SDS - Value Realization Management Services v2.3DBValueRealizationManagementService–!April&2017" ©2017"ServiceNow,"Inc.""All"rights"reserved.""ServiceNow"Confidential." ServiceNow"and"the"ServiceNow"logo"are"trademarks"of"ServiceNow,"Inc.""

ServiceNow Value Realization Management Service – April 2017

© 2017 ServiceNow, Inc. All rights reserved. ServiceNow Confidential. ServiceNow and the ServiceNow logo are trademarks of ServiceNow, Inc. All other brand and product names are trademarks or registered trademarks of their respective holders.

Value Realization Management Service Overview ServiceNow’s Value Realization Management Service (“VRMS”) assists customers in realizing the full value of their ServiceNow investment through enablement, proactive outreach and strategic guidance throughout their entire ServiceNow lifecycle. Through the VRMS the customer’s Client Lifecycle Executive (“CLE”) acts as the single point of contact throughout the ServiceNow lifecycle. VRMS includes the following components delivered and managed by the CLE:

• Value Realization Blueprint (“VRB”)– Develop blueprint that sets the customer roadmap for progressing through the transformation journey, facilitating the customer’s extraction of the most value from their ServiceNow investment.

• Partnership & Relationship Management– Recommend appropriate resources, timelines and sponsorship for the customer’s ServiceNow initiatives. Partner with the customer to participate in ServiceNow user groups, and identify for the customer speaking opportunities, peer references and networking opportunities.

• Operational Risk Mitigation – Coordinate architecture, governance, security and upgrade planning best practice workshops at a frequency mutually agreed in the VRB.

• Account Reviews – Lead regular stakeholder reviews on a cadence mutually agreed by ServiceNow and the customer to drive executive alignment and to review the VRB, utilization metrics, product adoption health, and support feedback.

• Best Practice & Enablement Guidance – Make the customer aware of available resources including ServiceNow Community, Champion Center, Training, as well as guidance on Center of Excellence (COE) design and deployment.

• Escalation Management – Provide escalation support, planning, drive to closure, post-‐mortem activity, and assistance with high priority and escalated product requests.

Levels of Services ServiceNow VRMS are available in two (2) different levels of engagement: standard and premier. The standard service equates to 20% of a CLE’s time allocation (“Standard Service”), where services are provided remotely and onsite. The customer may procure up to three units (from 20% to 60% of a CLE’s time allocation) of the standard service. The premier service provides a dedicated CLE who may perform services remotely and onsite (“Premier Service”). Level of Service Location Time Allocation Standard (1-‐3 units available) Remote /Onsite* 20% CLE time per unit Premier Remote/Onsite* Dedicated CLE *As mutually agreed in the VRB



Services and Deliverables VRMS, at both Standard Service and Premier Service offerings, provides the following collection of services delivered by the CLE at a frequency mutually agreed in the VRB: Consulting Services Description Zero Baseline Capabilities Assessment

Initial assessment of current business and technology state

VRB Ongoing measurement of progress against strategy, roadmap, KPIs, and success criteria aligned to the customer’s business and technology objectives

Business Reviews Reviews with customer and account team members to confirm and manage ongoing customer account goals in accordance with the VRB

Enablement Planning Assessment Assessment and recommendations for the customer’s internal team design, construction, training and enablement based on ServiceNow best practices

Product Adoption Reviews and Adoption Plan Management

Review of product use and adoption, including recommendations for future adoption to align with VRB

End User Satisfaction Management Assessment and recommendations to optimize end user satisfaction and adoption in alignment with the adoption and usage goals in the VRB

Program Health Check Maturity assessment of people, process, technology, strategy and governance against VRB; includes recommendations for improvement

Benchmarking and Maturity Assessment

Benchmark of KPIs, people, process and technology against industry and maturity trends. Includes recommendations for improving KPIs and maturity levels

Business Value Assessment Report Reporting and assessment of realized business value from ServiceNow investment, based on information provided by the client, relative to the targets in the VRB

Communication Workshop Assist the client with communications planning and execution to support end user adoption and change management aligned with targets in VRB

Escalation Management Provide support for escalation activities



Required Customer Resources The customer will provide the following resources and make them available throughout the duration of the engagement (note that multiple responsibilities may be filled by the same customer personnel). Customer Resource Responsibilities Executive Sponsor Primary strategic contact for ServiceNow Line Of Business Service Owner

Business owners outside of IT

Program Terms Each order for VRMS shall be paid in advance and co-‐terminus with the Subscription Term of the Subscription Product licensing (“Service Period”). The customer may upgrade from the standard to the premier offering during the service Period and pay the difference in service fees. However, the customer may not change from the premier to the shared offering after purchase until the conclusion of the active Service Period. The VRMS is provided in English. ServiceNow does not guarantee that certain designated ServiceNow personnel will be assigned to the customer’s account. Fees include travel and expenses for onsite activities. Program Exclusions The VRMS does not include Professional Services such as Solution Architects, Project Managers, Implementation Consultants, Support Account Managers (SAMs) or Product Subject Matter Experts (SMEs).



