges and agree that:
(a)Trellix is the sole and exclusive
owner of the Trellix Trademarks;
(b)Company is the sole and exclusive
owner of the Company Trademarks;
(c)each Party owns all goodwill
associated with its Trademarks;
(d)a Party's use of the other Party's
Trademarks will not create any right, title or interest in the other Party's
Trademarks;
(d)it will do nothing inconsistent
with the other Party's Trademarks ownership, either during the Term or
afterwards;
(e)use of the other Party's
Trademarks and all goodwill associated with any use will inure to the benefit of and be on behalf of
the owning Party; and
(f)it will limit the use the other
Party's Trademarks so as to create a separate and distinct impression from any other Trademark that
may be:
(i)used or affixed to materials
bearing the other Party's Trademarks; or
(ii)used in connection with services
provided under the other Party's Trademarks.
12.5
Infringement
.
Each Party will have the sole right and discretion
to bring, prosecute and settle infringement, unfair competition and similar proceedings based on its
own Trademarks.
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13.
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I
ndemnification from Company
|
13.1Company will indemnify and defend
Trellix and its Affiliates against any claims, liabilities, and expenses (including court costs and
reasonable attorney fees) that Trellix or an Affiliate incurs as a result of or in connection with
any third-party claims arising from:
(a)any representation, condition,
warranty or other term provided or offered by Company with respect to the Cloud Solution, other than
those Trellix has specified in its current EULA (for Software licenses), Cloud Terms of Service (for
the Cloud Services) and Technical Support and Maintenance Terms (for Technical
Support);
(b)Company's managed services
offerings or other services or offerings, or marketing materials;
(c)statements or representation
regarding Company's managed service offerings or regarding the Cloud Solution, other than what is
specified in the applicable Documentation provided by Trellix to Company under this
Agreement;
(d)any modification of Cloud
Solution, or use, operation or combination of the Cloud Solution with non-Trellix products, services
or data;
(e)any claims, costs, damages, and
liabilities whatsoever asserted by any Company Representative; or
(f)any violation by Company of
applicable laws.
13.2We will notify You promptly in
writing of any claim for which Trellix seeks indemnification. Unless We instructed, You will conduct
the defense of any claim and any related settlement negotiations, and You must not make any
settlement that involves a remedy relating to admission of liability by, injunctive relief against,
or other affirmative obligations by Trellix, or which is otherwise detrimental to Trellix's
interests, without Our written consent.
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14.
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Limitation of Warranty
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14.1Trellix's warranty regarding the
Cloud Solution is for the benefit of Company and is limited to those warranty obligations expressly
specified in the Cloud Terms of Service, the EULA and Technical Support and Maintenance Terms and
Conditions. You do not have the right to make or pass on any express or implied warranty, condition,
or representation on Trellix's behalf to any End User.
14.2
Disclaimer
. TO THE EXTENT PERMITTED BY LAW, TRELLIX MAKES NO
OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE CLOUD SOLUTION AND DISCLAIMS
ALL OTHER OBLIGATIONS AND LIABILITIES, OR EXPRESS AND IMPLIED WARRANTIES REGARDING THE CLOUD
SOLUTION, INCLUDING QUALITY, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, PERFORMANCE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT; OR THAT THE CLOUD SOLUTION IS
FREE FROM ERRORS OR DEFECTS.
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15.
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LIMITATION OF LIABILITY
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15.1SUBJECT TO SECTIONS 15.3 AND
15.4, EACH PARTY'S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR CLAIMS UNDER OR RELATED TO THE
SUBJECT MATTER OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYMENTS PAID OR PAYABLE BY COMPANY TO AN
AUTHORIZED DISTRIBUTOR FOR THE CLOUD SOLUTION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR
CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION SHALL APPLY TO ALL CAUSES OF ACTION IN
THE AGGREGATE.
15.2
WAIVER OF CONSEQUENTIAL
DAMAGES
.
