servlcenøw' Order Number...Jan 01, 2015 · ServiceNow Performance Analytics provides advanced analytics and time series analysis for key performance indicators (l

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servlcenøw'Servic-otoas, nc,4est Eastgale lelall -

San Diego. CA92121

Customer invoice Address:

Nanie: Douglas County

Address: 100 3rd Street

Suite:

City: Castle Rock

State/Pro rinse: CO

Zip/Postal Code: 80104

Country: United Staten

Website: www.dougisu.co.us

Reference Contract if(s):

Reference Statement at Work a(s):

23113 MO

23113My,SOWI

Subscription Term: 38

Subscription:

erviceffowe ii' Serwte Automation Applicutloh Suite

ervice5dow IT Service Automation Application Sciire

,eryicehow 0 intovery Application

Edlacatlânal Services, Knowiedéd, & OtherC

Profetsional Services

TrvelandExpenti'PeeiUL

Estimated Professional Service,lrxvel and Enperi

monthe I,

Process User

End User (Included)

Devices

it/

N

ORDER FORM

Units

100

1400

1600

Siabucrlptioe Teens , ..Nt , - iN!I Price"

C 2 '.-.::,,'gu C Y(monthiy( , :lannuel)

tMi of IIeá

lCuotornr CO3stakciJiI

Name:

Title:

Phone:

Peter Larson

Sr. Manater, IT Operations

(3034 669-6217

E.rr,aii: plersonlifdouglas.co,us

Customer Accounts Paabie

I- glarnie:

Phone:

rt a II:

Poe:

to. tie

Subscription Product Subtorel

Produr,Davalblourn

10%o Professional Service,

96,000.00

24,000.00

$ 120 000,00 $ 380 000.00

,tNetPdc'L,c (per Unit}1.i

Educational Services, Knowledge, and Penfeesional Services Subtotal:

Pee-ta,, Total:

Ezhmored Trove! & Expense teen

Eroimoeed Tones:

Eetimeted Grand Tocal:

Order Number23113MY -1

Net PrIce':totaf)

304,000,00

76,000.00

Total Price'?''.

'totet Pntci

imetedT&E.i

5,000.00

$ 148,130,00

$ 528,130.00

5 ,000,00

533,130,00

Pa rinses I Ten mu Net 30 Days from ieeaice Dare

Th, above packaged services are described in the epplicable Service Description and offered eutlect to the Master Ordernow,corr/schedasles.do, incomporeeed herein by refersnce.

Agreement at hmp://www.service.

I t

SemiceNowe OuickSton br IPCC-1 Sensice Cataloe Patkeged Service 1 flT"' 95.000,00 $ 9S,000,00Se,vlceNowe Discovery Implennentatlon Enhanced . Packaged Service - 2 $ 30,000,00 $ 30,000.00SrnviceNsw' Remote 4dm mi strauss-lU hoer, / morsE, Monthly S $ 2,230.00 $ 5,750.00SelviceNowe irrelersestalioss -Tailored T&M Hours 45 $ 250,00 $ 16,000.00

Invoice Schedeali: iAmntT,Ti

Fourteen (14) Month Subscription Fee Upon Signature $ 140,000.00 $ S 140,000.00Knowledge & Other Upon Signature $ 2,350.00 S 2,390.00Trainir,g Fees Upon Signature $ 5,590.00 $ $ 3990.00Services Upon Signature $ 5,750.00 $ $ 6,750.00

Packaged Services Upon Signature $ 125,000.00 $ 125,000.00Serv,ceo -Based on Hours Worked Monthly In Arrears S 10,000.00 S $ 10,000.00Annual Subscription Fee January 1, 2015 S 120,000.00 $ $ 120,000.00Annual Subscription Fee January 1,2015 S 120,000.00 $ S 120,000.00Estimated Travel Erpenses Mo nth lip In A rre a rs $ 5,000.00 $ 5,000.00

$ 533,13000 533,130.00

Seyvicepdow Account Executive: Michelle l'octnyStart Dare:

End Date:

hoeember 1, 2013rnichelie.yockey servic000w.comE-nleil:December 31, 2016

Currenty: USO

PS seas,,d? ye,

2Servicehsw Knowledge 14 Ticket Early eird

Serviceifose' System AdminIstrator Training 43 day,) Psblicfperateesdee)

2,390.00

2 3 1,995.00 3,990.00

$ 1,195.00

Additional Nogen

Thin Order Form is made subject to the terms and conditions of the Pilaster ,Sgreemenl by and between the City end County of Denver ("Denver') and ServiceN ciw,incjw tb an

effective date of December 10, 201? (the "Agreement"), as amended, subject to the terms and exceptions below:

Any referentes to the City & County of Denver, or to "City" are deleted and replaced with the County ol Douglas, or the "Ctunty."

The effective date is changed from December 10,201200 November 1,2013 and the Subncristion Term is changed from: December 15, 2012 through December 15, 2015, to:

November 1,2013 through December 31, 2016,

Paragraph 4.B, Masimuni Contract uabIllty Is changed by deleting $573,900.00 and replacing that sum with $533,130 and as written,

Any and eli reference to the Denver City Charter, Charter, ordinance, Denver Municipal Code are deleted and replaced with "applicable State law."

e, Paragraph 22, Notices, where reference lx made to who Into receive notices, Is replaced with the following:

Director of Information TechnologiesDouglao County Government

100 Third Street

Cantle Rock, Colorado 80104

Customer lx under no obligation to Purchase Profenylonal Services,

g. Schedule A - Dperesions Guide. Delete all references co "City Data", and replace with the term "County Data",Schedules Certificate of Inaurunce. Delete elI references no "City and County of Denver', and replace wlth the teem "Douglas County Government".

CuetoelEr "" Douglas County

Signature

Parse

Title

Date

Servlceplow, Inc.

Signature:

Name:

Title:

Date:

ServiceNow'TM Subscription Service

Product Overview

PuiehaseOptions ---

ServiceNow ITService Automation Application Suite

Includes ServiceNow Service Automation ApplicationsIncludes ServiceNow Shared Services Foundation

Includes ServiceNow Service Catalot

ServiceNow Performance AnalyticsIncludes ServiceNow Performance Analytics

Includes IKPI Library Pro

ServiceNow Discovery Application As described below

ServiceNow Orchestration Available purchase options as described below

ServiceNow Service Automation Platform Suite

Includes authorication to create custom applications on the Servicewow

Service Automation Platformincludes ServiceNowshared Services Foundation

Includes ServiceNow Service Catalog

S

ServiceNow Incident Management Application

ServiceNow Incident Management Application enables the customer sorestore normal IT operations by providing capabilities to record, classify,distribute, and manage incidents through to resolution.

serviceNow Problem Management Application

Servicehow Problem Management Application facilitates the process ofidentifying the root causes of errors in the IT infrastructure by providing

capabilities to record, escalate, and manage problems through to resolution.

ServiceNow Change Management Application

ServiceNow Change Management Application allows repeatable methodsand procedures to be used for introducing change into the IT infrastructure

. . . . .

by providing capabilities for creating, assessing, approving, and executing

changes.

ServiceNow Release Management Application

Servicehow Release Management Application facilitates the planning design,build, configuration, testing, and release of hardware and software into the ITinfrastructure.

ServiceNow Configuration Management CMDB) Application

Ssrvicehow Configuration Management jCMDO) Application provides thecapebilicies to identify, record, and report on IT configuration itemt and theirrelationships.

ServiceNow Asset Management ApplicationServicersow Asset Managemenc Application provides the capabilities to trackand manage the physical, contractual, and financial aspects of IT assets.

ServiceNow Project Management ApplicationServicehow Prolect Management Application aids in the planning, organizing,and managing of IT projects and the tasks and resources associated withthem.

Serviceaow Software Development tifecycle (SOLd ApplicationServicetlow Software Development t.ifecycle SDLC) Application manages thesoftware development process in IT projects including enhancement requestsand defect prioritization, definition of release content, and tasks.

ServiceNow IT Governance, Risk and Compliance ITGRC) Application

ServiceNow IT Governance, Risk and Compliance (ITGRC) Application allows

for the documenting of IT policies and procedures, and the definition andassessment of risks and controls based on those policies and risks, Audits and

tests can be initiated to ensure that controls are being followed andremediation tasks can track corrective actions from the audits.

ServiceNow Request Management ApplLcation

Servicehow Request Management Application facilitates the approval andfulfillment of requests for IT goods and services by leveraging Servicehr,wgraphical workflow, These goods and services are defined and presented inthe ServiceNow Service Catalog.

ServiceNow IT Cost Management Application

ServiceNow IT Cost Management Application tracks the one-time andrecurring costs of configuration items used by IT that can be allocated to

.

business units by using allocation rules. The costs can be reported on usingServiceNow reporting.

SersiiceNow Work Management Application

Servicerdow Work Management Application enables the customer to repairand service IT equipment by creating work order records and providingcapabilities to qualify, dispatch, and issue work tasks to the assigned workerbased on location and skill.

ServiceNow Performance Analytics

ServiceNow Performance Analytics provides advanced analytics and timeseries analysis for key performance indicators (l<Pls). Performance Analyticsdelivers dashboards, scorecards and analytics allowing users to define,measure and improve KPIs, and can be accessed in the ServiceNow user

interface and as a native iPhone, iPad or Android application.

(P1 Library Pro

L

(P1 Library Pro is available with subscription to ServiceNosv Performance

Analytics and provides community KP1 benchmarks, scores and popularityrankings of KPls in the KP1 Library. The (P1 Library is a set ofpublicly createdKP1s and is made publicly available.

ServiceNow Discovery Application finds computers and other devices connected to an enterprise network, When Discovery finds a computer or device, itexplores its configuration, status, software, and relationships to other connected devices, and updates the ServiceNow Configuration Management CMOB)

Application.

ServiceNow Orchestration Core

ServiceNow Orchestration extends the capability of ServiceNow graphical workflow to include

Orchestration Activities that interact outaide the ServiceNow Service Automation Applications,Servicehow Servict Automation Platform, and ServiceNow Discovery Application. Servicehow

Orchestration Core includes:

1. Basic Orchestration Activities: Resolve DNS Name, Run Probe, SNMP Query, SOAP

Request, Test server Alive

2. Orchestration Activities for Active Directory: Create Active Directory (AD) UserAccount, Disable AD User Account, Query AD, Remove AD User Account, Reset AD User

Password, Update AD User Account

3, Orchestration Activities for powerShell: Change Service State, install Windows App,Join Domain, Restart Windows Server, Run PotverShell, uninstali Windows App

4. orchestration Activities for $511: File Copy, mie Read, File Replace String, File Write,Files Compare, Reset Linux User Password, Run Command, Run Secure Copy protocol (5CP)

S. One (L) package of 10 Custom Orchestration Activities

Before Customer may purchase Serviceftow Orchestration Core, Customer must first purchaseuse of ServiceNow IT Service Automation Application Suite or ServiceNow Automation Platform

Suite.

Servicef4ow Orchestration Activity Packs

ServiceNow Orchestration Activity Packs are additional bundles of Orchestration Activitiesauthorized for use with the ServiceNow Orchestration Core, Available purchase options are:

ServiceNow provided Orchestration Activities that work in conjunction with VMwarevSphere

ServiceNow provided Orchestration Activities that work in conjunction with Amazon EC2Dna (1) package of 10 Custom Orchestration ActivitiesOne (1) package of 200 Cuscom Orchestration Activities

Purchased use of ServiceNow Orchestration Core is required before Customer may purchase aSers,iceNow Orchestration Activity Pack,

ServiceNow Orchestration Cloud Provisioning Application

ServiceNow Orchestration Cloud Provisioning Application is an application that combines theServicehow Orchestration and ServiceNow IT Service Automation Application Suite to providethe capability to automate she life cycle of public and private Cloud Provisioning Catalog Items.A purchased use of ServiceNow Orchestration Cloud Provisioning Application includes a choiceof one (1) Activity Pack for VMware vSphere or Amazon EC2; and one (1) package of 10 CloudProvisioning Catalog items.

Purchased use ofSeniiceNow Orchestration Core is required before Customer may purchase aServiceNow Orchestration Cloud Provisioning Application.

ServLceNow Orchestration Cloud Provisioning Catalog

Items

ServiceNow Orchestration Cloud Provisioning Catalog Items are items such as VM Templatesand Amaaon Machine Images that are placed in the ServiceNow Service Catalog and madeavailable for provisioning by the ServiceNow Orchestration Cloud Provisioning Application.

Indudes ServiceNow Orcheslratlon Core

includes ServiceNow Orchestration Cloud ProvisioningApplicationIncludes a choice os' one 1( Activity Pack for VMware vSphere or Amazon CCIIncludes twenty (201 packages of tO Cloud Provisioning Catalog Items

- --'-ServiceNow Orchestration Cloud Provisioning Package

SrvsceNow $rvIce Aitgmatian Platf&m \ai"S?15p trn* 'trk &r

Ue AuthbrIzatIbnDeflhItions'

Servicefow Servire Automation Appilcationt ServiceNow Service Automation Platform. Customer in required to purchase cite of the servicerlow Servirt AutomstLonApplicatitnu to aurtmste a business process supported within the serviceNow Service Auoomatitn Applications and is required to purchase use of the ServiceNow ServiceAutomation Platform to automate a business process ntt supported within the ServiceNow Service Automation Applications (each ouch automated business process, a"Custom Appaitarion "I. Customer must purchase authorized use for the number of Custom Applications equivalent uo the number of business processes automated orsupported by tine ServiceNow Service Automation Platform. Customer nosy not create a Custom Application to automate a business procets supported within a SeraiceNowService Automation Applicatiun if Customer has not purchased use of that ServiceNow Service Automation Application. Customer may not access or use the Subscription

Sen'ice todes'elop a competing product or eervlce, including a Custom Application linac automates orotherwise addresses a business process ausornared by 5 SeratcehowService Automation Application. ServiceNow support does not Includes uppurt mr Custom Appiicattons, and any service level agreement of Servicerdow does not apply to anyunavailability or degradation of performance of the Subscription Service csused by Custom Applications. Use of the ServiceNow Discovery Application and ServiceNow

Orchestration are sold separately.

