## TECHNICAL SERVICES SOW

(RSA/PRSA and RMA Technical Service Offerings)

Updated : December 22, 2022

This Statement of Work ('SOW') is entered into by and between the parties noted on the ordering documents referencing this SOW (the 'Order Form') and describes the services to be performed by Snowflake under this SOW ('Technical Services'). This SOW shall come into effect as of the effective date of the Order Form (the 'SOW Effective Date') and shall be incorporated by reference thereto. For the purposes of this SOW, 'Customer' means the party that is purchasing Technical Services.

Notwithstanding any provision to the contrary hereunder or in the Order Form, where Technical Services are purchased through a Snowflake authorized distributor or reseller ('Reseller'): (a) the performance of the Snowflake obligations hereunder shall be performed through such Reseller; (b) no privity of contract is established between Snowflake or any of its Affiliates and Customer, and this SOW is not deemed an agreement (separate or otherwise) between Snowflake or any of its Affiliates and Customer; and (c) such Reseller is responsible for any claims or damages relating to, or arising out of, this SOW.

## A.  Description of Technical Services

During the applicable Term, Snowflake agrees to provide Customer with the Technical Services identified in the Order Form subject to the terms and conditions in this SOW and the applicable quantities, pricing, hours, time period(s), and other scope limits set forth in the Order Form. Descriptions and additional terms for specific Technical Service offerings are set forth in the Service Appendix attached to this SOW (the ' Service Appendix '), which is incorporated into this SOW by reference. All Technical Services will be delivered remotely unless otherwise specified in the Order Form or otherwise agreed to in writing by the parties. For onsite delivery (if applicable), Customer is responsible for providing the appropriate facilities for the delivery of all Technical Services, including but not limited to (as applicable), Internet connectivity, presentation equipment and workspaces.

## B.  Payments and Expenses

1. Fees. The fees for each Technical Services offering are specified in the Order Form, and Customer agrees to pay such fees pursuant to the payment terms set forth on the Order Form. Fees will be billed to Customer on the SOW Effective Date unless otherwise specified on the applicable Order Form.  Any applicable discounts, including any volume purchase agreement discounts, must be reflected in the Order Form to be effective and will apply to that Order Form only. Without limiting its other available remedies, Snowflake may suspend performance of Technical Services until payments are made current, subject to any applicable invoice dispute provision in the Agreement.
2. Expenses. If applicable, the parties will work together to plan reasonable travel, hotel and other expenses required in connection with the provision of the Technical Services described in this SOW.  Unless otherwise specified in the Order Form, any costs attributable to such travel, hotel and other expenses shall be invoiced by Snowflake and payable by Customer in addition to the applicable fees.
3. Billing  and  Ship-To  Information. The  Order  Form  will  specify  applicable  bill-to  and  ship-to  addresses.  Any  onsite  Technical Services will be delivered to the on-site address provided by the Reseller. If no address is provided, any onsite Technical Services will be provided to the Billing address unless otherwise agreed to by the parties.
4. Purchase Orders. Any reference to a PO in the Order Form or this SOW is solely for Customer's internal purposes only and shall have no effect on Snowflake's right to collect amounts due. Snowflake rejects, and in the future is deemed to have rejected, any PO terms to the extent they add to or conflict in any way with the Agreement, the Order Form or this SOW, and any such additional or conflicting terms will have no effect.

## C.  Scheduling and Term

1. Term. The 'Term' for each Technical Service offering governed by this SOW is set forth in the Service Appendix.  Each Technical Service offering will  be  provided  only  during  the  applicable  Term.  Customer  shall  not  be  due  any  credit  or  refund  for  any  Technical Services not consumed during the applicable Term, including without limitation for unused hours, training, credits, or packages. This SOW expires on the earlier of completion of the Technical Service offering(s) or expiration of the Term(s) for the Technical Service offering(s).
2. Scheduling. Technical Services are provided only during regular business hours (8am to 5pm local time), Monday through Friday (holidays excluded). The Service Appendix includes additional information and terms on scheduling and rescheduling Technical Services.
3. Available Hours. For Technical Services performed on a time and materials basis (whether pre-paid or in arrears), the Technical Services will be subject to the availability of hours specified in the Order Form, and additional hours may be required for completion of all activities. If additional hours are required, the parties must mutually approve and execute a Change Order.

Rev. 12.22.2022

## D.  Snowflake Access

1. The parties agree to comply with the provisions and terms in the applicable Service Appendix regarding access to Customer Data and Customer Assets.