SUBJECT TO SECTION 15.3 AND 15.4, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOST PROFITS, LOST BUSINESS, LOSS OF GOODWILL, LOST
REVENUE OR LOST SAVINGS, LOSS OF USE OR LOSS, STOLEN OR DAMAGED DATA OR INTERRUPTION OF BUSINESS,
LOSS OF PERSONNEL SALARIES, COMPUTER OR SYSTEM FAILURE OR MALFUNCTION, COSTS OF OBTAINING SUBSTITUTE
PRODUCTS, WORK STOPPAGE, DENIAL OF ACCESS OR DOWNTIME, SYSTEM OR SERVICE DISRUPTION OR INTERRUPTION,
AS WELL AS THE COSTS OF RESTORING ANY LOST, DAMAGED, OR STOLEN DATA, INFORMATION OR SYSTEMS, EVEN IF
THE DAMAGES WERE FORSEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
15.3THIS LIMITATION OF LIABILITY
APPLIES WHETHER SUCH CLAIMS ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
BREACH OF WARRANTY, EQUITY, STATUTE OR OTHERWISE.
15.4NOTHING IN THIS AGREEMENT LIMITS
OR EXCLUDES (A) COMPANY'S PAYMENT OR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; (B) BREACH OF
THE MUTUAL CONFIDENTIALITY OBLIGATIONS (IN ATTACHMENT 3); (C) BREACH OF THE OBLIGATIONS IN SECTION 8
(INTELLECTUAL PROPERTY RIGHTS), OR (D) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER
APPLICABLE LAW.
16.1Each Party shall comply with its
respective national, state, and local laws and regulations governing the performance of each Party's
obligations under this Agreement during the Term, including, without limitation, anti-bribery laws
(further addressed below).
16.2
Compliance with Anti-Bribery
Laws
. Each
Party agree to comply with all applicable anti-bribery laws, including, but not limited to, the U.S.
Foreign Corrupt Practices Act ("FCPA"), the U.K. Bribery Act, or other applicable
anti-corruption law ("Anti-Corruption Laws"). Each Party represents and warrants
that:
(a)neither it, nor anyone acting on
its behalf, has violated or will violate the Anti-Corruption Laws in connection with this
Agreement;
(b)it has not and will not, directly
or indirectly, offer, promise, authorize, solicit, pay, or give anything of value to any Government
Official to:
(i)influence an act or decision of
the Government Official in his or her official capacity;
(ii)induce the Government Official to
do or omit to do any act in violation of the lawful duty of such
official;
(iii)secure an improper advantage;
or
(iv)induce the Government Official to
use his or her influence to affect or influence any act or decision of a government or
instrumentality, in each case in order to assist Trellix or any of its Affiliates in obtaining or
retaining business; and
(v)none of its employees, directors,
owners, officers, or principals, or any immediate family member of a director, owner, officer, or
principal, is a Government Official with influence over this Agreement.
(c)You will notify Trellix within
five (5) Business Days if at any time during the Term of this Agreement any of Your
employees, directors, owners, officers, or principals is named, appointed, or otherwise becomes a
Government Official with influence over this Agreement. If, in Our opinion, that change
increases its compliance risks related to this Agreement, the Parties will work together to reach an
acceptable solution. If no acceptable solution can be found, the change will constitute grounds for
Us to terminate this Agreement without cause, per Section 10.2.
16.3You must ensure that Your
subcontractors, subagents, vendors, or any other third parties performing services in connection
with this Agreement and acting under Your authority or control are aware of and do not violate the
Anti-Corruption Laws. If You learn of or suspect any payment or transfer of value (or any offer or
promise to pay or transfer) in connection with this Agreement that would violate or likely violate
the Anti-Corruption Laws, You will immediately disclose the violation or potential violation in
writing to Us.
17.1You will not, directly or
indirectly, export, transmit, distribute or use the Cloud Solution or any portion thereof (including
any technical data) to or in any country to which export or transmission is restricted by
regulation, statute, or other law ("Law"), without the authorization, if required,
of the Bureau of Industry and Security of the U.S. Department of Commerce or any other applicable
governmental entity that may have jurisdiction over export or transmission.