Customer authorioeu individual employees and contractors of Cuutonser as users f"Usera") to access Serviterdow Service Automation Applitasions for Customer's internalbusiness purposes end/or Custom Applications, each with aunigueu uername and password ("[nate "I that may not be shared or transferred.

ii Sersiceplowservice futo,ssorionAoolicnrion_çnrions. Within Customers purchased use rights Customer designates some Users as 'Process Users"with a named level orfunctionality defined by Customer a 'Role "). A Role Is not required for a user to: (i) create the user's own record (ii) view theuser's own request; (iii) modify the Uuer's ownrequest; or (iv) search the knowledge base. A User without a Role is deemed an "End User

lh) Serviceelswsersiire Automation Plotform Within Customers purchased use rights Customer authorises Users to create and access Custom Applications, each with aLogin.

Ic) ServiceNoyv performance Analytics. Use of Performance Analytics requires purchase of a Performance Analytics Process User. A Performance Analytics Process Usermust be purchased for each Procesu User of Servitehow Service Automation Application and Service Now Service Automation Platform Suite, an applicable, during theSubscription Term. Additional performance Analytics Process Users maybe purchased.

Serstcewow Discovery Aoniication. A "Dlucovem Device" iu a device discovered by Servicehow Discovery Application with a unique It address,

Servicehow Orchestration. Customer Is required to purchase the SeryiceNow orchestration Core Ifit runs Orchestration Activities In the ServiceNow graphical workfiow thatlnteratt outside the Subscription Service. An 'Orchasfrotlon A miviry "is a discrete task or activity that is made available for Customer to uee with serviceNowOrchestrationCore, A "Custom Qrrheatraf/oee Activity' is an Orchestration Accivity that 1° creaced by Customer ore third percy.

Limited use Apreement. Customer shall limit the types and number of ServiceNow Service Automation Applications, Custom Applications, Users and their permitted Roles, andnumber uf bistsvery Devices, type and number of Orcheatrat,on Activities, numben of Cloud Provisioning Catalog items, and oths ruse restrictions to its srd ered useas

upecifled in this document.

Third tarn' Applications, Cuotomer muot neparately purchase any third party application that is used with any Servicendoaa produtn offering,

ServiceNow Servlte ,Auoomation Piatyormprovides the bility to create Custom appiications to support processes not managed by

. ,£ervvcctiout' Service Automation Applications

ServiceNow Custom Application Templates

Custom application templates include tables, modulet and other building biockt so assist thycustomer in treating custom applications that manage processes for human resources, salesforce automation, facilities and field service management. These application templates andother temple development materials are provided without warranty and support,

intefl49u fsrs JtfNvSocial IT

includes chat end live feed capabilities. Chat providet reai'tirne communiCation capability viainstant messaging between users on a serviceNow instante, Live feed provides a plate bo pontand share content in a ServiceNosv instance,

Knowledge management & managed documents

Provides role'baued tools to treats, store, and publish information. The managed documentsfunctionality provides mechanisms for version control and approvals of documents in the

review process.

ReportingProvides the ability to analyze and share data via reports and dashboards ieveraging real'time or

historIcal data.

Mobile Allows the tailoring of the ServiteNow interface for mobile devices.

Graphical workflow

provides the capability to automate mufei'step procnsees within the Subscription Service, Eachworkflow can manage a neqtence of activities, such as creating records or running scripts, andthe transitions between them based on conditions. A customer is required to purchase

ServiceNow Orchestration Core to tse graphical worinflow to interact with any application

outside of the Subecription Service.

ServIce level managementEstablishes and monitors status of service contracts and service level agreements between the

. , ,organization and its customers or third party service providers.

Content management systemContent management system fCMS) enables users to create custom interfaces for theServiceNow instance.

Survey managementAllows for polling and collection of date (orcontiniaal improvement of processes and services by

.allowing the customer to set events and conditions upon which to survey their users.

S

Servicvt'low Service Catalog

ServiceNow Service Catalog displays a listing of the goods and services that an organization

provides. Service Catalog requires authorized use of ServiceNow Request Management or aCustom ApplIcation where the action is instiated by a user through a service catalog item made

available in the ServiceNow service Catalog.

THE BOARD OF COUNTY COMMISSIONERSOF THE COUNTY OF DOUGLAS, COLORADO,

BY:

TTE

LI$SA PELLaLERDeput5' Clerk

APPROVED AS TO CONTENT: APPROVED AS TO LEG4L FORM:

Qyt -Doug as J. DeBordCounty Manager

Date: )

APPROVED AS TO FISCAL CONTENT:

Andrew oplandDirector of Finance

Date:

G. Nicholas PijoanSenior Assistant County Attorney

Date:

Contract Number: 30312MB

MASTER AGREEMENT

TI-US AGREEMENT is by and between the CITYAND COUNTY OF DENVER, a municipalcorporation of the State of Colorado (the "City") and SERVICENOW, INC., a Delaware Corporation, whoseaddress is 4810 Eastgate Mali, San Diego, California 92121 ("ServiceNow"). The "Effective Date" shall be the datethe Agreement is fully executed.

This Agreement contains the terms and conditions applicable to City's purchase and use of ServiceNow'ssubscription service(s) and professional services.

1) Schedule A Operations Guide

This Agreement, together with the attached Schedule is the entire agreement of the parties regarding the subjectmatter of this Agreement, and supersedes all prior or contemporaneous oral or written agreements, representationsand negotiations, including, but not limited to, any terms contained in City's purchase order.

1. Provision of the Services: ServiceNow will make the following services available to City, subjectto the terms and conditions of this Agreement and each mutually acceptable written ordering document signed byboth City and ServiceNow (each, an "Order Form"): (a) use of the ServiceNow subscription service(s) as specifiedin an Order Form and described in ServiceNow's Operations Guide which is incorporated herein by this reference(the "Subscription Service"); and (b) professional services from ServiceNow as indicated on an Order Form("Professional Services").

2. Ordering:

SUBSCRIPTION SERVICE. An Order Form for use of a Subscription Service shallspecify the terni of authorized use of the Subscription Service (the "Subscription Term"),the fees and other charges for use of the Subscription Service, any special payment terms,and the numbers, types and identifiers of permitted Users (as defined in Section 1.1 of theOperations Guide), servers and locations through which City is permitted to use theSubscription Service, City may not use or otherwise access the Subscription Service in amanner that exceeds City's authorized use. Unless otherwise expressly provided in theapplicabie Order Form, the Subscription Service is for City's internal business purposesonly.

PROFESSIONAL SERVICE. An Order Form for Professional Services shall specifyServiceNow packaged professional services (each offering, a "Packaged Service"),which do not require a signed statement of work and are as described under the name ofsuch Professional Service offering at www.service-now.com/schedules.do, or otherProfessional Services described in one or more written statements of work ("SOW')signed by ServiceNow and City or attached hereto.

3. TERM: This Agreement commences on the Effective Date and continues until the Usersubscriptions granted in accordance with this Agreement have expired or been terminated. User subscriptionscommence on the start date specified in the applicable Order Form and continue for the Subscription Term detailedtherein. The initial Subscription Term is from December 15, 2012 through December 15, 2015.

4. COMPENSATION AND PAYMENT:

A. PAYMENT TERMS. Except as expressly set forth in the applicable Order Font (a)Subscription Service fees are invoiced annually in advance; (b) Professional Services fees are invoiced on a time andmaterials basis monthly in arrears (including reasonable travel expenses agreed upon in advance in writing by theCity or as otherwise agreed in an applicable SOW); (c) City shall pay each uncontested invoice in full within thirty-five (35) days after the date of invoice in U.S. dollars; and (d) if City specifies in an Order Form that it is issuing a


purchase order for such Order Form, then ServiceNow shall reference the applicable City purchase order number onits invoices (solely for administrative convenience) so long as City provides the purchase order number toServiceNow at least five (5) business days prior to the date of the applicable ServiceNow invoice. IT City isdelinquent in payment of amounts for the Subscription Service owed hereunder, ServiceNow may give notice toCity of such delinquency and, in such case, City will have thirty (30) days from the date of ServiceNow's writtennotice to cure the delinquency. If City fails to cure the delinquency, ServiceNow 'nay, in addition to its other rightsand remedies provided hereunder or at law, suspend the affected Subscription Service. Notwithstanding theforegoing, payment of all uncontested amounts due hereunder shall be made in accordance with the City's PromptPayment Ordinance.

B. Maximum Contract Liability:

Any other provision of this Agreement notwithstanding, in no eventshall the City be liable for payment for Professional Services rendered and expenses incurred by ServiceNow for anyamount in excess of the sum of FIVE HUNDRED SEVENTY THREE THOUSAND NINE HUNDREDDOLLARS ($573,900.00). ServiceNow acknowledges that any Professional Services performed by ServiceNowbeyond that specifically authorized by the City is performed at ServiceMow's risk and without authorization underthis Agreement.

It is understood and agreed that any payment obligation of the Cityhereunder, whether direct or contingent, shall extend only to funds appropriated by the Denver City Council for thepurpose of this Agreement, encumbered for the purpose of the Agreement and paid into the Treasury of the City.ServiceNow acknowledges that (a) the City does not by this Agreement, irrevocably pledge present cash reserves forpayments in future fiscal years, and (b) this Agreement is not intended to create a multiple-fiscal year direct orindirect debt or financial obligation of the City; provided however, that failure to timely pay any invoice due underthis Agreement shall be considered a material breach permitting ServiceNow to immediately terminate theAgreement in accordance with Section 7 below without further obligation, except for the return of any unusedprorated, prepaid annual fees covering the remaining portion of the Subscription Term.

STATUS OF SERVICENOW: It is understood and agreed that the status of ServiceNow shallbe that of an independent contractor and it is not intended, nor shall it be construed, that ServiceNow or itsemployees are employees or officers of the City under Chapter 18 of the Denver Revised Municipal Code or for anypurpose whatsoever.

GRANT OF USE RIGHTS; OWNERSHIP; CITY RESTRICTIONSGRANT OF USE RIGHTS. Solely as contemplated by this Agreement and the applicable Order From:

(a) ServiceNow hereby grants to City a non-exclusive, non-transferable, worldwide right during the SubscriptionTerm to access and use a Subscription Service and the manuals and user documentation relating to the operation anduse of a Subscription Service that are provided by ServiceNow to City under the Agreement, as reasonably updatedby ServiceNow from time to time (the "Doctunentation"); and (b) City hereby grants ServiceNow a non-exclusive,non-transferable, worldwide right to use the electronic data specifically pertaining to City andlor its Users that isprocessed using the Subscription Service (collectively "City Data") as necessary strictly for the limited purpose ofproviding the Subscription Service to City.

SOFTWARE. ServiceNow may provide ServiceNow software products ("Software") for use inconnection with the Subscription Service. Any Software is licensed and not sold, and ServiceNow grants City alimited, personal, worldwide, non-sublicensable, non-transferable non-exclusive license to install and execute theSoftware on machines operated by or for City solely to permit City to use the Subscription Service during theSubscription Term in accordance with the terms and conditions of this Agreement. The Subscription Service,Software or Deliverables may be rendered using or may include third-party software that is licensed to ServiceNowpursuant to third party license agreements, including open source licenses. ServiceNow warrants that it has theright, pursuant to such third-party license agreements, to grant the license to City set forth in this Section 6 and thatCity's use of a Subscription Service (including the Software) as permitted under this Agreement will not obligateCity to distribute, disclose, or license any of City's own proprietary software on an open source basis.


OWNERSHIP. As between ServiceNow and City, all rights, title, and interest in and to all intellectualproperty rights in the Subscription Sen'ice, Software, Documentation and/or ServiceNow Core Technology (asdefined below) are owned exclusively by ServiceNow. Except as expressly provided in this Agreement, ServiceNowdoes not grant City (and expressly -eserves) any rights, express or implied, or ownership in the Subscription Service,Software, Documentation, and/or ServiceNow Core Technology. ServiceNow shall have a royalty-free, worldwide,non-exclusive, transferable, sub-licensable, irrevocable, perpetual right to use or incorporate into the SubscriptionService, Software, Documentation, and/or ServiceNow Core Technology, any suggestions, enhancements,recommendations or other feedback provided by City relating to the Subscription Service, Software, Documentation,and/or ServiceNow Core Technology.

RESTRICTTONS. City shall not (and shall not permit others to): (i) license, sub-license, sell, re-sell,rent, lease, transfer, distribute, or time share the Subscription Service, Software or Documentation or make itavailable for access by third parties, such as for example in the manner of a service bureau or hosted application; (ii)create derivative works based on or otherwise modilS' the Subscription Service, Software or Documentation; (iii)disassemble, reverse engineer or decompile the Subsciption Service or Software; (iv) access the Subscription-.Service, Software or Documentation in order to develop a competing product or service; (v) use the SubscriptionService to manage IT resources as a service for others; (vi) use or send viruses or other harmftl computer code; (vii)interfere with the integrity of the Subscription Service or its data; or (viii) remove or modi& an copyright or otherproprietary rights notice on or in the Service Now intellectual property; or (ix) use or distribute material protected bycopyright or other intellectual property right (including the right of publicity and/or privacy) without first obtainingthe permission of the owner.