## E.  Additional Terms.

1. This SOW shall be governed by the Agreement as defined herein. The 'Agreement' means the agreement designated in the Order Form. If no Agreement is designated on the Order Form, the terms and conditions of the Snowflake Technical Services Addendum located at  https://www.snowflake.com/legal-gov/ ('Addendum') shall apply. If the Agreement does not expressly include terms applicable to Snowflake's provision of Technical Services, then for purposes of this SOW, the Agreement shall also incorporate by this reference, the Addendum. Notwithstanding the foregoing, where Technical Services are purchased through a Reseller, all Snowflake obligations in the 'Addendum' are deemed obligations of such Reseller, and the Addendum is not an agreement (separate or otherwise) between Customer and Snowflake.
2. In  the  event  of  any  inconsistency  or  conflict  between  the  terms  and  conditions  of  this  SOW  and  the  Agreement,  the  terms and conditions of this SOW shall govern with respect to the subject matter of this SOW only. Unless otherwise defined herein, capitalized terms used in this SOW shall have the meaning defined in the Order Form, Agreement or Addendum (as applicable). This SOW may not be modified or amended except in a written agreement signed by a duly authorized representative of each party.
3. For clarity, Customer's use of the Service is governed by the agreement it entered into with Snowflake or a Reseller for the purchase and use of such Service and not this SOW.
4. This SOW (including any attached Exhibits) may not be modified or amended except in a written amendment or change order signed by a duly authorized representative of Snowflake and Customer (' Change Order '). Change Orders may result in additional costs and/or modified terms, as mutually agreed by the parties.
5. Customer will ensure that a project manager is assigned for the duration of the project who will coordinate meeting schedules and availability of Customer personnel reasonably needed for the delivery of the Technical Services. Customer further agrees to reasonably cooperate with Snowflake and to provide access to personnel, materials and information as reasonably requested. Customer agrees to use a secure sharing method to share any confidential documents (e.g., network diagrams).
6. All electronic and/or hard copy versions of any materials or other deliverables provided as part the Technical Services are provided only  for  Customer's  internal  use  in  support  of  such  Customer's  use  of  the  Snowflake  Service.  Without  limiting  applicable  license restrictions in the Agreement, these materials and other deliverables may not be distributed, resold or sublicensed, used to replicate or attempt to perform the Technical Services for others, or used to develop or attempt to develop any of the products or services described therein. The Service Appendix may contain additional terms and restrictions related to specific materials or other deliverables provided as part of the Technical Services, which will apply to those deliverables. The Technical Services and any tools, materials and other deliverables provided or developed hereunder are Snowflake Technology, and Snowflake shall retain all rights (including intellectual property rights), title and interest in and to such items, notwithstanding anything in the Agreement to the contrary. Materials and other deliverables provided as part of Technical Services are not subject to any maintenance, support or updates.
7. The delivery of Technical Services may not be recorded, filmed, streamed or otherwise captured in video or audio format by anyone other than Snowflake. Such recordings, if any, will be deemed to be Snowflake's Confidential Information.
8. The details of how Snowflake will carry out the Technical Services are exclusively set forth in this SOW and the related Order Form. Customer will be solely responsible for determining if, how, and when it will implement, test, release or deploy deliverables (including without limitation any recommendations or best practices) provided by Snowflake.
9. Unless otherwise specified in the Order Form, Snowflake reserves the right to subcontract the Technical Services described in this SOW but will remain responsible for the performance of any subcontractors engaged in the delivery of the subcontracted Technical Services.

Rev. 12.22.2022

## SOW Appendix  - Service Appendix for RSA, PRSA and RMAs

## A.  Overview

Snowflake's Resident Solution Architects (RSAs) and Partial Resident Solution Architects (PRSAs) are trained resources designed to assist customers with the setup and use of the Snowflake Service. Resident Migrations Architects (RMAs) are trained resources that provide customers with guidance and advice for Snowflake Service migrations.  The Order Form will identify the specific Technical Services to be provided. This Service Appendix describes these Technical Services and provides specific terms related to each offering.

## B.  Descriptions

## 1. Resident Solution Architect and Partial Resident Solution Architect

During the Term (defined below), Snowflake will provide a Resident Solution Architect (RSA) and/or Partial Resident Solutions Architect (PRSA) (as identified in the Order Form) who will be available for up to the number of hours per week specified in the Order Form to provide Technical Services described in this Section B.1.