17.2You will not use or transfer the
Cloud Solution, or any portion thereof, for end use relating to any nuclear, chemical, or biological
weapons, or missile technology unless authorized by the U.S. Government by regulation or specific
license.
17.3You acknowledge and agree that
Software containing encryption that may be provided in conjunction with the Cloud Solution may
require authorization from the U.S. and other applicable authorities including the European Union,
prior to export. Company also acknowledges and agrees that any Cloud Solution containing encryption
may be subject to import or use restrictions in other countries. Additional information may be found
on Trellix's "Export Compliance" webpage (
https://www.trellix.com/en-us/about/export-compliance.html
), as updated from time to
time.
17.4If We receives notice that You
are, or become identified as, a sanctioned or restricted party under applicable law, We will not be
obligated to perform any of Our obligations under this Agreement if such performance would result in
violation of the sanctions or restrictions.
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18.
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REPRESENTATIONS AND WARRANTIES
|
In addition to any other express representation or warranty specified in this
Agreement, each Party represents and warrants to the other, and it is a condition of this Agreement,
that as at the date of this Agreement: (a) this Agreement constitutes a legal, valid, and binding
obligation of the Party, enforceable in accordance with its terms by appropriate legal remedy; and
(b) it has the legal and corporate power to enter this Agreement.
-
Independent Contractors
. The Parties are independent contractors for
all purposes under this Agreement. The use of the term "partner" by either Party, in connection
with the Program, is purely for marketing purposes; it neither establishes any partnership
between the Parties, nor indicates the intent of either Party toward a partnership or joint
venture. Company and Trellix do not have any agency, franchise, or fiduciary relationship.
19.2
Assignment
.
(a)You may not sublicense, assign, or
transfer its rights or delegate its duties or obligations under this Agreement without Our prior
written consent. Any attempt by You to sublicense, assign, delegate, or transfer any of Your rights,
duties, or obligations under this Agreement, whether directly, or indirectly by merger, acquisition
or change of control, will be null and void.
(b)
Our rights and obligations, in whole or in part,
under this Agreement, may be assigned or delegated by Us to any of Our Affiliates or in connection
with a merger, reorganization, consolidation or sale of all or a portion of Our business,
, including the right to make
payments and the right to receive money due under this Agreement, without prior notice to
You.
19.3
Severability
.
If a court holds that any provision of this
Agreement is invalid or unenforceable under applicable law, the court will modify the provision to
the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and
enforceable, the court will sever and delete the provision from this Agreement. The change will
affect neither the validity of the amended provision nor the validity of any other provision of this
Agreement, which will continue in full force and effect.
19.4
No Waiver
.
A party's failure or delay in enforcing any
provision of this Agreement will not operate as a waiver of the right to enforce that provision or
any other provision of this Agreement at any time. A waiver of any provision of this Agreement must
be in writing, specify the provision to be waived and signed by the party agreeing to the
waiver.
19.5
Force Majeure; other excusable failures or
delays in performance
. Neither party is liable for delays or failures to perform any of its
obligations under this Agreement to the extent caused by a Force Majeure Event. A "
Force
Majeure Event"
means any event beyond a Party's reasonable control that, by its nature,
could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes,
lock-outs or other industrial disputes (whether involving its own workforce or a third party's),
acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or
sabotage, shortage of supply or delay in delivery by Trellix's vendors, fire, flood, earthquake,
accident, radiation, inability to secure transportation, failure of communications or energy
sources, malicious damage, breakdown of plant or machinery, or default of suppliers or
sub-contractors.
19.6Trellix does not solicit or
accept complaints from its channel partners about other partner's sales or pricing practices and
will not engage in any such discussions. All channel partners are free to unilaterally determine
their resale prices
19.7
Governing Law;
Venue
.