F. DELIVERABLES, Subje& to the provisions of this Section 6, ServiceNow shall assign to City anyNewly Created IP (defined below) in Deliverables upon payment in full by City of all amounts due for theProfessional Service under which the Deliverable was created. A "Deliverable" is a deliverable that is identified inthe applicable SOW and that is created by ServiceNow for City in the performance of the Professional Services."Newly Created IF' means intellectual property in any inventions or works of authorship that are made byServiceNow for City in the course of performing Professional Services for the City, other than ServiceNow CoreTechnology. Servicelvow Core Technology" means: (a) ServiceNow technology, methodologies and intellectualproperty (including, without limitation, product(s), software tools, hardware designs, algorithms, templates, software(in source and object forms), architecture, class libraries, objects and documentation (both printed and electronic))existing at the Effective Date of this Agreement or otherwise arising in whole or in part outside of work under aProfessional Service for City; (b) any derivatives, improvements, enhancements or extensions of the foregoingconceived, whether or not reduced to practice, or developed during the term of this Agreement or in performance ofProfessional Service, as applicable; and (c) any intellectual property anywhere in the world relating to any of theforegoing. lo the extent (if at all) any ServiceNow Core Technology is incorporated into a Deliverable, ServiceNowgrants to City a non-exclusive, royalty-free, non-transferable, non-sublicensable worldwide license to use theServiceNow Core Technology solely to use the Deliverable in connection with the Subscription Service ascontemplated under this Agreemenl during the Subscription Term. Nothing in this Agreement shall be deemed torestrict or limit ServiceNow's right to perform similar Professional Services for any other party or to assign anyemployees or subcontractors to perform similar Professional Services for any other party.

7. TERMINATION:

A. Each party may terminate this Agreement in its entirety either (i) upon thirty days' priornotice to the other party, if at the time such notice is served there are no Order Forms in effect; or (ii) upon notice ifthe other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency,receivership, liquidation in any jurisdiction that is not dismissed within sixty (60) days of its commencement or anassignment for the benefit of creditors. Either party may terminate a Subscription Service or Professional Serviceseffective immediately upon written notice if the other party materially breaches a material obligation under thisAgreement or the applicable Order From for the affected service and does not cure the breach within thirty (30) daysafter receiving written notice thereof from the non-breaching party. Professional Services are separately orderedfrom the Subscription Service, and are not required for the Subscription Service. A breach by a party of itsobligations with respect to Professional Services shall not by itself constitute a breach by that party of its obligationswith respect to the Subscription Service even if the services are enumerated in the same Order Form.


B. EFFECT OF TERMINATION OF SERVICE. Upon expiration or other termination ofthe Subscription Service or Professional Services for any reason, City shall immediately stop using, and ServiccNowshall immediately stop providing, that service. (a) If a service is terminated by City for cause, then ServiceNowshall refund to City, within thirty (30) days after the effective date of such termination, all prepaid fees for thatportion of the terminated service that was not rendered after the date of termination. (b) If the Subscription Serviceis terminated by ServiceNow for non-payment, then City shall pay to ServiceNow, within thirty (30) days after theeffective date of such termination, fees for the Subscription Service that would have been payable for the remainderof the Subscription Term after the effective date of such termination. (c) Upon expiration or other termination of theSubscription Service for any reason, City shall request the return of City Data in accordance to the OperationsGuide.

EXAMINATION OF RECORDS: Upon written notification, ServiceNow agrees that within 10business days of such notification, any duly authorized representative of the City, including the City Auditor shalt,have access to and the right to examine any books, documents, papers and records relating to Professional Services.Any audits will be conducted during normal business hours in such a manner as to not unreasonably interfere withthe normal business operations of the party being audited.

WE-lEN RICE-ITS AND REMEDIES NOT WAIVED: In no event shall any action by eitherParty hereunder constitute or be construed to be a waiver by the other Party of any breach of covenant or defaultwhich may then exist on the part of the Party alleged to be in breach, and the non-breaching Party's action orinaction when any such breach or default shall exist shall not impair or prejudice any right or remedy available tothat Party with respect to such breach or default; and no assent, expressed or implied, to any breach of any one ormore covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any otherbreach.

INSURANCE:

General Conditions: ServiceNow agrees to secure, at or before the time ofexecution of this Agreement, the following insurance covering all operations, goods or services provided pursuant tothis Agreement. ServiceNow shall keep the required insurance coverage in force at all times during the term of theAgreement, or any extension thereof, during any warranty period, and for three (3) years after termination of theAgreement. The required insurance shall be underwritten by an insurer licensed or authorized to do business inColorado and rated by AM. Best Company as "A-"VIlI or better. ServiceNow shall provide written notice ofcancellation of coverage to the address above by certified mail, return receipt requested. If any policy is in excess ofa deductible or self-insured retention, the City must be notified by ServiceNow. ServiceNow shall be responsiblefor the payment of any deductible or self-insured retention. The insurance coverages specified in this Agreement arethe minimum requirements, and these requirements do not lessen or limit the liability of ServiceNow. ServiceNowshall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to coverits obligations and liabilities under this Agreement.

Proof of Insurance: ServiceNow shall provide a copy of this Agreement to its insuranceagent or broker. ServiceNow may not commence services or work relating to the Agreement prior to placement ofcoverage. ServiceNow certifies that the certificate of insurance attached as Exhibit B preferably an ACORDcertificate, complies with all insurance requirements of this Agreement. The City requests that the City's contractnumber be referenced on the Certificate. The City's acceptance of a certificate of insurance or other proof ofinsurance that does not comply with all insurance requirements set forth in this Section ID shall not act as a waiverof ServiceNow's breach of this Section 10 or of any of the City's rights or remedies under this Section 10. TheCity's Risk Management Office may require additional proof of insurance, including but not limited to policies andendorsements.

Additional Insureds: For Commercial General Liability, ServiceNow shall name theCity and County of Denver, its elected and appointed officials, employees and volunteers as additional insured..

Contract Number: 303 12MB

C. City's exclusive remedy for breach of the foregoing warranties is to notif' ServiceNowof the breach within forty-five (45) days after performance of the non-conforming

Waiver of Subrogation: For all coverages, excluding Errors and Omissions,ServiceNow's insurer shall waive subrogation rights against the City.

Subcontractors and Sub-consultants: All subcontractors and sub-consultants shall besubject to all of the requirements herein and shall procure and maintain the same coverages required of theContractor. If such coverage is not procured, coverage will be afforded tinder ServiceNow's policies.

Workers' Compensation/Employer's Liability Insurance: ServiceNow shall maintainthe coverage as required by statute for each work location and shall maintain Employer's Liability insurance withlimits of $100,000 per occurrence for each bodily injury claim, $100,000 per occurrence for each bodily injurycaused by disease claim, and $500,000 aggregate for all bodily injuries caused by disease claims. ServiceNowexpressly represents to the City, as a material representation upon which the City is relying in entering into thisAgreement, that none of ServiceNow's officers or employees who may be eligible under any statute or law to rejectWorkers' Compehsation Insurance shall effect such rejection during any pan of the term of this Agreement,and thaLany such rejections previously effected, have been revoked as of the date ServiceNow executes this Agreement.

Commercial General Liability: ServiceNow shall maintain a Commercial GeneralLiability insurance policy with limits of $1,000,000 for each occurrence, $1,000,000 for each personal, advertisinginjury claim, products and completed operations, and $2,000,000 policy aggregate.

B. Business Automobile Liability: ServiceNow shall maintain Business AutomobileLiability with limits of$l,000,000 combined single limit applicable to all hired and non-owned vehicles used inperforming Professional Services under this Agreement

1. Technolopy Errors & Omissions including Cyber Liability: ServiceNow shallmaintain Technology Errors and Omissions insurance coverage for liabilities arising out of ServiceNow's acts, errors,or omissions while performing or failing to perform its Professional Services provided under this Agreement with limitsof$1,000,000 per occurrence and $1,000,000 policy aggregate.

J. Additional Provisions:

(a) For Commercial General Liability and Excess Liability, the policies mustprovide the following:

That this Agreement is an Insured Contract under the policy;Defense costs in excess of policy limits;A severability of interests, separation of insureds or cross liability

provision; andA provision that coverage is primary and non-contributory with other

coverage or self-insurance maintained by the City.

(b) For claims-made coverage:(i) The retroactive date must be on or before the contract date or the firstdate when any goods or services were provided to the City, whichever is earlier

11. REPRESENTATION AND WARRANTY: ServiceNow represents and warrants that:

A. All Professional Services will be performed by qualified personnel in a professional andworkmanlike manner, consistent with industry standards;

B, All Professional Services will conform to the specifications in the applicable SOW.


Professional Services. Upon receipt of such notice, ServiceNow, at its option, shall eitheruse commercially reasonable efforts to re-perform the Professional Services inconformance with these warranty requirements or shall terminate the affectedProfessional Services and refund to City within thirty (30) days thereafter any prepaidamounts for non-conforming Professional Services. This Section 1 sets forth City'sexclusive rights and remedies (and ServiceNow's sole liability) in connection with theperformance of Professional Services.

U. DISCLAIMER OF WARRANTIES. EXCEPT FOR TI-JR WARRANTIES EXPRESSLYSTATED IN THIS AGREEMENT, THE SERVICES PROVIDED HEREUNDER ANDANY ACCOMPANYING SOFTWARE OR DELIVERABLE ARE PROVIDED "AS-IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND AND, TOTHE MAXIMUM EXTENT ALLOWED BY LAW, SERVICENOW DISCLAIMS ALLWARRANTIES OF ANY KIND INCLUDING WARRANTIES ARISING UNDERSTATUTE, WARRANTIES OF MERCHANTABILITY, ACCURACY, QUIEfl_ENJOYMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR ANYWARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING ORCOURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THEFOREGOING, SERVICENOW SPECIFICALLY DOES NOT WARRANT THAT THESERVICES OR DELIVERABLES WILL MEET THE REQUIREMENTS OF CITY OROTHERS OR THAT THEY WthL BE ACCURATE OR OPERATE WITHOUTINTERRUPTION OR ERROR.

32. DEFENSE AND INDEMNIFICATION:

A. ServiceNow hereby agrees to defend, indemniI', and hold harmless City, its appointedand elected officials, agents and employees against all third party claims, judgments, suits or demands for damagesto persons or tangible personal property arising out of, resulting from, or relating to the Services performed underthis Agreement to the extent caused by the negligence or intentional misconduct qf ServiceNow ("Claims"), unlessand until such Claims have been specifically determined by the trier of fact to be due to the sole negligence orwillful misconduct of the City.

8. ServiceNow's duty to defend and indemnify City shall arise at the time written notice ofthe Claim is first provided to City regardless of whether Claimant has filed suit on the Claim. ServiceNow's duty todefend and indemnify City shall arise even if City is the only party sued by claimant.

ServiceNow will defend any and all Claims which may be brought or threatened againstCity and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to,court costs and attorney fees incurred in defending and investigating such Claims.

Insurance coverage requirements specified in this Agreement shall in no way lessen orlimit the liability of the ServiceNow under the terms of this indemnification obligation. The ServiceNow shallobtain, at its own expense, any additional insurance that it deems necessary for the City's protection.

This defense and indemnification obligation shall survive the expiration or termination ofthis Agreement

To the extent ServiceNow is providing Software to the City, ServiceNow will, atServiceNow's expense, indemnify, defend and hold harmless the City, its officers, agents and employees from andagainst any cost, expense or liability (including but not limited to attorney's fees and awarded damages) arising outof a third party claim that the Software or its use by the City, infringe, violate or misappropriate a valid and issuedpatent, copyright, trademark or trade secret of any third party. The City will promptly notify ServiceNow in writingof any claim and cooperate with ServiceNow and its legal counsel in the defense thereof In addition to itsindemnification obligations, ServiceNow may in its discretion (i) contest, (ii) settle, (iii) procure for the City theright to continue using the Software, or (iv) modify or replace the infringing Software so that it no longer infringes,as long as the functionality and performance are not degraded as reasonably determined by the City. The City mayparticipate in the defense of such action at its own expense. If ServiceNow concludes in its reasonable judgment

13. LIMITATIONS OF LIABILITY AND DAMAGES

LIMITATIONS OF LIABILITY. THE TOTAL; CUMULATIVE LIABILITY OF SERVICE-NOWARISING OUT OF OUR RELATED TO TI-US AGREEMENT OR THE SERVICES PROVIDEDHEREUNDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), ORANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THREE TIMES (3X)

THE TOTAL AMOUNTS PAID DURING THE TWELVE (12) MONTH PERIOD PRECEDINGTHE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONECLAIM SHALL NOT ENLARGE TI-US LIMIT. THE FOREGOING LIMITATION OF LIABILITYSHALL NOT APPLY TO: (1) BODILY INJURY OR DEATH; (2) INFRINGEMENT BY A PARTYOF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; (3) SERVICENOW'SINDEMMFICATION OBLIGATION UNDER SECTION 12(F); AND (4) CUSTOMER'SOBLIGATION TO PAY AMOUNTS OWED FOR SERVICES PROVIDED HEREUNDER.

EXCLUSION OF DAMAGES. TO THE EXTENT PERMITtED BY LAW, NEITHERSERVICENOW NOR CUSTOMER SHALL BE LIABLE TO THE OTHER OR ANY THLRDPARTY FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF USE ORDATA, COSTS OF COVER, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIALOR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO BUSINESS, REPUTATION ORGOODWILL), OR INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED, WHETHER BYBREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHERLEGAL OR EQUITABLE CAUSE OF ACTION, OR FOR ANY MATTER BEYONDSERVICENOW'S OR ITS SUPPLIERS' REASONABLE CONTROL. THE FOREGOINGEXCLUSIONS SHALL NOT APPLY TO: (I) BODILY INJURY OR DEATH; AND (2)

INFRiNGEMENT BY A PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTYRIGHTS.

