Master Services Agreement

1. Services.

• MuleSoft shall provide the number of person-days of professional consulting services ("Services") purchased in the applicable Order Form. The parties acknowledge that the scope of the Services provided hereunder consists solely of either or both of: (i) assistance with software installation, deployment, and usage; or (ii) development or delivery of additional related MuleSoft copyrighted software or code. Services may be ordered by Customer pursuant to a SOW describing the work to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information. Each SOW must be signed by both parties before MuleSoft shall commence work under such SOW. If the parties do not execute a separate Statement of Work, the Services shall be provided as stated on the Order Form. Customer will reimburse MuleSoft for reasonable travel and lodging expenses as incurred.

2. Ownership.

• 2.1 Work Product. Customer acknowledges that in the course of performing any services, MuleSoft may create software or other works of authorship (collectively "Work Product"). Subject to Customer's rights in the Customer Confidential Information, MuleSoft shall own all right title and interest in such Work Product, including all intellectual property rights therein and thereto. If any Work Product is delivered to Customer pursuant to or in connection with the performance of Services (a "Deliverable"), MuleSoft hereby grants to Customer an irrevocable, perpetual, nonexclusive, worldwide, royalty-free right and license to use, execute, reproduce, display, perform, distribute (internally and externally), transfer, exploit and make derivative works of any such Deliverables.
• 2.2 Other Materials. Customer agrees and acknowledges that Customer is not obtaining any intellectual property right in or to any materials provided by MuleSoft to Customer in connection with the provision to Customer of Services ("Materials"), other than the rights of use specifically granted in this Agreement. Customer will be entitled to keep and use all Materials provided by MuleSoft to Customer, but without any other license to exercise any of the intellectual property rights therein, all of which are hereby strictly reserved to MuleSoft. In particular and without limitation, Materials may not be copied electronically or otherwise whether or not for archival purposes, modified including translated, re-distributed, disclosed to third parties, lent, hired out, made available to the public, sold, offered for sale, shared, or transferred in any other way. All MuleSoft trademarks, trade names, logos and notices present on the Materials will be preserved and not deliberately defaced, modified or obliterated except by normal wear and tear. Customer shall not use any MuleSoft trademarks without MuleSoft's express written authorization.

3. Fees and Payment.

• 3.1 Services Fees. Customer shall pay all fees for each Services as specified on the applicable Order Form. Customer may purchase additional Services by entering into additional Order Forms with MuleSoft. The Services fee for each additional Services will be MuleSoft's then-current Services fee. MuleSoft reserves the right to modify its Services fees at any time, upon at least thirty (30) days prior notice to Customer, which notice may be provided by e-mail.
• 3.2 Payment Terms. All fees are as set forth in the applicable Order Form and shall be paid by Customer thirty (30) days from invoice unless otherwise specified in the applicable Order Form. All payments are non-refundable (except as expressly set forth in this Agreement). Customer shall be responsible for all taxes, withholdings, duties and levies arising from the order (excluding taxes based on the net income of MuleSoft). Fees are non-refundable upon payment. Payments will be made without right of set-off or chargeback. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. If payment of any fee is overdue, MuleSoft may also suspend provision of the services until such delinquency is corrected.

4. Term of Agreement.

• 4.1 Term. This Agreement is effective as of the Effective Date and shall continue for a period of one (1) year (the "Term"). Either party may terminate this Agreement (including all related Order Forms) if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within 60 days thereafter). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
• 4.2 Effects of Termination. Upon expiration or termination of this Agreement for any reason: (a) any amounts owed to MuleSoft under this Agreement before such termination will be immediately due and payable; (b) each party will return to the other party the Confidential Information of the other party that it obtained during the course of this Agreement; and (c) Customer must certify in writing to MuleSoft that it has returned or destroyed all MuleSoft Confidential Information.
• 4.3 Survival. Sections 2 (Ownership), 3 (Fees and Payment), 4 (Term of Agreement), 5.4 (Warranty Disclaimer), 7 (Limitation of Remedies and Damages), 8 (Confidential Information) and 9 (General) shall survive any termination or expiration of this Agreement.

5. Limited Warranty and Disclaimer.

• 5.1 Services. The Services shall be deemed to be accepted by Customer upon delivery. MuleSoft warrants that the Services to be performed hereunder will be done in a workmanlike manner and shall conform to standards of the industry. If the Services are not performed as set forth above, MuleSoft will re-perform the applicable Services.
• 5.2 The remedy in Section 5.1 is Customer's sole and exclusive remedy for breach of warranty and MuleSoft's sole and exclusive liability for breach of warranty.
• 5.3 The warranty in Section 5.1 is made to and for the benefit of Customer only. The warranty will apply only if MuleSoft receives written notification of the breach within three (3) days following the performance of the relevant Services.
• 5.4 Warranty Disclaimer. THIS SECTION 5 IS A LIMITED WARRANTY AND EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5 THE DELIVERABLES, WORK PRODUCT, MATERIALS AND ALL SERVICES ARE PROVIDED "AS IS". MULESOFT DOES NOT WARRANT THAT THE SERVICES, DELIVERABLES, WORK PRODUCT, OR ANY MATE¬RIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT WILL OPERATE UNINTERRUPTED OR THAT THEY WILL BE FREE FROM DEFECTS OR THAT THE SERVICES ARE DESIGNED TO MEET CUSTOMER'S BUSINESS REQUIREMENTS. MULESOFT DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY HIGH RISK OR STRICT LIABILITY ACTIVITY (INCLUDING, WITHOUT LIMITATION, AIR OR SPACE TRAVEL, POWER PLANT OPERATION, OR LIFE SUPPORT OR EMERGENCY MEDICAL OPERATIONS) AND THAT MULESOFT MAKES NO WARRANTY AND SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY USE OF THE SERVICES IN SUCH SITUATIONS.