All disputes
arising out of or relating to this Agreement, or its subject-matter will be governed by the laws of
the State of California, USA, without regard to conflicts of law principles, and shall be brought in
Superior Court of the State of California in Santa Clara County, or in the Federal District Court of
the Northern District of California in San Jose, California, as permitted by law. The United Nations
Convention on Contracts for the International Sale of Goods and the Uniform Computer Information
Transactions Act do not apply to this Agreement.
19.8
Amendment
. This Agreement may be amended only by written and
signed agreement of the Parties (including electronic acceptance on the Trellix Partner Portal) but
may not be modified by email or any oral communication by the Parties
other
than
the mutually-agreed addition of Affiliates pursuant to Section 1.4 (Your
Affiliates).
19.9
Notice
.
Any notice given under or in relation to this
Agreement must be in writing. We will provide notice of Program changes on the Partner Portal. Other
notices shall be provided by either Party to the other in writing and will be considered delivered
when received if delivered by hand with receipt, the next business day after sending it by pre-paid,
nationally recognized, overnight air courier with tracking capabilities, or five (5) Business Days
after being sent by registered or certified airmail, return receipt required, postage prepaid, as
follows:
For Notice to Trellix
: To the Attention of the Legal Department, 6000
Headquarters Drive, Ste. 600, Plano, TX 75024, USA.
For Notice to Company
: Your then-current name and address that You have
provided to Trellix in Your partner profile on the Partner Portal.
19.10
No Third-Party
Beneficiaries
.
Nothing in this Agreement, either express or implied, is intended or shall be construed to confer
upon any entity (including any End User), other than the Parties, any remedy or claim by reason of
this Agreement, and any such remedies or claims shall be for the exclusive benefit of the Parties,
as applicable.
19.11
Injunctive and other Equitable
Relief
.
In addition to any and all
remedies available at law, a Party will be entitled to seek injunctive relief or other equitable
remedies in the event of any threatened or actual violation of any or all of the provisions
hereof.
19.12
Enforceability
. You agree that Your representative who
electronically accepts this Agreement has the capacity and authority to execute this Agreement on
Your behalf. You and Trellix each waive any defense to the validity or enforceability of this
Agreement by You.
19.13
Entire
Agreement
.
This Agreement constitutes the entire understanding between Trellix and
Company relating to its subject-matter and supersede all oral or written proposals, and all
communications between the Parties relating to its subject-matter. The terms of this Agreement will
prevail, notwithstanding any variance with any other written instrument submitted by Company,
whether or not expressly rejected by Trellix.
-Attachments 1, 2 and 3
follow this page-
Attachment
1
DEFINITIONS
The capitalized terms below shall have the following meaning as used in this
Agreement:
Affiliate
, with respect to Company, means any legal entity that owns,
is owned by or that is under common ownership with Company. Ownership means control of more than 50%
interest.
Affiliate
, with respect to Trellix, means any direct or indirect
subsidiary of Musarubra US LLC.
Agreement
means this agreement, including all attachments, schedules and identified
documents, including documents incorporated by reference, as amended from time to
time.
Authorized Service Provider Distributor
means any entity authorized by Trellix to
distribute the Cloud Solution to Company.
Business Day
means any day other than a Saturday, Sunday, statutory or public holiday in
the United States.
Cloud Solution
means collectively, Trellix's Cloud Services, Software and Technical Support
offerings, that Trellix makes commercially available to SP to purchase under the
Program.
Cloud Services
means the Trellix cloud services as defined in, and subject to, the Cloud
Terms of Services.
Cloud Terms of Service
means the Cloud Service terms and conditions found
at
https://www.trellix.com/en-us/about/legal.html
.
Confidential Information
has the meaning defined in Attachment 3.
Derivative Work
means a work that is based on one or more preexisting works (such as a
revision, translation, dramatization, motion picture version, abridgment, condensation, enhancement,
modification, or any other form in which preexisting work may be recast, transformed, or adapted)
which, if created without the authorization of the copyright owner of the preexisting work, would
constitute copyright infringement.
Documentation
means any explanatory materials, such as user manuals, training materials,
product descriptions, data sheets, regarding the implementation and use of the Cloud Solution that
is provided by Trellix. Documentation may be provided in printed, electronic, or online
form.