14. COLORADO GOVERNMENTAL IMMUNITY ACT: The parties hereto understand and agree thatthe City is relying upon, and has not waived, the monetary limitations and all other rights, immunities and protectionprovided by the Colorado Governmental Act, § 24-10-101, et seq., CR5. (2003).

IS. TAXES, CL-fARCES AND PENALTIES: The City shall not be liable for the payment of taxes,late charges or penalties of any nature other than the compensation stated herein, except for any additional amountswhich the City may be required to pay under D.R.M.C. § 20-107 to § 20-115. Notwithstanding the foregoing, if anytaxes are imposed on City's use of the Subscription Service or Professional Services, City agrees to bear all suchtaxes, excluding taxes on ServiceNow's income. Tax-exempt customers must provide a certificate of exemptionprior to executing the Order Form.


that none of the foregoing options are commercially reasonable, then ServiceNow will refund any prepaidSubscription fees covering the remaining portion of the applicable Subscription Term. Notwithstanding the above,ServiceNow shall have no liability for any Claim arising in whole or in part from: (i) any use of the Software whichexceeds the authorized use in the Order Form; (ii) the City Data; (iii) use of the Software by City in violation ofapplicable law; (iv) use of the affected Software after termination; (v) modifications to the Software by any personother than ServiceNow or a person acting at ServiceNow's direction; or (vi) use of the Software in combination withany software, application or service made or provided other than by ServiceNow.

G. PROCESS. All of the foregoing indemnity obligations of ServiceNow are conditioned on theindemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, theindemnified party giving the indemnifying party sole control of the defense thereof and any related settlementnegotiations, and the indemnified party cooperating and, at the indemnifying party's request and expense, assistingin such defense. SECTION 12 STATES EACH PARTY'S ENTIRE LIABILITY AND THE OTFIER PARTY'SEXCLUSIVE REMEDY FOR THIRD PARTY CLAIMS AND ACTIONS.

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16. ASSIGNMENT: Neither party shall assign or transfer its rights hereunder without first obtainingthe written consent of the other party. Any attempts by either party to assign or transfer its rights hereunder withoutsuch prior written consent of the other party shall, at the option of said party, automatically terminate thisAgreement and all rights hereunder. Such consent may be granted or denied at the sole and absolute discretion ofsaid party. A change in control of ServiceNow, including without limitation through merger, sale, acquisition ordivestiture, shall not constitute art assignment hereunder.

17. NO THIRD PARTY BENEFICIARY: It is expressly understood and agreed that enforcementof the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictlyreserved to the City and ServiceNow, and nothing contained in this Agreement shall give or allow any such claim orright of action by any other or third person on such Agreements. It is the express intention of the City andServiceNow that any person other than the City or ServiceNow receiving services or benefits under this Agreementshall be deemed to he an incidental beneficiary only.

18. NO AUTHORITY TO BIND CITY TO.CONTRACTS: ServiceNow has no authority to bindthe City on any contractual maters. Final approval of all contractualmatters which obligate the City must be by theCity, as required by Charterand ordinance.

19. AGREEMENT AS COMPLETE INTEGRATION-AMENDMENTS: This Agreement,including any exhibit or Schedule attached hereto (each of which is specifically incorporated herein) is intended asthe complete integration of all understandings between the parties. No prior contemporaneous or subsequentaddition, deletion, or other amendment hereto shall have any force or effect, unless embodied herein in writing, andexecuted in the same mariner as this Agreement. City acknowledges that it has not relied on any statement, promiseor representation made or given by or on behalf of ServiceNow which is not set out in this Agreement, or theapplicable Order Form. City's orders are not contingent on, and City has not relied on, the delivery of any futurefunctionality regardless of any verbal or written communication about ServiceNow's future plans.

20. SEVERAHILITY: The parties agree that if any provision of this Agreement or any portionthereof is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity of theremaining portions or provisions shall not be affected.

21. CONFLICT OF INTEREST:


The parties agree that no employee of the City shall have any personal or beneficialinterest whatsoever in the services or property described herein; and ServiceNow further agrees not to hire orcontract for services any employee or officer of the City which would be in violation of the Denver RevisedMunicipal Code, Chapter 2, Article IV, Code of Ethics, or Denver City Charter § 1.2.8, 1.2.9, and 1.2.12.

ServiceNow represents that no officer or employee of ServiceNow is an officer oremployee of City. In the event such a conflict exists ServiceNow shall have thirty (30) days after the notice isreceived to eliminate or cure the conflict of interest in a manner which is acceptable to the City.

22. NOTICES: All notices required by the terms of the Agreement must be hand delivered, sent byovernight courier service, mailed by certified mail, return receipt requested, or mailed via United States mail, postageprepaid, if to ServiceNow at the address first above written with copies to legalnoticesservicenow.com Attn:General Counsel, and if to the City at:

Chief Information Officer or Designee201 West Colfax Avenue, Dept. 301Denver, Colorado 80202

With a copy of any such notice to:

Denver City Attorney's Office1437 Bannock St., Room 353Denver, Colorado 80202


Notices hand delivered or sent by overnight courier are effective upon delivery. Notices sent by certified mail areeffective upon receipt. Notices sent by mail are effective upon deposit with the U.S. Postal Service. The parties maydesignate substitute addresses where or persons to whom notices are to be mailed or delivered. However, thesesubstitutions will not become effective until actual receipt of written notification.

DISPUTES: All disputes of whatever nature between the City and ServiceNow regarding thisAgreement shall be resolved by administrative hearings pursuant to the procedure established by Denver RevisedMunicipal Code, § 56-106(b), et seq. For the purposes of that procedure, the City official rendering a finaldetermination shall be the City representative identified in Paragraph I hereof.

GOVERNING LAW; VENUE: This Agreement shall be construed and enforced in accordancewith the laws of the State of Colorado, the Charter and Revised Municipal Code of the City and County of Denver,and the ordinances, regulations and Executive Orders enacted and/or promulgated pursuant thereto, including anyamendments. The Charter and Revised Municipal Code of the City and County of Denver, as the same may beamended from time to time, are hereby expressly incorporated into this Agreement as if fully set out herein by thisreference. Venue for any legal action relating to this Agreement shall lie in the District Court in and for the City andCounty of Denver.

NO DISCRIMINATION IN EMPLOYMENT: In connection with the performance of workunder this Agreement, ServiceNow agrees not to refuse to hire, discharge, promote or demote, or to discriminate inmatters of compensation against any person otherwise qualified, solely because of race, color, religion, nationalorigin, gender, age, military status, sexual orientation, marital status, or physical or mental disability; andServiceNow further agrees to insert the foregoing provision in all subcontracts hereunder.

26 USE, POSSESSION OR SALE OF ALCOHOL OR DRUGS: While present on City propertyfor purposes of this Agreement ServiceNow shall cooperate and comply with the provisions of Executive Order 94and its Attachment A thereto concerning the use, possession or sale of alcohol or drugs. Violation of theseprovisions or refusal to cooperate with implementation of the policy can result in the City barring ServiceNow fromCity facilities or participating in City operations.

27. CONFIDENTIAL INFORNIATION OPEN RECORDS:

Citv Information: ServiceNow acknowledges and accepts that, in performance of allProfessional Services under the terms of this Agreement, ServiceNow may have access to Proprietary Data orconfidential information that may be owned or controlled by the City, and that the disclosure of such ProprietaryData or information may be damaging to the City or third parties. ServiceNow agrees that all Proprietary Data,confidential information or any other data or information provided or otherwise disclosed by the City to ServiceNowshall be held in confidence and used only in the performance of its obligations under this Agreement. ServiceNowshall exercise the same standard of care to protect such Proprietary Data and information as a reasonably prudentcontractor would to protect its own proprietary or confidential data. "Proprietary Data" shall mean any materials orinformation which may be designated or marked "Proprietary" or "Confidential", or which would not be documentssubject to disclosure pursuant to the Colorado Open Records Act or City ordinance, and provided or made availableto ServiceNow by the City. Such Proprietary Data may be in hardcopy, printed, digital or electronic format.

Use and Protection of Proprietary Data or Confidential Information:

(i) Except as expressly provided by the terms of this Agreement, ServiceNowagrees that it shall not disseminate, transmit, license, sublicense, assign, lease, release, publish, post on the internet,transfer, sell, permit access to, distribute, allow interactive rights to, or otherwise make available any ProprietaryData or confidential information or any part thereof to any other person, party or entity in any form of media for anypurpose other than to exercise its rights and to perform its obligations under this Agreement. ServiceNow furtheracknowledges that by providing data, Proprietary Data or confidential information, the City is not granting toSen'iceNow any right or license to use such data except as provided in this Agreement. ServiceNow further agreesnot to disclose or distribute to any other party, in whole or in part, the data, Proprietary Data or confidentialinformation without written authorization from the Manager and will immediately noti& the City if any informationof the City is requested from the ServiceNow from a third party.


ServiceNow agrees, with respect to the Proprietary Data and confidentialinformation, that: (I) ServiceNow shall not copy, recreate, reverse engineer or decompile such data, in whole or inpart, unless authorized in writing by the Manager; (2) ServiceNow shall retain no copies, recreations, compilations,or decompilations, in whole or in part, of such data; and (3) ServiceNow shall, upon the expiration or earliertermination of the Agreement, destroy (and, in writing, certi& destruction) or return all such data or work productsincorporating such data or information to the City.

ServiceNow shall develop, implement, maintain and use appropriateadministrative, technical and physical security measures to preserve the confidentiality, integrity and availability ofall City Data. This includes industry accepted firewalls, up-to-date anti-virus software, controlled access to thephysical location of the hardware itself

Employees and Sub-Contractor ServiceNow will inform its employees and officers ofthe obligations under this Agreement, and all requirements and obligations of ServiceNow under this Agreementshall survive the expiration or earlier termination of this Agreement. ServiceNow shall not disclose Proprietary Dataor confidential information to subcontractors unless such subcontractors are bound by non-disclosure andconfidentiality provisions at least as strict as those contained in this Agreement.

Disclaimer: Notwithstanding any other provision of this Agreement, the City andServiceNow are furnishing Proprietary Data and confidential information on an "as is' basis, without any supportwhatsoever, and without representation, warranty or guarantee, including but not in any manner limited to, fitness,merchantability or the accuracy and completeness of the Proprietary Data or confidential information. Neither partyassumes liability for any errors or omissions herein, Specifically, the City is not responsible for any costs including,but not limited to, those incurred as a result of lost revenues, loss of use of data, the costs of recovering suchprograms or data the cost of any substitute program, claims by third parties, or for similar costs resulting from suchProprietary Data. If discrepancies are found, ServiceNow agrees to contact the City immediately.

ServiceNow's Information: To the extent applicable in this Agreement, the Cityunderstands and agrees that ServiceNow's business plans and processes; financial and employee data; proprietarytechnology and product information and designs; the Subscription Service, software and documentation, source code,object code, the interface requirements document(s), acceptance test procedures, SOW(s), the software design, structureand organization, software screens, the user interface and the engineering know-how implemented in the software(collectively "ServiceNow Confidential Information") constitute the valuable properties and trade secrets ofServiceNow, embodying substantial creative efforts which are secret, confidential, and not generally known by thepublic, and which secure to ServiceNow a competitive advantage. The City agrees during the term of this Agreementand any license granted hereunder, and thereafter, not to use the ServiceNow Confidential Information except to theextent necessary to exercise its rights under this Agreement and ifilfihl its obligations, and to hold ServiceNowConfidential Information including any copies thereof and any documentation related thereto, in strict confidence and tonot permit any person or entity to obtain access to it except as required for the City's exercise of the license rightsgranted hereunder, and except as required by the parties understand that all the material provided or produced underthis Agreement may be subject to the Colorado Open Records Act., § 24-72-20 1, et seq., CR5, (2003). In the eventof a request to the City for disclosure of such information, the City shall advise ServiceNow of such request in orderto give ServiceNow the opportunity to object to the disclosure of any of its ServiceNow Confidential Information andtake necessary legal recourse. In the event of the filing of a lawsuit to compel such disclosure, the City will tender allsuch material to the court forjudicial determination of the issue of disclosure and ServiceNow agrees to intervene insuch lawsuit to protect and assert its claims of privilege against disclosure of such material or waive the same.

28. LEGAL AUTHORITY:

ServiceNow warrants that it possesses the legal authority, pursuant to any proper,appropriate and official motion, resolution or action passed or taken to enter into this Agreement.

The person signing and executing this Agreement on behalf of ServiceNow does herebywarrant that he has been fully authorized by ServiceNow to execute this Agreement on behalf of ServiceNow and to


validly and legally bind ServiceNow to all the terms, performances and provisions herein set forth.

C. The City shall have the right, at its option, to either temporarily suspend or permanentlyterminate this Agreement, if there is a dispute as to the legal authority of either ServiceNow or the person signingthe Agreement to enter into this Agreement.

NO CONSTRUCTION AGAINST DRAFTING PARTY: Each of the Parties acknowledgethat they and their respective counsel have had the opportunity to review this Agreement, and that this Agreementshall not be construed against any party merely because this Agreement or any of its provisions have been preparedby a particular party.

CONTRACT DOCUMENTS; ORDER OF PRECEDENCE: In the event of any conflictsbetween the language of this Agreement and the exhibits or Order Form, the language of the Agreement shallcontrol.

