Egnyte MSP Addendum

This Egnyte MSP Addendum (“MSP Addendum”) governs Partner’s MSP relationship with Egnyte under Egnyte’s Channel Partner Program. References to “MSP” in this MSP Addendum refer to Partner. Capitalized terms used but not defined herein shall have the meaning ascribed in the Egnyte Channel Partner Agreement to which this MSP Addendum is linked (the “Agreement”).

Details on the pricing and offerings available for purchase by MSP can be found in Egnyte’s then-current MSP Program Guide, a current version of which is located in the MSP Portal and will be provided by Egnyte upon written request.

“MSP Portal” means Egnyte’s online dashboard that allows MSP to track Customer subscriptions and prospects.

“Order Form” means Egnyte’s then-current standard form (including an online form for purchases) setting forth the Services, pricing, fees, and payment terms.

• Customer Agreement. Egnyte provides the Services in accordance with Egnyte's MSP end customer terms and conditions, located at the following link: https://www.egnyte.com/MSP-end-customer-tos (the "Customer Agreement"). MSP commits to flowing down these terms to each Customer in its own agreement with the Customer in a binding manner, and MSP shall be fully responsible for any failure to do so. Egnyte shall have no liability to any Customer unless a form of Customer Agreement is executed directly between Egnyte and such Customer, including as detailed in Section 2.b.
• GxP Customer Agreement. MSP understands and acknowledges that any Customer purchasing the Egnyte GxP Platform must execute a separate agreement with Egnyte (the "GxP Customer Agreement") before accessing the Egnyte GxP Platform. MSP shall work with Egnyte and any such Customer to facilitate the execution of a GxP Customer Agreement prior to purchase.

• Order Process. MSP shall purchase Services via the Order Form process specified by Egnyte.
• Fees, Orders. Fees and payment terms shall be as presented in the relevant Order Form. Except as otherwise mutually agreed in writing, payments from MSP are non-refundable, payable in U.S. dollars, to be made by credit card, and due on receipt of Egnyte's invoice. Past due amounts not subject to a good faith dispute will incur interest at a rate equal to the lower of: (i) 1.5% per month; or (ii) the highest rate permitted by applicable law. MSP’s initial order shall set a baseline commitment to be upheld by MSP through the remainder of the Subscription Term. Additional Services purchased by MSP (or consumed by Customers) shall be added to the amount previously purchased to form a new baseline Services commitment through the remainder of the Subscription Term. MSP acknowledges that Customers may generate overages on Services, and that Egnyte may periodically audit usage to determine if additional fees are due from MSP to Egnyte. MSP may not decrease its Services commitment without Egnyte’s prior written approval (which is at Egnyte’s sole discretion and requires a mutually signed writing).
• Pricing and Price Changes. Pricing shall be as presented in Egnyte’s then-current MSP Program Guide and/or as presented in a mutually executed Order Form. Egnyte may, in its sole discretion, alter prices for a Renewal Subscription Term with advance written notice of at least thirty days to MSP (which shall include updating pricing in the MSP Program Guide).

• MSP Support to Customers. MSP shall provide Level 1 support for the Services to Customers, which shall include initial Customer contact and MSP’s good faith attempt to resolve issues that are within the knowledge of MSP, per any training provided by Egnyte. MSP shall not utilize any personnel to provide support unless such personnel are trained and have been authorized by Egnyte. If Egnyte, in its reasonable discretion, requests that MSP restrict specific personnel from performing support, MSP will promptly replace such personnel with personnel who have been authorized and received the training necessary to competently perform support.
• Egnyte Support to MSP. Following Level 1 Support, Egnyte will provide MSP with reasonable support for the Services in a timely and professional manner. MSP shall coordinate requests for Egnyte’s support via an MSP contact specified to Egnyte in advance.
• GxP Platform Support. In addition to the support in Section 4.b, Egnyte will provide reasonable support directly to MSP’s Customers who have purchased subscriptions to the Egnyte GxP Platform in furtherance of assisting such Customers in their efforts at maintaining GxP regulatory compliance. In particular, Egnyte will attempt to assist Customers requesting Egnyte’s input regarding U.S. FDA documentation requests, provide Customers with GxP-related release notes in advance of Egnyte GxP Platform updates, and jointly review Egnyte’s GxP-related standard operating procedures with Customers. Egnyte reserves the right, in its sole discretion, to set limits on the time and resources to be expended providing a Customer with GxP-related support and may precondition the performance of excess support on payment of fees by Customer to Egnyte.