End-of-Life or EOL Policy
means Trellix's policy regarding the Support
Lifecycle of Trellix's Cloud Services, Software and Technical Support, available at
https://trellix.com/en-us/assets/docs/legal/support-policy-product-support-eol.pdf.
End User
means, as applicable to Company's role as an SP, the End User is an
individual or entity for whom Company uses the Cloud Solution in conjunction with SP's managed
services.
End User License Agreement
or EULA means the standard
Trellix End User License Agreement available at
https://www.trellix.com/en-us/assets/docs/legal/Musarubra-EULA.pdf
which governs the use of the
Software. Depending on the Software, the EULA may be in executable, "shrink-wrap" or "click-through"
form.
Force Majeure Event
is defined in Section
19.5.
Government Official
means any officer, employee or person acting in an
official capacity for any government department, agency, or instrumentality, including state-owned
or -controlled companies, and public international organizations, as well as a political party or
political party official or candidate for political office.
Grant Letter
means any written (electronic or otherwise) confirmation notice that Trellix
issues to Company confirming the Cloud Solution (i.e., the specific Cloud Services, Software
licenses and Technical Support purchased) and applicable Product Entitlement. The Grant Letter
identifies the SKU number, quantity, Subscription Period or Support Period, and other access and use
details.
Grant Number
means a unique number specified in a Grant Letter, which is required to
access or download the Cloud Solution specified in the Grant Letter.
Intellectual Property Rights
means all intellectual property or other
proprietary rights throughout the world, whether existing under statute, at common law or in equity,
now existing or created in the future, including: (a) copyright, trademark and patent rights trade
secrets, moral rights, right of publicity, authors' rights; (b) any application or right to apply
for any of the rights referred to in paragraph (a); and (c) all renewals, extensions, continuations,
divisions, restorations or reissues of the rights or applications referred to in (a) and (b)
above.
Trellix LUG
or Trellix Logo Usage Guidelines means the Trellix Trademark
Policy & Guidelines, as amended from time to time, that govern the use of Trellix Trademarks and
logos, available on the Partner Portal or as otherwise provided.
Trellix Service Provider Specialization Program
is a type of
channel partner program that Trellix offers to service providers and is described on the Partner
Portal.
Trellix Trademarks
means all names, slogans, marks, symbols, logos,
designs, trade dress and other brand designations (Trademarks) used in connection
with the Cloud Solution.
SP
means managed service provider.
Open-Source Software
means any royalty-free software that requires, as
a condition of use, modification or distribution of the software or any other software incorporated
into, derived from or distributed with the software (Derivative Software), any of
the following:
(a)The source code of the software or
any Derivative Software must be released or otherwise made available to third
parties;
(b)Permission for creating Derivative
Works of the software or any Derivative Software must be granted to third parties;
and
(c)Changes made to the software must
be documented and disclosed when the software or any Derivative Software is being
distributed.
Open-Source Software includes any software that is subject to: the GNU General
Public License, GNU Library General Public License, Artistic License, BSD license, Mozilla Public
License, Affero GNU General Public Licenses, or any license listed on
www.opensource.org/licenses
.
Partner Portal
means the Trellix domain that Company accesses online to perform its duties
as an SP.
Personal Data
or Personal Information means any information relating to an
identified or identifiable individual or is otherwise defined as 'Personal Data' under the General
Data Protection Regulation or other applicable data protection laws. to the extent that the
definition of 'Personal Data' under the applicable data protection laws is broader than the
preceding definitions.
Program
means Trellix's then-current Trellix Service Provider Specialization, Cloud
Solutions.
Program Guidelines
means Trellix's written guidelines, as amended
from time to time, that specify the Service Provider Specialization Program Requirements, and which
guidelines are available on the Partner Portal.
Program Requirements
means the training, certification, and other
requirements that You required to achieve and maintain as part of You participation in the Program,
as specified in the Service Provider Specialization Program Guidelines.