SURVIVAL OF CERTAIN PROVISIONS: The parties understand and agree that all terms andconditions of this Agreement together with the exhibits and attachments hereto which, by reasonable implication,contemplate continued performance or compliance beyond the termination of this Agreement (by expiration of theterm or otherwise) shall survive such termination and shall continue to be enforceable as provided herein. Withoutlimiting the generality of the foregoing, Sections 3, 7, 12, 13, 16 37 shall survive termination or expiration of thisAgreement.

INUREMENT: The rights and obligations of the parties herein set forth shalt inure to the benefitof and be binding upon the parties hereto and their respective successors and assigns permitted under thisAgreement.

FORCE MAJEURE: Neither party shall be responsible for failure to fulfill its obligationshereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection,natural disaster, unreasonable delay of carriers, governmental order or regulation, complete or partial shutdown of plant,unreasonable unavailability of equipment or software from suppliers, default of a subcontractor or vendor (if suchdefault arises out of causes beyond their reasonable control), the actions or omissions of the other party or its officers,directors, employees, agents, vendors or elected officials and1or other substantially similar occurrences beyond theparty's reasonable control ('Excusable Delay") herein. In the event of any such Excusable Delay, time for performanceshall be extended for a period of time as may be reasonably necessary to compensate for such delay.

PARAGRAPH HEADINGS: The captions and headings set forth herein are for convenience ofreference only, and shall not be construed so as to define or limit the terms and provisions hereof.

CITY EXECUTION OF AGREEMENT: This Agreement is expressly subject to and shall notbe or become effective or binding on the City until it has been fully executed by all signatories of the City andCounty of Denver.

COUNTERPARTS 01? TIllS AGREEMENT: This Agreement may he executed incounterparts, each of which shall be deemed to be an original of this Agreement.

ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS: ServiceNow consents tothe use of electronic signatures by the City. The Agreement, and any other documents requiring a signaturehereunder, may be signed electronically by the City in the manner specified by the City. The Parties agree not todeny the legal effect or enforceability of the Agreement solely because it is in electronic form or because anelectronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement inthe form of an electronic record, or a paper copy of an electronic document, or a paper copy of a document bearingan electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in itsoriginal form or is not an original.

Schedule A- Operations GuidePricing contained in Order FormSOW-Implementation Services


Schedule AOperations Guide

I. AUTHORIZED USE

LI. USERS. City authorizes "Users' to access the Subscription Service, each with a unique username andpassword that may not he shared or transferred, and designates to some a named level of access or functionalitydefined by City (a "Rote"). Users with a Role are "Process Users". A Role is not required for Users to: (i) create atask; (ii) check on the status of a task the User created; (iii) shop a service catalog; or (iv) view knowledge articles,reports and other general published information. City shall limit the number of Process Users to the number ordered.

12. SERVERS. City shall limit the number of Discovery Servers and RBA Servers managed throughService/Vow Discovery and Runbook Automation to the number ordered. A "Discovery Server" is a non-virtualmachine configured as a server. An "RBA Server" is a physical or virtual machine configured as a server uponwhich a task is performed as a step in a process or procedure automated by Runbook Automation.

1.3. SAFEGUARDS. City shall be responsible for: (i) protecting User names and passwords and preventing andnotifying ServiceNow of unauthorized use; (ii) all City Data; and (iii) using the Subscription Service lawfully, incompliance with the Agreement and solely for its internal IT service management applications and not otherpurposes. If City exceeds its permitted use of the Subscription Service, it will regain compliance within 30-days by:(i) disabling un-permitted use; (ii) purchasing additional Subscription Service subscriptions; or (iii) taking othersteps reasonably requested by ServiceNow. ServiceNow may review City's use of the Subscription Service, and Cityshall provide other reasonable assistance, to verify City's compliance with the Agreement.

2. SUPPORT GUIDE

2.1. SUPPORT. During the Subscription Term, ServiceNow shall use reasonable efforts to resolve Defects inthe Subscription Service ("Support") for no additional charge for production instances of the current release of theSubscription Service and the two prior releases ("Supported Versions") except for problems known to be resolvedby upgrading. Support does not include: implementation services; configuration services; integration services;custom software development; modifications to the Subscription Service outside the scope of a Defect remedy;training; or assistance with administrative functions or other Services. Prior to submission of any Support request,City is encouraged to consult the official Subscription Service specifications at https://wiki.service-now.com/ or anysuccessor site ("Documentation") to determine if the support issue has been addressed.

2.2. REQUESTS. City may request Support for a problem causing the Subscription Service to not conform tothe Documentation ("Defect") at the online portal https://hi.service-now.corn/ or any successor site. City assigns apriority level, and ServiceNow will respond to the Support request in the time frames below.

The priority level will be assigned by these guidelines: "P1"is a production instance of the Subscription Service notAvailable; "P2" is a non-production instance not Available or a Defect in a critical function of a productioninstance; "P3" is a production instance Defect that is not aPi or P2 request or a Defect in a critical function of anon-production instance; and "P4" is a Defect that is not a P1, P2 or P3 request.

... c. iv-; IC' '::y,..c+,L ;-.. x.r.:..-!rpLr..Production Instance Response Tune k Non_lroduction Instance Response4lirnc

Availability Defect P1

30 minutes per 24 x 7 x 365P22 hours per 24 x 7 x 365

Critical Defect P22 hours per 24 x 7 x 365

P312 hours per 24 x 5, excluding holidays

Non-Critical Defect P312 hours per 24 x 5, excluding holidays

P424 hours per 24x5, excluding holidays

Other P4N/A

P4N/A


2.3. PLANNED DOWNTIME. ServiceNow may perform maintenance during which the Subscription Servicewill be unavailable for up to 2-hours per month ("Planned Downtime"). Whenever possible, ServiceNow will giveat least 5-days notice of Planned Downtime by email to City's email accounts registered in the support portal, and itwill be scheduled as much as practical for City's hon-core business hours. ServiceNow may not be able toaccommodate requests to delay or reschedule Planned Downtime.

2.4. UPGRADES. "Upgrades" are modifications to the Subscription Service for repairs or enhancements andare provided to City at no additional fee during the Subscription Term. ServiceNow determines how and when todeveJop and release any Upgrade. ServiceNow has the discretion to provide new functionality as an Upgrade or asdifferent software or service for a separate fee,

2.5. AVA(LAB[LETY SERVICE LEVEL. If the production instances of the Subscription Service are notAvailable 99.8% of the time in a calendar month, and City is running on a Supported Version, City's sole remedy isto request either a service credit or an extension of the Subscription Term, in each case equal to the dollar value (atCity's subscription rate) of the number of minutes the Subscription Service was not Available in excess of theforegoing percentage. City must request all service credits or extensions in writing to ServiceNow within 30 days ofthe end of such month, identifying the Support requests relating to the unavailability. The credit may be appliedagainst the next Subscription Service invoice. The total amount of service credits or extensions for any month maynot exceed the subscription fee for the affected Subscription Service for the. month, and has no cash value."Available" means that the Subscription Service can be accessed by City via a secure password protected site(s)hosted by ServiceNow on the world wide web except for: (i) Planned Downtime; and (ii) downtime caused bycircumstances beyond ServiceNow's control, including without limitation, City modifications, events of ForceMajeure, general Internet outages, failure of City's infrastructure or connectivity, computer and telecommunicationsfailures and delays not within ServiceNow's control, and network intrusions or denial-of-service attacks, providedServiceNow has implemented commercially reasonable measures to mitigate or prevent such an attack or intrusion.

16. CITY DATA. Following the end of the Subscription Term, City shall have 45-days to request a copy of itsdata submitted by users to the Subscription Service ("City Data") and, if requested, ServiceNow shall usecommercially reasonable efforts to provide a copy of that data within 15 days in a mutually agreed upon,commercially standard format at no cost to City unless it is determined that the data output is not routine in whichcase the parties shalt mutually agree on an SOW for Services. After such 45-day period, ServiceNow shall have noobligation to maintain or provide any City Data and shall thereafter, unless legally prohibited, retain the right todelete all City Data in its systems or otherwise in its possession or under its control.

Professional Services Statement of Work Page 1. version 05242012)

IMPLEMENTATION SERVICES

(Time and Materials)

Customer Name: City & County of Denver

ServiceNow entity: ServiceNow, Inc.Project Name: SN Implementation/Staff Augmentation

THIS STATEMENT OF WORK ("SOW"), EFFECTIVE AS OF THE LAST SIGNATURE DATE NOTED BELOW ("EFFECTIVE

DATE'), SETS FORTH SERVICES TO BE PROVIDEd BVTHE SERVICENOWENTITY("SERVlCENOW")- AND-THE-CUSTOMER ENTITY SET FORTH ABOVE ("CUSTOMER"). BY EXECUTING THIS STATEMENT OF WORK,SERVICENOW AND CUSTOMER ACKNOWLEDGE AND AGREE THAT THE TERMS AND CONDITIONS OF THE MASTER

ORDERING AGREEMENT OR THE LIKE EXECUTED BY THE PARTIES, IF ANY ("AGREEMENT") SHALL GOVERN THE

SERVICES PERFORMED HEREUNDER ("SERVICES"). IN THE EVENT OF ANY CONFLICT, THE TERMS OF THIS SOW

SHALL CONTROL WITH RESPECT TO THE SERVICES SET FORTH HEREIN.

Customer: City & County of Denver ServiceNow entity: ServiceNow, Inc.

By: By:

Name: Name:

Title: Title:

Date: Date:

Page 1 of? ServiceNow Proprietary and Confidential

servcenwwTime and Materials 31D312M8-SOW1

servlcen&w

DOCUMENT INFORMATION

DISTRIBUTION LIST

Page 2 of? ServiceNow Proprietary and Confidential

Time and Materials 30312M8-SOW1

Version Date Author Comments

1.0 10/27/2012 Andrew Wood

2.0 10/29/2012 Chris Terzian Review

Professional Services - Statement ofWork Page 2 (version 05242012)

NAME Role Company Date

servicenwTime and Materials 30312M0-SOW1

ProfessionaL Services Statement of Work Page 3 (version 05242012)

1. IMPLEMENTATION APPROACH

1.1. Implementation

The services set forth in this SOW ('Services" or "Project") will be undertaken by a project team composed ofboth Servicewow and Customer representatives, and managed jointly by project managers from both Customerand ServiceNow (each a "Project Manager"). The composition of the project team will typically change duringthe various stages of the project. Some people may play more than one role during the project ifecycle.

1.2. "Staged" Approach

The implementation methodology includes five Project stages: Plan, Discover, Prepare, Deploy, and Operate asoutlined below. Each stage comprises its own set of unique tasks. Many tasks will be executed in parallel to eachother within a given stage, including those dependent upon another. The stages are further defined below.

Page 3 of 7 serviceNow Proprietary and confidential

Plan Mobilize ServiceNow Project team

Mobilize Customer Project team

Agree on which project control documents that will be used to manage theimplementation (based on ServiceNow templates)

Define Project plan

Plan and conduct Project kick-off workshop

Review Customer processes

Discover Review design and configuration standards

Develop a prototype and define backlog

Prepare Complete core system set-up

Complete required configuration

Deploy Train Customer resources

Conduct production readiness review

Cut over to production

Operate Transition to Customer support

servicenu'wProfessional Services Statement of Work

SCOPE OF IMPLEMENTATION

Customer has asked ServiceNow to provide resources for general consulting/staff augmentation servicesutilizing up to 50 hours for Service Catalog implementation assistance.

ServiceNow Technical Consultants to develop and implement Service Request functionality, including up to fiveinitially identified service requests. ServiceNow will work with the City & County of Denver admins to assist withService Request process development and knowledge transfer.

Note that there are no specifi deliverables associated with this project. Consulting will be provided on a Time

and Materials bais.

PROJECT ASSUMPTIONS

Customer acknowledges that its participation and cooperation is critical for the success of the Project.

3.1. General

Customer will provide the required resources and ensure active participation to ensure the implementationis successful. This will include executive decision maker, project leadership and management, subject matterexperts, and technical resources.Customer is responsible for definition and documentation of the business processes and implementing allbusiness process changes required to support the implementation.Customer is responsible for testing prior to production deployment.Customer is responsible for end user training.It is assumed that the ServiceNow resources will have remote access to the Customer's instances and thatCustomer makes appropriate technologies for remote work available.

3.2. Data & Integrations

The customer will supply all information to be imported in a supported format. ServiceNow will not beresponsible for data modification, cleansing or alteration before, during or after importing data. Supportedformats are listed on the ServiceNow Wiki.Customer is responsible for integration to other systems. ServiceNow will support the integration byproviding experts related to ServiceNow integration technologies.

3.3. Resources

(a) Customer Resources

Project Manager - Customer will provide a project manager who will have overall responsibility for theproject. The Project Manager will meet regularly with the ServiceNow Engagement Manager to reviewprogress and resolve issues.

Technical Resource(s) Customer will supply required technical resource(s) with JavaScript expertise toaccommodate the scope of the implementation and to support the joint configuration. Io support theagreed integrations, Customer will also supply required technical resource(s) with web services and xmlexperience.

Time and Materials 30312MB-SOwlPage 4 (version 05242012)

Page 4 of? serV,ceNOW Proprieta' and Confidential

Page 5 of? ServiceNow Proprietary and confidential

Professional Services Statement of Work Page 5 (version 05242012)

System Administrators Administrator training should be completed by the Customer's assignedresource(s) no later than the beginning of the PREPARE stage. Generally the PREPARE stage begins a week

after the project starts.

Process Owner(s) Customer will provide subject matter experts to be responsible for the correct andcomplete definition of each of the processes implemented within the ServiceNow product.

(b) ServiceNow Resources

Engagement Manager ServiceNow Engagement Manager wilt facilitate project planning, providernplementation expertise, ensure the SOW is being adhered to, allocate appropriate resources fromServiceNow, manage &alations, and act aa singlepointotcontactfor the-durationof-lrnplementation.-_The Engagement Manager will facilitate at minimum a weekly status or update call to ensure the Project isprogressing appropriately.