• Marketing and Promotion of the Services. MSP shall, at its own expense, use commercially reasonable efforts to market and promote the Services to Customer prospects, promptly respond to inquiries from Customers and Customer prospects, and conduct its business in a manner that reflects favorably on the Services and the good name, goodwill, and reputation of Egnyte.
• Feedback. MSP shall keep Egnyte informed of any problems encountered with the Services and any resolutions arrived at for such problems. MSP shall also promptly communicate all comments, suggestions, recommendations, improvements, and other feedback regarding the Services from its Customers, employees, or agents (collectively “Feedback”) to Egnyte. MSP agrees that Egnyte is free to use Feedback (excluding personally identifiable information) for any purpose, without obligation. Egnyte is hereby assigned all right, title, and interest in and to any such Feedback, without the payment of any consideration to MSP or its employees, agents, or Customers.
• Consent and Access. MSP shall ensure that all necessary permissions are secured to enable Egnyte to access, copy, and/or use Content as necessary to perform the Services, including, but not limited to, consent of Users to process Content in general and any personal data in particular (including via its own agreement with each Customer). Where applicable, MSP agrees to follow Customer’s standard operating procedures that dictate User access to Customer Content and will enable Customer-identified Users access to GxP (i.e. regulated) Content and any associated Customer domain information without delay.
• GxP Validation. The parties shall execute a statement of work for each Egnyte GxP Platform Customer under which Egnyte will perform validation services and create applicable GxP-related documentation. Pricing for such professional services will be scoped by Egnyte’s professional services team on a case-by-case basis and based on Egnyte’s standard rates. The performance of validation services and creation of related documentation by Egnyte may be a condition precedent for a Customer’s compliance when accessing the Egnyte GxP Platform, and MSP acknowledges that its failure to secure these professional services shall be at MSP’s sole risk and liability vis-à-vis both Customers and regulatory authorities. The foregoing is in no manner is intended to exempt Egnyte from properly performing under a validly executed statement of work.

• Term. Unless terminated earlier pursuant to this MSP Addendum or the Agreement, the term of this MSP Addendum will commence on the Effective Date and continue until the termination of all orders hereunder.
  • If orders are made under a pooled commitment Order Form, for use by various Customers: The subscription term for Services shall commence upon MSP’s initial purchase date and continue for a period of one year thereafter unless otherwise agreed between the parties in the Order Form (the “Initial Subscription Term”). All purchased services shall be coterminous with the Initial Subscription Term and will automatically renew following the Initial Subscription Term for subsequent one-year periods (each, a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Subscription Term”) unless either party provides the other party with written notice of its intent not to renew at least 30 days prior to the expiration of the existing Subscription Term.
  • If orders are made under a domain/Customer-level Order Form, for use by solely one Customer: The subscription term for Services shall commence upon MSP’s initial purchase date and continue for the period defined in the Order Form (the “Initial Subscription Term”). All purchased services shall be coterminous with the Initial Subscription Term and will automatically renew following the Initial Subscription Term for subsequent periods as described in the Order Form (each, a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Subscription Term”) unless either party provides the other party with written notice of its intent not to renew at least 30 days prior to the expiration of the existing Subscription Term.
• Termination for Failure to Purchase. If MSP fails to make a purchase within 30 days of accessing the MSP Portal, Egnyte may immediately terminate this MSP Addendum and suspend MSP’s access to the MSP Portal.
• Fees Upon Termination. For any Service properly terminated by a Customer as a result of Egnyte’s material failure to provide the Services that is not remedied within the time allotted to Egnyte under the Customer Agreement, Egnyte will issue to MSP a credit equal to a maximum of the fees paid by MSP to Egnyte; provided, however, that such credit shall not exceed the credit issued by MSP to the Customer, and MSP shall provide Egnyte with sufficient documentation to support and effect MSP’s request for such credit. Should MSP attempt to terminate any Order Form other than for cause prior to the end of its term, Egnyte will not provide MSP with a refund of any pre-paid fees; this, without derogating from Egnyte’s right to bring a claim for all fees MSP is committed to paying under such Order Form, this MSP Addendum, and/or the Agreement, with such fees accelerating and becoming due on the date of termination.