The RSA/PRSA will work with Customer to jointly establish the overall engagement plan with near and longer-term priorities. Weekly project status and quarterly project meetings will be provided to review progress and to jointly adjust and define priorities. The scope of the RSA/PRSA responsibilities may include the following:

- Provide  ongoing  technical  guidance  for  ingestion,  security,  performance  tuning  &  optimization,  and  advanced  Snowflake features;
- Provide product advocacy and Customer enablement;
- Work with Customer resources as a primary technical advisor, providing guidance on the following matters:
- o Reference architecture;
- o Architectural guidance;
- o Snowflake best practice considerations related to Snowflake configuration, accounts, security guidance, databases, data management and other topics as agreed upon by the parties;
- Serve as a primary technical lead with access to Snowflake technical experts that can facilitate collaboration on broader technical items;
- Facilitate Customer access to Snowflake support resources that will allow Customer to directly post support questions and help with technical guidance pursuant to Customer's support agreement; and
- Engage with other Snowflake technical leaders.

Unless otherwise specified in the Order Form, the RSA and/or PRSA Technical Services described in this Section will commence: (a) thirty (30) days from the SOW Effective Date or the earlier date mutually agreed upon by the parties or (b) in the case of a RSA/PRSA renewal, the day after the expiration of the current RSA/PRSA engagement previously procured under a separate SOW or Order Form (as applicable, the ' Start Date '). These Technical Services will be delivered remotely, unless otherwise agreed to in advance in writing by the parties. If an Order Form for an RSA does not specify the weekly hours availability, the RSA will be available for a fixed number of hours per week roughly equating to a full time employee.

## 2. Resident Migration Architect

During the Term (defined below), Snowflake will provide a Resident Migration Architect (RMA) who will be available for up to the number of hours per week specified in the Order Form to provide Technical Services described in this Section B.2.

The RMA will work with Customer to jointly establish the overall engagement plan with near and longer-term priorities. Weekly project status and quarterly project meetings will be provided to review progress and to jointly adjust and define priorities. The scope of the RMA's responsibilities may include the following:

- Provide advice and guidance related to Snowflake data migration.
- Provide Snowflake best practices related to the following the following Snowflake migration activities:
- o migration planning
- o code conversion
- o data migration
- o data ingestion
- o reporting & analytics integration
- o data validation & testing execution
- o environments & security architecture
- Serve as the primary subject matter expert for Customer's Snowflake Service -related data/code conversion activities
- Provide overall Snowflake Service platform design/configuration guidance to support Customer's Snowflake migration and ongoing migrated workloads

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- Provide Snowflake Service performance tuning guidance/assistance for migrated processes
- Provide advocacy and management of migration automation enhancement requests

Unless otherwise specified in the Order Form, the RMA Technical Services described in this Section will commence: (a) thirty (30) days from the Effective Date of this SOW or the earlier date mutually agreed upon by the parties or (b) in the case of a RMA renewal, the day after the expiration of the current RMA engagement previously procured under a separate SOW or Order Form (as applicable, the ' Start Date '). These Technical Services will be delivered remotely, unless otherwise agreed to in advance in writing by the parties.

## C.  Other Terms

1. Term. The 'Term' for the RSA/PRSA and/or RMA Technical Service offerings shall start on the Start Date and shall expire following the applicable number of months specified in the Order Form. If the Order Form does not specify the length of the RSA/PRSA or RMA engagement, then the Term shall expire twelve (12) months from the Start Date.
2. Scheduling. Snowflake and Customer will work jointly to plan and prioritize the work tasks during the engagement that are consistent with the above scope descriptions for each resource. All Technical Services must be scheduled in advance in one week increments on mutually acceptable dates.
3. Rescheduling Policy . There will be no rescheduling fee for Technical Services that are rescheduled more than thirty (30) days in advance. For Technical Services rescheduled more than fourteen (14) days but fewer than thirty (30) days in advance, Technical Services will be charged for any non-refundable travel expenses and/or change fees incurred by Snowflake.  For Technical Services rescheduled fourteen (14) or fewer days in advance, unless otherwise specified in the Order Form, Customer will be charged: (a) a rescheduling fee of ten-thousand dollars ($10,000 USD) (or an equivalent amount if this SOW is quoted in another currency) and (b) for any non-refundable travel expenses and/or change fees incurred by Snowflake.  The fees set forth in this section are in addition to any fees set forth in the Order Form and will be billed separately.
4. Features  and  Materials. To  the  extent  any  Technical  Services  leverage  Preview  features,  Customer  acknowledges  that  such Previews are subject to the Preview Terms specified in the Agreement or, if not specified, the Preview Terms of Service available at snowflake.com/legal, which are incorporated herein by reference.  If any Technical Services use any Third Party Applications (as defined in the Agreement) or integrations with such applications, Customer is responsible for providing and/or enabling integrations with such Third Party Applications. Customer acknowledges that such Third Party Applications are subject to the Third Party Application terms specified in the Agreement or, if not specified, the Third Party Application terms available at https://www.snowflake.com/legal/third-partyterms/, which are incorporated herein by reference. Open source software components used as part of Technical Services, if any, are Third Party Applications and are subject to the applicable open source licenses. Customer will be responsible for selecting and reviewing open source components, if any, and for compliance with applicable open source license terms.