Technical Consultants ServiceNow will provide Technical Consultant(s) to help with applicationconfiguration and assist with knowledge transfer to Customer Resource(s).

servtcenwrime and Materials 30312M0-SOWI

All reasonable travel, meals, and living expenses for all ServiceNow personnel who travel in support of theProject shill be billable at cost and all such expenses shall be borne solely by Customer, Customer shall pay allamounts within 30 days after date of invoice unless stated otherwise in the applicable Order Form. Customer isresponsible for all applicable taxes, except for taxes due on the net income of ServiceNow. No acceptance shallapply to the services provided under this SOW. Work will be performed during normal business hours (SAM -6PM, Monday through Friday local time).

PageS of 7 ServiceNow Proprietary and confidential

Level of Consultant Hourly Rate (US$) Estimated Effort (Hours) Estimated Subtotal (US$)

Technical Consultant $250.00 50.0 $12,500.00

Estimated Consultant Fees for Project: $12,500.00

servicenøwTime and Materials 30312M5-SOWI

Professional Services Statement of Work Page 6 (versIon 05242012)

4. ESTIMATED NUMBER OF DAYS AND FEES

4.1. Estimated Number of Days

The Services are estimated to require (50) effort hours to be used within 3 months as needed and as available by

the ServiceNow resources.

4.2. Fees

Based on the scope of services and assumptions sit fbi'th above, the Services related to-this Project shall be----- -performed on a time and materials plus expenses as set forth below and in the Order Form. Additional chargesmay apply for scope changes, change requests, delays caused by Customer or third parties contracted byCustomer, or events that ServiceNow has no control over. Such fees will be due and payable as detailed in theaccompanying Order Form. The applicable billing rate for the ServiceNow personnel or consultant shall be atthe rates set forth in the tabLe beLow.

ServiceNow will provide the onsite portion of the Services at Customer's Denver, CO, and such other designatedfacilities as the parties may agree upon in writing.

Page 7 of 7 ServiceNow Proprietary and Confidential

Professional Services - Statement of Work Page 7 (versIon 05242012)

CHANGE REQUESTS

Any requests for services outside of this SOW will be set forth in a Change Order executed by the parties. Tasksnot specifically stated as being performed by ServiceNow in this SOW are outside of the scope of this projectand are not covered under the time and fee estimates of this SOW. Customer and ServiceNow will agree uponchanges prior to execution of additional services or costs outside of this SOW.

SCHEDULING POLICY

ServiceNow requires at least 15 days prior notice to cancel or reschedule Service dates that have beenscheduled by Customer; for scheduled Service days that are canceled or rescheduled by Customer with less than10 business days pior notie, Customer shall be chargedand pay for (a) any travel expenses that cannot be. -canceled or refunded, and (b) the canceled/rescheduled Service days if ServiceNow is not able to reassign thepersonnel to another project. If Customer reschedules a planned Services activity, remote or on-site, with lessthan 10 business days notice, Customer may incur additional consulting time and travel expenses.

GENERAL

ServiceNow personnel will perform the engagement both on-site at Customer and off-site at ServiceNow, doinganalysis and design. ServiceNow shall not be responsible for delays, due to the lack of access, facilities,cooperation or information requested by ServiceNow or changes to the approach or Seivices described in thisSOW.

ServiceNow warrants that the services will be performed in a good and workmanlike manner in accordance withindustry standards; as Customer's sole remedy for breach of the foregoing warranty, ServiceNow shallre-perform the Services to comply with this SOW or, if ServiceNow determines that such cannot beaccomplished through the use of reasonable efforts, refund the fees paid for the affected Services. EXCEPT FORWARRANTIES SET FORTH IN THE AGREEMENT (IF ANY), SERVICENOW MAKES NO OTHER WARRANTIES EXPRESS

OR IMPLIED RELATING TO THE SERVICES INCLUDING BUT NOT LIMITED TO THE WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

ServiceNow is in the business of providing IT service management applications and other applications based offof the ServiceNow platform and consulting services drawing upon the knowledge, understanding and expertiseServiceNow has gained in the course of working with many other customers. Nothing in this SOW or theAgreement shall assign rights in or lithit ServiceNow's use of any know-how or knowledge pertaining to theServiceNow intellectual property rights or technology. ServiceNow shall have a 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 orservices.

IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE OR OTHER LEGAL OR

EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES RELATING TO

THIS SOW. NEITHER PARTY SHALL BE LIABLE FOR ANY AMOUNTS IN EXCESS OF THE FEES DUE UNDER THIS SOW.

servicenøwTin-se and Materials 30312MB-SOW1

servicenøwServiceNow, Inc.4810 Eastgate Mall

San Diego, CA 92121

SübscriptionPthducti

[EnterPrise Edition

Other ServicS ff a pin jand Knowledge

Other. s'ervideT(Professionl)

QuickStart for IPCCServiceNow Tailored Implementation Tailored SoW T&M

voke'SCH&dCilF

ATi

Si

A

A

8 of Instances:Instance Names:

Instance Notification:Data Center:

1 production / 2 nan-productionsdenvergov, denvergovdev, denvergovteSean CurleyUS

Customer: City & County of Denver

Signature:

Name:

Title:

Date:

ORDER FORM

In its

(isàpplicablé)

200

System Admin 3 Days-On-site

(ln'months

36

P?odui&Unit of Measure

A - Days/Hours

Packaged Service

Hours

Confidential

Yes

Signature:

Name:

Title:

Date:

cUstaneçContact

Pricing Exp,roi,on: 12/30/2012

Pa Renoir,d P

Order Nurñber'30312MG-

No

Customer AccoüñtiPáyàbtt

ServiceNow Account Executive:E-mail:

Monty Bobomonty.bobo @servicenow.com

etni'ohtIly)

$ 67.00

product Subtotal:

up to S attendees

1

50

ServiceNow, Inc.

et PriceI (annual)y,

S. 160,800.00

$1995 for each

additional attendee

$ 70,000.00

$ 250.00

Net Price

r482,400;oo

$

'.-'C- sean.cturIeydenverpov.org

9,000.00

iotaI: Price

$ 70,000.00$ 12,500.00

Payment Terms Net 30 Days from Invoice Date

tomer Invoice Adoress: 'n/nvrintcrYnf rc !C ''Name:

Address:Suite:

City:State/Province:

Zip/Postal Code:Country:Website:

City & County of Denver201W. Colfax Ave. Dept. 301

DenverCD

80202United Stateswww.denvergov.org

Name:Title:

Phone:E-mail:

Sean CurleyDeputy CID720-913-4196sean.curleyilsdenvergov.org

Name:Phone:E-mail-

PO44:

Tax IDU:

Accounts Payable / Dept. 908 / David Garcia720-913-8811Accountspayable.helptfldenvergov,org

98-0289D-0000

inual Subscription Fee

aining FeesUpon SignatureUpon Signature

$ 160,8D0.00

$ 9,000.00$ 160,800,00$ 9,000.00

Irvices Upon Signature $ 82,500.00 $ 82,500.00snual Subscription Fee November 30, 2013 $ 160,800.00 $ 160,800.00

inual Subscription Fee November 30, 2014 $ 160,800.OD $ 160,800.00

$ 573,900.00 $ - $ 573,900.00

Reference Contract #(s): 30312MG

Tax exempt?Reference Statement of Work U(s): 30312MG - 50W1

monthsContract Term: 36December 91, 2012December 30, 2015

USD

Start Date:End Date:Currency:

Other Services Subtotal: $ 91,500.00Pre-tax Total: $ 573,900.00

Estimoted TQXCS: $Grand Total: I $

raddTotaloIcDté mount

Nov 14, 2012

Re: ServiceNow, Inc.

To whom it may concern:

Enclosed is a certificate of insurance, as requested. If you have questions or require changes,please contact our office via email (certificates©cavignac.com) or fax (61 9-234-'l 239). Pleaseinclude a copy of the certificate with your request or reference ID number 203173.

Sincerely,-

Cavignac & Associates Certificate Departmentcertificates©cavignac.com619-234-1239 (fax)

cc: Matthew Kelly (matthew.kelly©service-now.com)

ServiceNow, Inc. - Certificate of insurance

CAVIGNAC ASSOCIATESINSURANCE BROKERS

License No. 0A99520450 B Street, Suite 1800 San Diego! CA 92101-8005

Tel. 519.2346848 Fax 619.234.1239 Web ww.cavignac.corn

City and County of DenverDepartment of Public WorksATIN: Steven Hahn201 West Colfax, Dept. #611Denver, CA, 80202

Page I of 2

COVERAGES

ACORD 25(2009/09)

CERTIFICATE NUMBER: 203173 REVISION NUMBER:

© 19S8-2009 ACORD CORPORATION. All rights reserved.The ACORD name and logo are registered marks of ACORD

EXIGIS -CAVIGNAC & ASSOCIATES 203173 PageS of 2

CR!CRItAEO IBLT NUAC AEMIDYY)1/421

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C ity and County of DenverDepartment of Public Works SHOULD ANY OF THE ABOVE DESCRiBED POLICIES BE CANCELLED BEFORE

201 West Colt ax, Dept - /4611 ThE EXPIRATION OME THEREOF, NOTICE WILL BE DELIVERED INDenver, CA 80202 ACCORDANCE WITH THE POLICY PROVISIONS.

United StatesAUTHORIZED REPRESENTATIVE

Scott Bedingtield 44011'-a,,

I

CERTIPICATE HOLDER CANCELLATION

Contract Control Number: TECHS-201 208650-00

Contractor Name: SERVICENOW INC

IN WITNESS WHEREOF, the parties have set their hands and affixed their seals atDenver, Colorado as of December 10, 2012.

SEAL

ATTEST:

Jud'Guzman, Deputy-Clerk &Recorder

APPROVED AS TO FORM: REGISTERED AND COUNTERSIGNED:

rcA/-I

DOUGLAS J. FRIEDNASH, Attorneyfor the City and County of Denver

By '3IC9 44-----Steven .1. Hahn, Assistant CityAttorney

CITY AND COUNTY OF DENVER

Mayoricha

By

ByCary Kennedy, ManthgeriofRevenue/Chief Financial Officer

lii 111111111111111 IIIIIllhIIIIIIIIIIIIIIIIIIHhIIII!IIIII! II fl


MASTER AGREEMENT

THIS AGREEMENT is by and between the CITY AND COUNTY OF DENVEU, a municipalcorporation of the Stale of Colorado (tile 'City') and SERVICENOW, INC., a Delaware Corporation, whoseaddress is 4810 EastgateMall, San Diego, California 92121 ("ServiceNow"). The"Effcctive Date" shall be the datethe.Agreement is fully executed.

'this Agreement contains the terms and conditions applicable to City's purchase and use of ServiceNow'ssubscription service(s) and professional services.

I) Scli&uk'A -- Operations Guide

This Agreement, together with the allached Schedule is the entire agreement of the parties retarding the subjectmatte, of this Agroemont, anti supersedes all prior or contemporaneous oral or written agreements, representationsand negotiations, including, but not limited to, any terms coiitai ned in City's purchase order.

Provision of the Services: ServiceNow will make the following services available to City, subjectto the terms and conditions of this Agreenient and eabh mutually acceptable written ordering document signed byboth City and ServiceNow (each, an "On/er Fo,vi"): (a) use of the ServiceNow subscription selvice(s) as specifiediii an Oider Form and described in ServiceNow's Qpe;aiions Guide which is incorporated herein by this reference(the "Suliscription Service"); and (b) professional services from ServiceNow as indicated on an Order FormC'Professional Services").

Ordering:

SUBSCR1PTJON SERVJUE. An Oi'der Form for use of a Subscription Service shallspeci' the term of authorized use of.the Subscription Service (the "Subscription Teim"),the fees and other charges for use of the Subscription Service, any special payment ternis,and the numbers, types and identifiers olpermitted Users (as defined in Section ,i of theOperations Guide), servers and locations through which Citi is permitted to use theSubscription Service. City may not use or otherwise access'the Subscription Service in amanner that exceeds City's authorized use. Unless otherwise expressly provided in theapplicable Oider Form, the Subscription Service is for City's internal business purposesonly.

PROFESSIONAL SERVICE. An Order Form for Professional Services shall speci'ServiceNow packagcd professional services (each offering, a 'Packaged Service'),which do not require a signed statement of work and are as descri bud under the 'lame' ofsuch Professional Service offering at www.service-now.cnm/schedulcs.do, or otherProfessional Services, described in one or more written statements of work ("SOW')signed by ServiceNow and City or attached hereto.

'3, flBM: This Agreement commences on the Effective Date and continues until the Usersubscriptions granted in accordance with this Agreement have expired or been terminated. User subscriptionscommence on the start date specified in the applicable Order Form and continue for the Subscription Term detailedtherein. The initial Subscription Term is from December IS, 2012 through December 15, 2015.

4. COMPENSATION AND PAYMENT:

A. PAYkNT TERMS. Except as expressly set forth in the applicable Order Form (a)Subscription Service fees are invoiced annually in advance; (b) Professional Services fees are invoiced on a time andmaterials basis monthly in arrears (including reasonable travel expenses agreed upon in advance in writing by theCity or as otherwise agreed in an applicable SOW); (c) City shall pay each uncontested iavoice in fill within thirty.five (35) days after the date of invoice in U.S. dollars; and (d) if City specifies in an Order Form that it is issuing a

Iii ill U 111111111 IIlIHhIIIIIUhlItIIiIII1IIIIIIIlIII III III


purchase order for such Order Form, then ServiceNow shah reference the applicable City purchase order number onits invoices (solely for administrative convenience) so long as City provides the purchase order number toServiceNow at least five (5) business days prior to the date of the applicable ServiceNow invoice. If City isdelinquent in payment of amounts for the Subscription Service owed hereunder, ServiceNow may give notice toCity of such delinquency and, iii such case, City will have thirty (30) days from the date of ServceNow's writtennotice to cure the delinquency If City fails to cure the delinquency, ServiceNow amy, n addition to its other tightsand remedies provided hereunder or at law, suspend the affected Subscription Service. Notwithstanding theforegoing, payment of all uncontested amounts d Ire hereunder shall bc made in accordance with (he City's PromptPayment Ordinance.