Product Entitlement
means the license or subscription types set forth
in the Grant Letter and defined at
https://www.trellix.com/en-us/assets/docs/legal/trellix-product-entitlement-definitions.pdf
.
Reinstatement Fees
are defined in Section
9.4.
Relevant Records
is defined in Section
9.1.
Representatives
means a Party's Affiliates, permitted resellers, subcontractors, employees or
authorized agents.
Software
means any software programs owned or licensed by Trellix, and as defined in
the EULA, that Trellix makes available to SP (in object code format) for SP's use in connection with
the Cloud Solution.
Source Code
means computer code and source documentation where the program logic is in
human-readable form, in that it is visible to and understandable or deducible by a human being.
Source Code includes printed listings of the program, or an encoded machine-readable form, such as
might be recorded on magnetic tape or disk, from which a printed listing can be made by processing
it with a computer, and all unlinked object files or modules created from the Source Code of that
software program or computer code.
Technical Support
means the services that Trellix makes commercially
available for SP under the Program, for the support and maintenance of the Cloud Solution, and as
described in the Technical Support and Maintenance Terms and Conditions.
Territory
means the country where Company's registered address is
located.
Service Provider Specialization Program Guidelines
means the
then-current Trellix guidelines available on the Partner Portal.
Support Period
means the period for which the SP is entitled to Technical Support, as
specified in a Grant Letter.
Technical Support and Maintenance Terms and
Conditions
means the Trellix Technical Support and Maintenance for Hardware and Software terms and conditions
that detail Support, available at
https://www.trellix.com/en-us/assets/docs/legal/technical-support-and-maintenance-terms-and-conditions.pdf
.
Term
means the period this Agreement is in force.
-Attachment 2 follows
this page-
Attachment
2
MANAGED SERVICE
PROVIDER SPECIALIZATION SCHEDULE
(TRELLIX CLOUD
SOLUTION)
This schedule includes additional terms regarding Your purchase and use of the
Cloud Solution. The Cloud Solution can be purchased in SKU types described below, and as identified
in Trellix's Service Provider Price Book. For avoidance of doubt, Your right to purchase either SKU
is subject to, and conditioned upon, Your use of the Cloud Solution solely in combination with Your
managed services that You market, sell and provide to End Users for their internal business
purposes.
Pay-Go SKUs
. The Pay-go SKU is as a monthly royalty offering and is
non-transferable to the End Users.
Standard Upfront or Annual SKUs
.
The Standard Upfront SKU offering has transfer
rights to the End User.
Product Entitlement Definitions
.
Your use of the Cloud Solution is also subject to
Our Product Entitlement Definitions and the Grant Letter. You agree to use the Cloud Solution in
support of the End User for the same duration of time as the subscription term for the Cloud
Solution that You purchase from an Authorized Distributor (e.g., if You purchase a single three-year
term for the Cloud Solution, You will use such Cloud Solution with the End User for that same time
duration).
2.1
Your Support Obligations - Base Partner
Support
.
-
You must comply
with the Trellix Base Partner Support Program (found at
www.McAfee.com/base-partner-support-terms
, and incorporated herein), under which You
will provide Tier 1 support to the End Users. You will be entitled to receive
support from service provider trained Trellix support engineers on Your completion of the
required Trellix service provider specialization training.
-
You are solely responsible for
all verbal and written contact, support, and maintenance with the End Users regarding Your
managed services.
2.2
Trellix's Support
Obligations
.
Trellix will provide to You the level of support described in the Trellix
Base Partner Support Program and the Technical Support and Maintenance Terms and Conditions.
Trellix's obligation to provide support for the Cloud Solution is subject to Your compliance with
the Technical Support and Maintenance Terms and Conditions and payment of the relevant support and
maintenance fees.
Subject to the terms and conditions of the Agreement and this
Attachment
2
, Trellix grants to You the non-exclusive and non-transferable rights described herein.
Trellix reserves all rights not expressly granted in the Agreement and this
schedule.