• 6.1 Cooperation. Customer agrees to provide MuleSoft with such cooperation, materials, information, access and support which MuleSoft deems to be reasonably required to allow MuleSoft to successfully provide the Services, including, without limitation, as may be set forth in an applicable Order Form. Customer understands and agrees that MuleSoft's obligations hereunder are expressly conditioned upon Customer providing such cooperation, materials, information, access and support.
• 6.2 Third Party Products. Customer acknowledges that in order for MuleSoft to provide the Services, Customer may be required to license and install certain third party software and provide certain third party hardware that are not provided or licensed by MuleSoft ("Third Party Products"). MuleSoft may provide Customer with links and instructions for obtaining Third Party Products, but it is Customer's responsibility to properly license and install any required Third Party Products from the relevant third party providers. MuleSoft will have no liability with respect to any Third Party Products. In the event of a failure by Customer to timely provide Third Party Products as required, MuleSoft may treat the applicable Order Form as having been cancelled by Customer.

7. Limitation of Remedies and Damages.

• 7.1 MULESOFT SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
• 7.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, MULESOFT'S TOTAL AGGREGATE LIABILITY TO CUSTOMER SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY MULESOFT'S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO MULESOFT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
• 7.3 The provisions of this Section allocate risks under this Agreement between Customer and MuleSoft. MuleSoft's fees for the Services reflect this allocation of risks and limitation of liability.
• 7.4 NEITHER PARTY SHALL BRING ANY CLAIM BASED ON THE SERVICES PROVIDED HEREUNDER MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

8. Confidential Information.

• Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains ("Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software, documentation or technical information provided by MuleSoft (or its agents) that has not been released to the MuleSoft community, performance information relating to the Services, and the terms of this Agreement shall be deemed Confidential Information of MuleSoft without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

9. General.

• 9.1 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
• 9.2 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The jurisdiction and venue for actions related to the subject matter hereof shall be the New York state and United States federal courts located in New York, New York, and both parties irrevocably consent to such personal jurisdiction of such courts and waive all objections thereto.
• 9.3 Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys' fees and costs in connection with such action.
• 9.4 Notices and Reports.Any notice or report hereunder shall be in writing to the notice address set forth in the applicable Order Form and shall be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service.
• 9.5 Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.
• 9.6 Entire Agreement.This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Purchase orders will be for the sole purpose of defining quantities, prices and describing the Services to be provided under this Agreement, and to this extent only are incorporated as a part of this Agreement and all other terms in purchase orders are rejected.
• 9.7 Audit Rights. Customer will maintain accurate records as to its use of the Services as authorized by this Agreement, for at least two (2) years from the last day on which Services expired. MuleSoft, or persons designated by MuleSoft, will, at any time during the period when Customer is obliged to maintain such records, be entitled to audit such records and to ascertain completeness and accuracy, in order to verify that the Services are used by Customer in accordance with the terms of this Agreement and that Customer has paid the applicable Services fees, provided that: (a) MuleSoft may conduct no more than one (1) audit in any twelve (12) month period; (b) any such audit shall be subject to a mutually agreed upon non-disclosure agreement negotiated in good faith and entered into by the parties (including any third party agent MuleSoft may use in connection with such audit); (c) the audit will be conducted during normal business hours; and (d) MuleSoft shall use commercially reasonable efforts to minimize the disruption of Customer's normal business activities in connection with any such audit. MuleSoft, or persons designated by MuleSoft, shall not have physical access to Customer's computing devices in connection with any such audit, without Customer's prior written consent. Customer shall promptly pay to MuleSoft any underpayments revealed by any such audit. Any such audit will be performed at MuleSoft's expense, provided, however, that Customer shall promptly reimburse MuleSoft for the cost of such audit and any applicable fees if such audit reveals an underpayment by Customer of more than five percent (5%) of the license amounts payable by Customer to MuleSoft for the period audited.
• 9.8 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
• 9.9 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.
• 9.10 Customer Acknowledgement. Customer agrees that MuleSoft may from time to time identify Customer (with Customer's name, logo, or trademark) as a MuleSoft customer in or on MuleSoft's website, sales and marketing materials, or press releases. MuleSoft may not use Customer's name, logo, or trademark for any other purpose without obtaining Customer's prior written consent.
• 9.11 No Hire. During the term of this Agreement and for a period of twelve (12) months after the expiration or termination of this Agreement, each party agrees not to, directly or indirectly, hire (whether as an employee, independent contractor or otherwise) any employee of the other party (or ex-employee within twelve (12) months after such individual's leaves the employment of such party).