B. Ma xirnu iii Contract fAn bility:

(i) Any other provision of this Agreement notwithstanding, in no eventshall the City be liable for payment for Professional Services rendered and expenses incurred by ServiceNow for anyamount in excess of the sum of FIVE FIIINDRED SEVENTY THREE THOUSAND NINE I4UNDREDDOLLARS (5S73,900M0). Servicet'ow acknowledges that any Professional Services performed by ScrviceNowbeyond that specifically authorized by the City is performed at ServiceNow's risk and withottt authorization underthis Agreement,

(H) It is understood and agreed that any payment obligation of the Cityherettnder, whether director contingent, shall extetid only to fUnds appropriated by the Denver City Couitcil Thrthepurpose of this Agreemetit, encumbered for tire purpose of the Agreementand paid into the Treasury of the City.ServiceNow acknowledges that (a) the City does not by this Agreement, irrevocably pledge present cash reserves forpayments in future f,scal years, and (b) this Agreement is not intended to create a multiple-fiscal year direct orindirect debt or financial obligation of the City; provided however, that failure to timely pay any invoice due underthis Agreement shall be considered a material br-each pennittiiig SeiviceNow to immediately terminate theAgreement in accordance with Section 7 below without further obligation, except for the return of any unusedprorated, pi-epaid annual fees covering the remaining portion of the Subscription Term.

5. STATUS OF SERVICENOW: It is understood and agreed that the staRts of ServiceNow shallhe that of an independent contractor and it is not intended, nor shall it be construed, that ServiceNow or itsemployees at-c employees or officers of the City under Chapter 18 of the Denver Revised Mu ucipal Code or for anypill-pose whatsoever.

6, GRANT OF USE RIGHTS; OWNERSHIP; CITY RESTRICTIONSA. GRANT OF USE RIGHTS. Solely as contemplated by this Agreenieot and the applicable Qider Front:

(a) ServiceNow hereby grants to City a non-exclusive, non-transferable, worldwide right during the SubscriptionTerm to access and use a Subscription Service and the manuals and user documentation relating to the operation andrise of a Subscription Service that are provided by Service-Now to City under the Agreement, as reasonably updatedby ServiceNow from time to time (the "Documentation"); and (b) City hereby grants ServiceNowa non-exclusive,rton-tr-nnsfefahle, worldwide right to use the electronic data specifically pertaining to City and/or its Users that isprocessed using the Subscription Service (collectively "cit' Data") as necessary strictly for the limited purpose ofproviding the Subscription Service to City.

B- SOFTWARE. ServiceNow may provide Set'viceNow software products ("Software") for use inconnection with the Subscription Service. Any Software is licensed and not sold, and ScrviceNow grants City alimited, personal, worldwide, non-sublicensable, non-transferable, non-exclusive license to install ond execute theSoftware on tnachines operated by or for City solely to permit City to use the Subscription Service during theSubscription Term in accordance with the terms and conditions of this Agreement. The Subscription Service,Software or Deliverables may be rendered using or may include third-patty software that is licensed to Sei-viccNowpursuant to third part)' license agreements, including open source licenses, ServiceNow warrants that ithas theright, pitrsitant to such tIn rd-party license agreements, to grant the I cerise to City set forth in this Sect on 6 and thatCity's use of a Subscription Service (including the Softtvatc) as permitted ttnder this Agreement will not obligateCity to distribute, disclose, or license ally of City's own proprietary software on an open source basis.

11111111111 1111111111111111111111111111111111111111111 I 111111111


OWNERSI-HP, As between ServiceNow and City, all rights, title, and interest in and to all intellectualproperty rights in the Subscription Service, Software, Documentation and/or ServiceNow Core Technology (asdefined below) are owned excl'ssively by ServiceNow. Except as expressly provided in this Agreement, ServiceNowdoes not giant City (and expressly reserves) any rights, express or implied, or ownership in the Subscription Service,Software, Documentation, and/or ServiceNow Core Technology. ServiceNow shall have a royalty-free, worldwide,non-exclusive, transferable, sub-licensable, irrevocable, perpetual tight to use or incorporate into the SubscriptionService, Software, Documentation, and/or SorviceNow Core Technology, any suggestions, enhancements,recommendations or other feedback provided by City relating tu the Subscription Service, Software, Documentation,and/or ServiceNow Core Technology.

RESTRICTIONS. City shall not (and shall not permit others to): (i) licenso, sub-license, sell, re-sell,rent, lease, transfer, distribute, or time share the Subscription Service, Software or Documentation or snake itavailable for access by third parties, such as for example in the manner of a service bureau or hosted application; (U)create derivative works based nti or otherwise modi' the Subscription Service, Software or Documentation; (iii).disassemble, reverse engineer or decompile the Subscription Service or Software; (iv) access the SubscriptionService, Software or Documentation in order to develop a competing product or service; (v) use the SubscriptionService to manage IT resources as a service for others; (vi) use or send virttses or other hai-taftd computer code; (vii)interfere with the integrity of the Subscription Service or its data; or (viii) remove or modi an copyright or otherproprietary tights notice on or in the Service Now intellectual property; or (ix) use or distribute material protected bycopyright or other intellectual property right (including the right of publicity and/or privacy) without first obtainingthe permission of the owner.

DELTVERABLES. Subject to the provisions of this Section 6, ServiceNow shall assign to City anyNewly Created W (defined below) in Deliverables upon payment in full by City of all amounts due for theProfessional Service under which the Deliverable was created. A DeIit'e,'ahle" is a deliverable that is identified inthe applicable SOW and that is created by ServiceNow far City in the perfotmance of the Professional Services."Neiv/y created iF' means intellectual property in any inventions or works of authorship that are made byServiceNow for City in the course of performing Professional Services for the City, other than ServiceNow CoreTechnology. Sei'viceNoit' Co,'e Technology" means: (a) ServiceNow technology, methodologies and intellectualproperty (including, without limitation, product(s), software tools, hardware designs, algorithms, templates, software(in source and object forms), architecture, class libraries, objects and documentation (both printed and electronic))existing at the Effective Date of this Agreement or otherwise arising in whole or in part outside of work under aProfessional Service for City; (b) any derivatives, improvements, enhancements or extensions of the foregoingconceived, whether or not reduced to practice, or developed during the term of this Agreement or in performance dfProfessional Service, as applicable; and (c) any intellectual property anywhere in the world relating to any of theforegoing. To the extent (if at all) any ScrviceNow Core Technology is incorporated into a Deliverable, ServiceNowgrants to City a non-exclusive, royalty-ft-ee, non-transferable, non-subliccnsablc worldwide license to ttse theServiceNow Core Technology solely to use the Deliverable in connection with the Subscription Service ascontemplated tinder this Agreement during the Subscription Term. Nothing in this Agreement shall be deemed torestrict or limit ServiceNow's right to perform sinnlar Professional Services for any other party or to assign anyemployees or subcontractors to perform similar Professional Services for any other party.

7. TERMINATION:

A. Each party may terminate this Agreement in its entirety either (i) upon thirty days' pliornotice to the other party, ifat the time such notice is served there are no Order Forms in effect; or (ii) upon noticeifthe other parry becomes the sstbjoct of a petition in bankruptcy or any proceeding related to its insolvency,receivership, liquidation in any jurisdiction that is not dismissed within sixty (60) days of its commencement or anassignment for the benefit of creditors. Either party may terniinate a Subscription Service or Professional Serviceseffective immediately upon written notice if the other' party materially breaches a material obligation under tlusAgreement or the applicable Order From for the affected service and does not cure the breach within thirty (30) daysafter receiving written notice thereof from the non-breaching party, Professional Services are separately orderedfrom the Subscription Service, and are not required for the Subscription Service, A breach by a patty of itsobligations with respect to Professional Services shall not by itself constitute a breach by that party of its obligationswith respect to the Subscription Service eve!) if the services are enumerated in the same Order Form.

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B. EFFECT OF TERMINATION OF SERVICE. Upon expiration or other termination ofthe Subscription Service or Professional Services for any reason, CIty shall immediately slop using, and ServiceNowshall immediately stop providing, that service. (a) If a service is terminated by City for cause, thea ServiceNowshall refund to City, within thirty (30) days after the effective date of such termination, all prepaid fees for thatportion of the terminated service that was not render-ed after the date of terniinalion. (b) If the Suhseription Serviceis terminated by ServiceNow for non-payment, then City shall pay to ServiccNow, within thirty (30) days after theeffective date of such termination, fees for the Subscription Service that would have been payable for the i-euiaindeiof the Subscription Term after the effective date of such termination. (c) Upon expiration or other termination of theSubscriptioa Service for any reason, City shall request the return of City Data in accordance to the OperationsGuide.

EXAMINATION OF' RECORDS: Upon written notification, ServiceNow agrees that within 10business days of such notification, any duly authorized representative of the City, including the City Auditor shall,have access to and th right to examine any books, documents, papers and records relating to Professional Services.Any audits will be conducted during normal business hours in such a manner as to not unreasonably interfere withthe normal business operations of the party being audited.

WI-lEN RIGHTS AND REMEDIES NOT WAIVED: In no event shall any action by eitherParty hereunder constitute or be construed to be a waiver by the other Party of any breach of covenant or defaultwhich may then exist on the part of the Party alleged lo be in breach, and the non-breaching Party's action orinaction when any such breach or default shall exist shall not impair or prejudice any right or remedy available tothat Party with respect to such breach or default; and no assent, expressed or implied, to any breach of any one ormore covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of ally otherbreach.

INSURANCE:

A. General Conditions: ServiceNow agrees to secure, at or before the time ofexecution of this Agreement, the following insurance covering all operations, goods or services provided pursuant tothis Agreement. ServiceNow shall keep tile required instuallce coverage in force at all times dtiring the term of theAgreement, or any extension thereof, during any warranty petiod, and for three (3) years after termination of theAgreement. The required insurance shall be underwritten by an insurer licensed or authorized to do business inColorado and rated by AM. Best Company as "A-"VIH or better. ServiceNow shall provide written notice ofcancellation of coverage to the address above by certified mail, return receipt requested. If any policy is in excess ofa deductible or self-insured retention, tile City mtrst be notified by ServiceNow. ServiceNow shall be responsiblefor the payment of an)' deductible or self-insured retention. The insurance coverages specified in this Agreement aretile tninurntuu requirements, and these requirements do nor lessen or limit the liability of ServiceNow. ServiceNowshall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to coverits obLigations and liabilities under this Agreement.

13, Proof of Insurance: ServiceNow shall provide a copy of this Agreement to its insuranceagent or broker, ServiseNow may not cornrneirce services or work relating to the Agreement prior to placement ofcoverage. ServiccNow certifies that the certificate of insurance attached as Exhibit B preferably an ACORDcertificate, complies with all insurance requirements of tills Agreement, Tile City requests that the City's contractnumber be referenced on the Certificate, The City's acceptance of a certificate of irlsurance or other proof ofinsurance that does not comply with all insurance requirements set forth in this Section IC shall not act as a waiverof ServiceNow's breach of this Section 10 or of any of the City's rights or remedies -under tins Section 10. TheCity's Risk Management Office may require additional proof of irlurance, including but not limited to policies andendorse inents.

C. Additiwial litsureds For Commercial General Liability, ServiceNow shall name;theCity and County of Denver, its elected and appointed officials, employees and volunteer-s as additional insured.

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IJ. Waiver of Subrogation: For oil coverages, excluding Errors and Omissions,ServiceNow's insurer shall waive subrogation rights against the City.

IL. Subcontractors and Sub-consultants: All subcontraclors and sub-consultants shall besubject to alt of the requirements herein and shall procure and maintain the same coverages required of theContractor. If such coverage is not procured, coverage will be afforded under ServiceNow's policies.

F. Workers' Cornpensarionljimployer's Liability Insurance: ServiceNow shall maintainthe coverage as required by statute for each work location anti shall maintain Employer's Liability insurance withlimits of $100,000 per occunence for each bodily injury claim, $100,000 per occunence for each bodily injurycaused by disease claim, and $500,000 aggregate for all bodily injuries caused by disease claims. ServieeNowexpressly represents to the City, as a matcrial representation upon which the City is relying in entering into thisAgreement that none of ServiceNow's officers or eniftloyees who may be eligible under any statute or law 9 i'ejectWorkers' Compensation Insurance shall effect such ejection during any part of the term of this Agreement, and th1any such rejections previously effected, have been revoked as of the date ServiceNow executes this Agreemeift.

G. Commercial General Liability: ServiceNow shall nmintain a Commercial GeneralLiability insurance policy with limits oI$l,000,000 for each occurrence, $l,000,000 for each.personal, advertisinginjury claim, products and completed operations, and $2,000,000 policy aggregate.

El. Business Automobile Liability: ServiceNow shall maintain Businss AutomobileLiability with limits of $1,000,000 combined single limit applicable to all hired and non-owned vehicles used inperforming Professional Services under this Agreement

Technology Errors & Omissions includhao CyberLiability; ServiceNow shallmaintain Technology ElTors and Omissions insurance coverAge for liabilities arising out of ServiceNow's acts, errors,or omissions while performing or failing to perform its Professional Services provided tinder this Agreement with limitsof$l 000,000 per occunenoe and $1,000,000 policy aggregote.