3.1When You purchase
Pay-go
(Monthly Royalty) SKUs:
(a)You may use the Cloud Solution for
the purpose of providing a managed service to individually identified and/ or multiple End Users
solely for the End Users' internal business purposes.
(b)You must hold the Cloud Solution
solely in Company's name and cannot transfer any rights or licenses to any End User.
(c)You may set the terms of the
service offering to its End Users, but such terms will be at least as protective of Trellix as
Trellix's Cloud Terms of Service, EULA and Technical Support Terms and Conditions, as applicable.
3.2When You purchase the
Standard Upfront or Annual SKUs:
(a)You may acquire and manage
licenses or rights to use the Cloud Solution on behalf of individually named End Users.
(b)You may use the rights of use and
licenses for the Cloud Solution acquired for the named End User solely for the internal business of
that named End User. Licenses and rights to use are specific to an End User and may not be
transferred.
-
You are solely responsible for
purchasing the correct number of licensing units of the Software, and subscriptions of the Cloud
Services, and associated Technical Support, for each End User, and the combination thereof,
required to provide the Cloud Solution in accordance with the then-current Trellix Cloud Terms
of Service, EULA and Technical Support Terms and Conditions.
(d)If an End User terminates its
relationship with You (acting as an SP), the End User may request that the management of the Cloud
Solution be transitioned to the End User at the end of the current Support term.
For
avoidance of doubt, the transfer must not occur before You have purchased and supported the
Cloud Solution for a minimum of one (1) year
. Upon any such written request, Company
will provide all necessary information and cooperation to facilitate such transition, and execute
any documents reasonably requested by End User or Trellix to facilitate such transition in
accordance with Trellix's standard transition process.
3.3You have the right to use Trellix
"Not for Resale" Cloud Solution for the purposes of training Your own personnel, demonstrating the
Cloud Solution, and testing in accordance with Our then-current Trellix "Not For Resale" terms,
which We will provide to You upon request.
3.4
Restrictions
. The following usage restrictions
apply:
(a)Unless providing the Cloud
Solution to the appropriate named End User as set out above, You must not distribute, license, or
sublicense the Cloud Solution as a stand-alone product or service
offering.
(b)You may not distribute the service
offering by electronic distribution unless the distribution is by a secure distribution model, in
line with then current and relevant industry standards and practice.
(c)
Open-Source Software
Restriction
. Unless expressly pre-authorized by a Trellix executive (at the VP level or
above) in writing, You shall not combine, resell or distribute any Software (that is part of the
Cloud Solution) with Open-Source Software or with software developed using Open-Source Software
(e.g., tools) in a manner that subjects the Cloud Solution or any portion of the Cloud Solution, to
any license obligations of the Open-Source Software.
|
4.
|
PERFORMANCE AND REPORTING
|
-
reporting requirements can be found in the Service Provider
Specialization Program Guidelines. Trellix reserves the right to set fees in the Service
Provider Specialization Program guidelines for Company's failure to report or to timely report.
Additionally, Company will report to Trellix such sales forecast information as Trellix requests
from time to time. At a minimum, such reports will include monthly forecasts in a format
designated by Trellix, including End User information.
You will use reasonable, good faith efforts to promote and market Your managed
services that include the Cloud Solution.
-End of Attachment
2-
-Attachment 3 follows
this page-
Attachment
3
Mutual
Confidentiality Terms
|
1.
|
Confidential Information
|
1.
Confidential Information
as used herein, means any information (regardless
of the form of disclosure or the medium used to store or represent it) of a party
(Disclosing Party), including trade secrets and technical, financial, or business
information, data, ideas, concepts, or know-how, that:
(a)is designated as "confidential" or
by similar words by the Disclosing Party at the time of disclosure and, if oral or visual, is
confirmed as confidential by the Disclosing Party in writing within fifteen (15) days of disclosure;
or
(b)the receiving party
(Recipient) should reasonably have considered to be confidential under the
circumstances surrounding disclosure.
2.