## D.  Access Provisions

1. To facilitate security, Customer will not provide Snowflake with access to any Customer Data or Customer Assets except as described in  this  Section.  ' Customer  Asset '  means  Customer  Data,  Snowflake  Service  accounts,  and  other  equipment,  laptops,  systems, applications (including external data applications), virtual desktop infrastructures, environments and networks provided by or on behalf of Customer; ' Customer Data ' means data or data files of any type that are uploaded by or on behalf of Customer to the Snowflake Service for storage in a data repository; and 'External Data Applications' includes systems or applications from which data is being migrated or through which data is being transmitted for upload to the Snowflake Service, such as another data warehousing application, data source system, or ETL tool
2. Under this SOW, Snowflake will receive access to:
3. ☒ yes / ☐ no - Customer's Snowflake Service account (check all that apply): non-production: ☒ yes / ☐ no || production: ☒ yes / ☐ no
4. ☒ yes / ☐ no - Customer Data
5. ☒ yes / ☐ no - Applications for project management or collaboration (e.g., email, Jira, Slack, etc.)
6. ☒ yes / ☐ no - Read-only access to External Data Applications
3. For access to Customer Assets identified in this SOW, Snowflake agrees to: (a) use Customer Data and/or other Customer Assets only for performing the services under this SOW; (b) use reasonable efforts to avoid circumventing or attempting to compromise computer or network security  measures on Customer Assets such  as  security  software or network access controls; and (c) not share passwords for Customer Assets with another person unless otherwise instructed by Customer. Snowflake will use its laptops and/or virtual desktop infrastructure (VDI) to access Customer Assets unless and until Customer provides Snowflake with a Customer laptop and/or VDI and directs Snowflake in writing to use such method(s) for access. Where Snowflake is accessing Customer Assets with its own laptops,

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Customer acknowledges that Snowflake laptops are based on standard Snowflake configurations and policies and are not customized to meet any Customer-specific  security  requirements.  Any  Customer  provided  laptop  must  include  hard  drive  encryption  and  industry standard anti-malware solutions.

4. Customer shall ensure that: (a) each Snowflake resource with access (if any) receives a unique user ID and password and only the minimum necessary access and privileges required for the individual to provide the services under this SOW; (b) the duration and scope of access to the Snowflake Service account, Customer Data and/or other Customer Asset (if any) is strictly limited to the access specified hereunder; (c) Customer Assets to which Snowflake is provided access have been configured to prevent Snowflake personnel from committing code changes or otherwise making changes to the Customer Assets that will impact production environments or production data; (d)  Snowflake personnel will not be provided with or requested to use software or other code for Snowflake's systems and/or equipment which could allow Customer or a third party to access or use such systems and/or equipment (e.g., remote server services software or SSH access to a laptop); and (e) secure remote access configurations to networks (if any) are configured to prevent local network connection(s) to networks and only allow those connections required to perform the services under this SOW. Snowflake will have no liability arising from or related to access received in breach of this SOW. Customer is solely responsible for the security and technical  measures  of  any  Customer  Assets  (including  for  monitoring,  management,  configuration,  support  and  maintenance), connections to/from the foregoing, and for user ID/password management. Where access is no longer required to provide services under this SOW or this SOW otherwise terminates, Customer shall ensure that Snowflake's access is terminated and credentials revoked.
5. If Snowflake receives access to External Data Applications (as permitted hereunder) or other Customer-managed applications, then it is Customer's sole and exclusive responsibility for the selection and configuration of these applications, and connections to and from the foregoing. Customer will not grant roles in External Data Applications or other Customer-managed applications that allow Snowflake personnel to transfer data to any destination not approved by Customer, and Customer shall ensure it has the right to provide Snowflake personnel access to the External Data Application or other Customer Assets.
6. Notwithstanding anything to the contrary herein, Customer shall ensure that: (a) Snowflake is not granted access to any sensitive data, including without limitation, any personal data, credit card or other financial account information, or protected health information and (b) where the Snowflake personnel are providing training-based services or otherwise do not require such access, those personnel are not granted any access to Customer Assets or Customer Data. Any additional or different terms governing access to Customer Assets must be included in this SOW prior to its execution.

Rev. 12.22.2022