General

ServiceNow is in the business of providing IT service management applications and other applications on the ServiceNow platform and consulting services drawing upon the knowledge, understanding and expertise ServiceNow has gained in the course of working with many other customers. Nothing in this Service Description shall assign rights in or limit ServiceNow’s use of any know-‐how or knowledge pertaining to the ServiceNow intellectual property rights or technology. ServiceNow shall have a fully-‐paid, royalty-‐free, worldwide, non-‐exclusive, transferable, sub-‐licensable, irrevocable, perpetual right to use any suggestions, enhancements, recommendations or other feedback provided by Customer and its users relating to the ServiceNow product or services.

LIMITED PROFESSIONAL SERVICES WARRANTY. ServiceNow warrants that the Services will be performed in a competent and workmanlike manner in accordance with accepted industry standards and practices and all material requirements set forth in this Service Description. Customer shall notify ServiceNow in writing of any breach within thirty (30) days after performance of the non-‐conforming Services. Upon receipt of such notice, ServiceNow, at its option, shall either use commercially reasonable efforts to re-‐perform the Services in conformance with these warranty requirements or shall terminate the affected Services and refund to Customer any amounts paid for the non-‐conforming Services. This Section sets forth Customer’s exclusive rights and remedies (and ServiceNow’s sole liability) in connection with this warranty.

DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS SERVICE DESCRIPTION, THE SERVICES PROVIDED HEREUNDER AND ANY ACCOMPANYING DELIVERABLE ARE PROVIDED “AS-‐IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND AND, TO THE MAXIMUM EXTENT ALLOWED BY LAW, SERVICENOW DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WARRANTIES ARISING UNDER STATUTE, WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-‐INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERVICENOW SPECIFICALLY DOES NOT WARRANT THAT THE SERVICES AND ANY ACCOMPANYING DELIVERABLES WILL MEET THE REQUIREMENTS OF CUSTOMER OR OTHERS OR THAT THEY WILL BE ACCURATE OR OPERATE WITHOUT INTERRUPTION OR ERROR.

LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS SERVICE DESCRIPTION OR THE SERVICES PROVIDED HEREUNDER WHETHER BY CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO: (1) BODILY INJURY OR DEATH; (2) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; AND (3) CUSTOMER’S OBLIGATION TO PAY AMOUNTS OWED FOR SERVICES PROVIDED HEREUNDER OR TAXES APPLIED THERETO.

EXCLUSION OF DAMAGES. TO THE EXTENT PERMITTED BY LAW, NEITHER SERVICENOW NOR CUSTOMER SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF USE OR DATA, COVER, SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO BUSINESS, REPUTATION OR GOODWILL), OR INDIRECT DAMAGES OF ANY TYPE HOWEVER



CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO: (1) BODILY INJURY OR DEATH; AND (2) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

Packaged Service Terms and Conditions

Customer agrees to pay the total fee amount on the related Order Form. ServiceNow will provide the Packaged Services as described herein limited to those ordered on the Order Form: (i) if Customer is purchasing directly from ServiceNow, on the terms and conditions in the Order Form and the underlying master agreement executed by the parties (“Agreement”); or (ii) if Customer is purchasing from a ServiceNow authorized reseller (“Reseller”), on the terms and conditions in the use authorization as issued by ServiceNow and the Subscription Service Agreement incorporated by reference herein from http://www.servicenow.com/schedules.do. In the event of any inconsistency or conflict between the Agreement or the Subscription Service Agreement and this Service Description, the terms of this Service Description shall control with respect to the Packaged Services set forth herein.

ALL ORDERS ARE NON-‐CANCELLABLE, NON-‐REFUNDABLE, CANNOT BE USED FOR SERVICES OTHER THAN FOR THOSE PURCHASED, AND ARE NOT SUBJECT TO ACCEPTANCE. ALL SERVICES WHEN ORDERED MUST BE CONSUMED WITHIN 12 MONTHS FROM THE ORDER FORM EFFECTIVE DATE. SERVICES ARE NOT INCLUDED IN THIS OFFERING UNLESS SPECIFICALLY IDENTIFIED AS INCLUDED IN THIS DOCUMENT. ANY UNUSED SERVICES SHALL EXPIRE WITH NO FURTHER CREDIT OR REFUND AND SHALL HAVE NO VALUE THEREAFTER.

Documents

SDS - Value Realization Management Services v2.3DBValue*Realization*Management*Service*–!April&2017" ©2017"ServiceNow,"Inc.""All"rights"reserved.""ServiceNow"Confidential." ServiceNow"and"the"ServiceNow"logo"are"trademarks"of"ServiceNow,"Inc.""

SDS - Value Realization Management Services v2.3DBValueRealizationManagementService–!April&2017" ©2017"ServiceNow,"Inc.""All"rights"reserved.""ServiceNow"Confidential." ServiceNow"and"the"ServiceNow"logo"are"trademarks"of"ServiceNow,"Inc.""