## Professional Services Addendum for NetSuite CPQ

This  Professional  Services  Addendum  for  NetSuite  CPQ  ("Addendum")  is  an  addendum  to  the  Subscription  Services Agreement for NetSuite CPQ (the 'Agreement') between the Oracle entity referenced in the Agreement and Customer, as defined in the Agreement.

Customer  has  entered  into  the  Agreement  for  the  provision  of  the  Service  (as  defined  therein).  If  Customer  procures Professional Services from Oracle then all such services shall be provided pursuant to the terms and conditions herein. Capitalized terms used in this Addendum shall have the meaning defined under the Agreement. The terms and conditions of  this  Addendum  are  hereby  incorporated  by  reference  into  the  Agreement. In  the  event  of  conflict  between  this Addendum and the Agreement, the terms and conditions of this Addendum shall prevail with respect to the subject matter herein. The terms in the Statements of Work related to the actual rates to be charged and the days and description of the Professional Services to be performed thereunder shall control as to the engagement described in that Statement of Work.

## 1. Scope of Services.

- 1.1 Subject  to  the  terms  and  conditions  of  the  Agreement  and  this  Addendum,  Oracle  will  provide  Customer  with Professional Services as set forth in the applicable statements of work executed by Oracle and Customer or an Estimate/Order Forms executed by Customer and accepted by Oracle (each, a 'Statement of Work' or 'SOW'). All Statements of Work shall be deemed part of and subject to this Addendum. Subject to terms and conditions of the Agreement, and during the Term, Customer shall have the non-exclusive, worldwide, limited right to use any deliverables and/or training materials delivered by Oracle to Customer as part of the Professional Services ('Deliverables') solely for Customer's internal business operations in connection with its authorized use of the applicable Cloud Service.
2. Change Management Process. If Customer or Oracle requests a change in any of the specifications, requirements, Deliverables, or scope (including drawings and designs) of the Professional Services described in any Statement of Work, the party seeking the change shall propose the applicable changes by written notice. Within forty-eight (48) hours of receipt of the written notice, each party's project leads shall meet, either in person or via telephone conference, to discuss and agree upon the proposed changes. Oracle will prepare a change order describing the proposed changes to the Statement of Work and the applicable change in fees and expenses, if any (each, a 'Change Order'). Change Orders are not binding unless and until they are executed by both parties. Executed Change Orders shall be deemed part of, and subject to, this Addendum.  If the parties disagree about the proposed changes, the parties shall promptly escalate the change request to their respective senior management for resolution.
3. Tools. Notwithstanding any other provision of this Addendum: (i) nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise ('Tools') used by Oracle to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are made available on the same terms as the Deliverables; and (ii) the term 'Deliverables' shall not include the Tools. Tools are Oracle Confidential Information.
4. Term. This Addendum shall be effective as of the Effective Date of the Agreement and shall continue in effect during the Term of the Agreement. Each SOW shall commence on the date it is last signed, and shall expire upon completion of the project set forth in the applicable SOW, or as otherwise set forth in the applicable SOW. Once signed by both parties, a SOW and/or an Estimate/Order Form shall be non-cancellable, except as otherwise explicitly stated in such SOW or Estimate/Order Form.
5. Subcontracting. Oracle's  relationship  with  Customer  pursuant  to  this  Addendum will  be  that  of  an  independent contractor.  Neither  party  will  have  any  authority  to  bind  the  other,  to  assume  or  create  any  obligation,  to  enter  into  any agreements, or to make any warranties or representations on behalf of the other.