Expert Assistance Agreement

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Expert Assistance Agreement

EXPERT ASSISTANCE AGREEMENT (for Snowflake’s provision of Expert Assistance to Partner)

**Last Updated: **March 17, 2023

This Expert Assistance Agreement (“Agreement”) is entered into by and between Snowflake (defined below) and the entity entering into a Statement of Work for the provision of Expert Assistance (“Partner”). This Agreement is effective as of the effective date of the first Statement of Work referencing this Agreement (the “Effective Date”). The Snowflake entity contracting with Partner under this Agreement is identified in the Statement of Work or, if not identified, at https://www.snowflake.com/en/legal/ (“Snowflake”). This Agreement consists of the terms and conditions set forth below and any attached exhibits and executed SOWs.

BY ENTERING INTO A STATEMENT OF WORK (DEFINED BELOW) OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF PARTNER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, PARTNER MAY NOT RECEIVED ANY EXPERT ASSISTANCE OR DELIVERABLES. PARTNER AGREES THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

IF YOU ARE PURCHASING EXPERT ASSISTANCE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU HEREBY BIND THAT ENTITY TO THIS AGREEMENT 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.

1. Overview. Snowflake operates proprietary software-as-a-service offerings (the “Snowflake Service”) that it provides to its customers. Partner is a third party that independently provides systems integration or similar services to customers relating to their use of the Snowflake Service (“Partner Services”) under its own separate agreement and statements of work with such customers (“Partner Agreement”).

2. Scope of Services.

**2.1. Statement of Work. **Under this Agreement, Snowflake will provide expert advice and other services to Partner relating to the Snowflake Service (e.g., training or assisting with the implementation or use of the Snowflake Service) (“Expert Assistance”) as further described in one or more order form(s) and/or statements of work referencing this Agreement (each, a “Statement of Work” or “SOW”). Each SOW shall be incorporated herein by this reference upon execution by both parties. For clarity, where Partner is purchasing Expert Assistance for its own benefit and not in connection with Partner’s client engagement, the SOW may refer to Partner as the “Customer” and to “Expert Assistance” as “Technical Services.” Where a SOW is entered into in connection with a Partner’s client engagement, each SOW will also identify the customer(s) in relation to which Snowflake will provide Expert Assistance (“Client”) and may refer to such Client as the “Customer.”

2.2. Changes to Scope. Any requirement(s) or deviations from the scope of work or terms that are not specifically included and described in an SOW will be considered outside the scope and must be procured separately through a formal, written, signed amendment or change order to the SOW (“Change Order”) that may result in additional cost or modified terms.

2.3. Affiliates. The Snowflake entity entering into a SOW will be solely responsible and liable to Partner under the SOW and this Agreement, but the parties acknowledge that certain obligations under an SOW may be fulfilled by other Snowflake Affiliates, including, but not limited to, Snowflake Inc. “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 more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.