Exclusions
. Confidential Information does not include any
information that:
(a)written records demonstrate was
lawfully acquired by or previously known to the Recipient independent of the Disclosing
Party;
(b)is received from a third party
without restrictions on its use or disclosure and not by inadvertence or
mistake;
(c)is or has become disseminated to
the public through no fault of the Recipient and without violation of the terms of this Agreement or
other obligation to maintain confidentiality; or
(d)is created independently by the
Recipient without breach of this Agreement, including any obligation of confidentiality owed to the
Disclosing Party.
3.Each party acknowledges that it may
have access to Confidential Information of the other party in connection with this Agreement, and
that each party's Confidential Information is of substantial value to the Disclosing Party, which
could be impaired if it were improperly disclosed to third Parties or used in violation of this
Agreement.
4.Each Recipient of Confidential
Information under this Agreement must:
(a)keep the Disclosing Party's
Confidential Information confidential and protect it at least to the same extent it protects its own
Confidential Information and to the same extent that a reasonable person would protect such
Confidential Information;
(b)not use the Disclosing Party's
Confidential Information in any way for its own account or the account of any third party except to
perform its duties or exercise its rights under this Agreement or as otherwise authorized under this
Agreement; and
(c)not disclose the Disclosing
Party's Confidential Information except to perform its duties or exercise its rights under this
Agreement or as otherwise authorized under this Agreement, provided
that:
(d)any disclosure made to the
Recipient's employees, contractors or agents is on a need-to-know basis;
and
(e)the Recipient's employees,
contractors, or agents in receipt of the Confidential Information are under an obligation of
confidentiality no less stringent than that specified in this section.
5.Notwithstanding the restrictions in
set out above, if the Recipient is required to disclose any of the Disclosing Party's Confidential
Information by law, such as in response to a subpoena or requirement of any court, arbitral,
administrative, or legislative body, the Recipient must:
(a)where reasonably possible and
permitted, immediately provide written notice to the Disclosing Party of the required disclosure to
give the Disclosing Party an opportunity to move for a protective order or otherwise prevent the
disclosure;
(b)disclose only the minimum amount
of Confidential Information required to satisfy the legal obligation;
and
(c)assert and take proper steps with
the body requiring disclosure to maintain the confidentiality of the Confidential Information to be
disclosed.
6.Company will immediately notify
Trellix if Confidential Information of Trellix is used or disclosed in breach of this Agreement. As
monetary damages may not be sufficient relief if anyone violates or threaten to violate the terms of
this section, Trellix is immediately entitled to enforce its rights by specific performance or
injunction proceedings, in addition to any other rights or remedies it may
have.
7.Upon the Disclosing Party's request
and upon termination of this Agreement (unless agreed otherwise by the Parties at the time), each
party will return, destroy, or delete permanently (at the Disclosing Party's election) the other
party's Confidential Information.
8.On termination of this Agreement,
the Recipient must continue to keep the Disclosing Party's Confidential Information confidential for
five (5) years in accordance with this section.
9.Neither party may make any public
statement (such as press releases or public announcements) about this Agreement or the relationship
of the Parties without the other party's prior written consent.
10.If either party provides the other
with any sales leads or proprietary information pertaining to a particular prospective End User
(End User Information), the Recipient must keep the End User Information
confidential and not disclose the End User Information to any third party without the Disclosing
Party's consent. However, any information related to the following entities will not be considered
End User Information: any current users of any Cloud Solution, any person or entity then being
solicited by Trellix or any of Trellix's Distributors, dealers, agents, or other Representatives.
Notwithstanding the above, sharing of End User Information will not restrict Trellix's ability to
pursue any arrangements with a prospective End User.
11.Trellix will not be required to
treat as Confidential Information any suggestion or idea You provide to us regarding the Cloud
Solution or other Trellix products or services (Feedback), and nothing in this
Agreement or in the Parties' dealings arising out of or related to this Agreement will restrict
Trellix's right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without
compensation to Company or any third party or provide Company or any third party with any rights to
the Cloud Solution or to other Trellix products or services.