Additional Provisions:

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(a) For Commercial General Liability acid Excess Liability, the policies mustprovide the following:

(0 That this Agreement is act Insured Contract tinder the policy;Defense costs in excess of policy limits;A severability of interests, separation of insuieds or cross liability

provision; andA provision that coverage is primary and aoa-contributory with oilier

coverage or elf-insurance maintained by the City.

(b) For claims-made coverage:(i) The retroactive date must be on or before the contract date or the firstdate when any goods or services were provided to the City, whichever is earlier

H. REPRESENTATiON AND WARRANTY; ServiceNow repcsents and warrants that:

All Professional Services will be performed by qualified personnel in a professional andworkmanlike manner, consistent with industry standards;

All professional Services will conform to the specifications in the applicable SOW.

City's exclusive remedy for breach of the Foregoing warranties is to notify ServiceNowof the breach within forty-five (45) days after performance of the non-conforming

A. ServiceNow hereby agrees to defend, indemnify, and hold harmless City, its appointedand elected officials, agents and employees against all third patty claims, judgments, suits or demands for damagesto persons or tangible personal property arising out of, resulting from, or relating to the Services performed underthis Agreement to the extent caused by the negligence or intentional misconduct of ServiceNow ("Claims") unlessand uhtil such Claims have been specifically determined by the trier of fact to be due to the sole negligence orwillful misconduct of the City.

8. ServiceNow's duty to defend and indemai' City shall arise at the time written notice ofthe Claim is first provided to City regardless of whether Claimant has filed suit on the Claim. ServiceNow's duty todefend and indemnil' City shall arise eve!) if City is the only party sued by claimant.

ServiceNow will defead any and all Claims which may be brought or threatened againstCity and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited, to,court costs and atlorney fees incurred in defending and investigating such Claims.

Insurance coverage requirements specified in this Agreement shall in no way lessen orlimit the liability of the ServiceNow under the terms of this indemnification obligation. The ServiceNow shallobtain, at its own expense, any additional insurance that it deems necessary for theCity's protection.

This defenseand indemnification obligation shall survive the expiration or termination ofthis Agreement.

'I'o the extent ServiceNow is providing Software to the City, ServiceNow will, atServiceNow's expense, indemnify, defend and hold harmless the City, its officers, agents and employees from andagainst any cost, expense or liability (including but not limited to attorney's fees and awarded damages) arising outofa third party claim that the Software or its use by the City, infringe, violate or misappropriate a valid and issuedpatent, copyright, trademark or trade sccrel of any third party. The City will promptly ndtify ServiceNow in writingof any claim and cooperatc with Sem-viceNow and its legal counsel irs the defense thereof. In addition to itsindemnification obligations, ServiceNnw nsny in its discretion (i) contest, (ii) settle, (iii) procure for the City theright to continue using the Software, or (iv) modify or replace the infringing Software so that it no longer infringes,as long as the functionality and performance are not degraded as reasonably determined by the City. The City mayparticipate in the defense of such action at its own expense. If ServiceNow concludes in its reasonable judgment


Professional Services, Upon receipt of such notice, ServiceNow, at its option, shall eitheruse commercially reasonable efforts to rc-perforrn the Professional Services in

conformance with these warranty req nirernents or shall terminate the affectedProfcssional Services and refund to City within thirty (30) days thereafler any prcpaidamounts for non-conforming Professional Services. This Section I sets forth City'sexclusive rights and remedies (arid ServiceNow's sole liahility) in connection with theperformance of Professional Services.

U. DiSCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTIES EXPRESSLYSTATED IN THIS AGREEMENT, THE SERVICES PROVIDED HEREUNDER ANDANY ACCOMPANYING SOFTWARE OR DELIVERABLE ARE PROVIDED "AS.IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY lUND AND, TOTHE MAXiMUM EXTENT ALLOWED BY LAW, SERV10ENOW DISCLAIMS ALLWARRANTIES OF ANY KIND INCLUDING WARRANTIES ARISING UNDERSTATUTE, WARRANTIES OF MERCHANTABILITY, ACCURACY, QUIETENJOYMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR ANYWARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING ORCOURSE OF PERFORMANCE, WITHOUT LIMITING THE GENERALITY OF THEFOREGOING, SERVICENOW SPECIFICALLY DOES NOT WARRANT TI-IAT TI-TBSERVICES OR DELIVERABLES WILL MEET THE REQUIREMENTS OF CITY OROTHERS OR THAT THEY WILL BE ACCURATE OR OPERATE WITHOUtINTERRUPTION OR ERROR.

12. DEFENSE AND iNDEMNIFICATION:

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Contract Number: 30312Mb

that none of the foregoing options are commercially reasonable, then ServiceNow will refund any prepaidSubscription fees covering the remaining portion of the applicable Subscription Term. Notwithstanding the above,ServiceNow shall have no liability for any Claim arising in whole or in part from: (i) any use of the Software whichexceeds the authorized use in the Order Form; (ii) the City Data; (iii) use of the Software by City in violation ofapplicable law; (iv) use of the affected Software after termination; (v) modifications to the Software by any personother than ServiceNow or a person acting at ServiceNow's direction; or (vi) nseof the Software in combinatioh withany software, application or service mode or provided other than by ServiceNow.

0. PROCESS. All of the foregoing indemnity obligations of ServiceNow are conditioned on theindenini fled party noti 'i ng the indemn i'i ng party promptly in writing of any actual or threatened Claim, theindemniflod patty giving the indemnifying party sole control of the defense thereof and any related settlementnegotiations, and the indemnified party cooperating and, at the indemnifying party's request and expense, assistingin such defense. SECTION 12 STATES EACH PARTY'S ENTIRE LIABILITY AND THE OTHER PARTY'SEXCLUSIVE REMEDY FOR Tr-ImD PARTY CLAIMS AND ACTIONS.

13. LIMITATIONS OF LIABILITY.AND DAMAGES

LIMITATIONS OF LIABILITY. THE TOTAL, CUMULATIVE LIABILITY OF SERViCE-NOWARISING OUT OF OUR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDEDHEREUNDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), ORANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMTTED TO THREE TIMES (3X)THE TOTAL AMOUNTS PAID DURiNG THE TWELVE (12) MONTH PERIOD PRECEDINGTHE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONECLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMITATION OF LIABILITYSHALL NOT APPLY TO: (I) BODILY INJURY OR DEATH; (2) INFRINGEMENT BY A PARTYOF TI-IF OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; (3) SERVICENOW'SINDEMNIFICATION OBLIGATION UNDER SECTION 12(F); AND (4) CUSTOMERSOBLIGATION TO PAY AMOUNTS OWED FOR SERVICES PROVIDED HEREUNDER.

EXCLUSION OP DAMAGES. TO THE EXTENT PERMIt lED BY LAW, NEITI-IERSERVICENOW NOR CUSTOMER SHALL BE LIABLE TO TI-TB OTHER OR ANY TI-IIRDPARTY FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF USE ORDATA, COSTS OF COVER, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIALOR EXEMPLARY DAMAGES (INCLUDING DAMAGE T BUSINESS, REPUTATION ORGOODWILL), OR INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED, WHETHER BYBREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHERLEGAL OR EQUITABLE CAUSE OF ACTION, OR FOR ANY MATTER BEYONDSERVICENOW'S OR ITS SUPPLIERS' REASONABLE CONTROL. TI-rn FOREGOiNGEXCLUSIONS SHALL NOT APPLY TO: (I) BODILY INJURY OR DEATH; AND (2)INFRINGEMENT BY A PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTYRIGHTS,

14. COLORADO GOVERNMENTAL iMMUNITY ACT: The parties hereto understand and agree thatthe City is relying upon, and has not waived, the monetary limitations and all other rights, immunities and protectionprovided by the Colorado Governmental Act, 2410-101, et seq., CR5. (2003),

15. TAXES, CIIARCES ANt) PENAL'lIES: The City shall not be liable for the payment of taxes,Iote charges or penalties of any nature other than the compensation stated herein, except for any additional amountswhich the City may be required topay under D,R.M.C. § 20-107 to § 20-ItS. Notwithstandingthe foregoing, if anytaxes are imposed on City's use of the Subscription Service or Professional Services, City agrees to bear all sudhtaxes, excluding taxes on ServiceNow's income. Tax-exempt customers must provide a ceitificate of exemptionprior to executing the Order Fonii.

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ASSIGNMENT; Neither party shall assign or transfer its rights hereunder witlioutfirst obtainingthe written consent of the other party. Any attempts by either party to assign or transfer its rights hereunder withoutsuch prior written consent of the other p arty shall, at the option of said party, automatically term i irate thisAgreement and all rights hereunder. Such consent nitty be granted or denied at the sole and absolute discretion ofsaid party. A change in control of ServiceNow, including without limitation through merger, sate, acquisition ordi yes titure, sI ml I not constitute an assign iii cot Ii ere: In des,

NO THIRD I'ARTY BENEFICIARY: it is expressly understood and agreed that enforcementoil lie terms arid conditions of this Agreenteni, and at I rights of act ion elating to such err forcenrent, shall be strictlyreserved to the City and ServiceNow, and nothing contained iii this Agreement shall give or allow any such claim orright of action by any other or third person on such Agreements. It is the express intention of the City andServiceNow that any person other than the City or ServiceNow receiving services or benefits under this Agreementshall be deemed to be an incidental beneficiary only.

IS. NO AUTHOIUTY TO BIND CITY TO CONTRACTS: ServiceNow has no authority to'bindthe City on any contractual snaters. Final approval of alt contractual matters which obligate the City must be by theCity, as required by Charter and ordinance.

19. AGREEMENT AS COMPLETE INTEGRATION-AMENDMENTS: This Agreement,including any exhibit or Schedule attached hereto (each of which is specifically incorporated 'herein) is intended asthe complete integration of all understandings between the parties. No prior contemporaneous or subsequentaddition, deletion, or other amendment hereto shall have any force or effect unless embodied herdin in writing,'andexecuted in the same manner as this Agreement. City acknowledges thot it has riot relied.on any staten-sent, promiseor representation made or given by or on behalf of ServiceNow which is not set out in this Agreement, or theapplicable Order Form. City's orders are not contingent on, nnd City has not relied on, the delivery of any futurefunctionality rcgat-dless of any verbal or written conismunication about ServicèNow's future plans.

20. SEVERABILITY: The parties agree that if any provision of this Agreement or any portionthereof is held to he invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity of theremaining portions or provisions shall not be affected.

21. CONFLICT OF INTEREST:

The parties agree that no employee of the City shall have any personal or beneficialinterest whatsoever in the services or property described herein; arid ServiceNow further agrees not 'to hue orcontract for services any employee or officer of the City which would be in violation of the Denver RevisedMunicipal Code, Chapter 2, Article iv, Code ofEthics, orDenverCity Charter § 1.2,8, 1.2.9, and 1.2.12

ServiceNow represents that rio officer or employee of ServiceNow is an officer orentployee of City. In the event such a conflict exists ServiccNow shall have thirty (30) days after the notice isreceived to eliminate or cure tIne conflict of interest in a manner which is acceptable to the City.

22. NOTICES: All notices required by the terms of the Agreement must be hand delivered, sent byovernight courier servke, mailed by certified orail, return receipt requested, or mailed via United States mail, postageprepaid, if to Sen-viccNow at the address first above written with copies to legalnoiicesservicenow.com Attn:General Coirnsel, and ifto the City at:

Chief Information Officer or Designee201 West Colfax Avenue, Dept. 301Denver, Colorado 80202

With a copy of any such notice to:

Denver City Attorney's Office1437 Bonnock St., Room 353Denver, Colorado 80202

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Notices hand delivered or sent by overnight courier are effective upon delivery. Notices sent by certified mail areeffective upon receipt. Notices sent by nail are effective upon deposit with the U.S. Postal Service. The parties maydesignate substitute addresses where or persons to whom notices are to be mailed or delivered. However, thesesubstitutions will not become effective tnrdl oct ual receipt of written notification.

DISPUTES: All disputes of whatever nature between the City arid ServiceNow regarding thisAgreement shall be resolved by administrative hearings pursuant to the procedure established by Denver RevisedMunicipal Code, § 56-106(b), et seq. For the purposes of that procedure, the City official rendering a finaldetermination shall be the City representative identified in Paragraph I hereof.

GOVERNING LAWS VENUE: This Agreement shall be construed andenforced iii accordanceitli the lows of the State of Colorado, the Charter and Revised Manicipal Code of the City and County of Denver,

and the ord inances, regulations and Executive Orders enacted and/or promulgated pursuant thereto, including anyamendments. The Charter and Revised Municipal Code of the City and Cottnty of Denver, as lhe satne may beamended from time to time, are hereby expressly incorporated into this Agreement as if fully set out herein by thireference. Venue for any legal action relating to (Iris Agmcnient shall lie in the District Court in nnd for the City andCounty of Denver.

NO DISCRIMINATION IN EMPLOYMENT: In connection with the performance of workunder this Agreement, ServiceNow agrees not to refuse to hire, discharge, promote or demote, or to discriminate inmatters of compensation against any person otherwise qualified, solely because of race, color, religion, nationdlorigin, gender, age, military status, sexual orientation, marital status, or physical or mental disability; andServiceNow further agrees to insert the foregoing provision in alhsuhcontracts hereunder.

26 USE, POSSESSION OR SALE OF ALCOHOL OR DRUGS: While present on City propertyfor purposes of this Agreement ServiceNow shall cooperate and comply with the provisions of Executive Order 94and its Attachment A thereto concerning the use, possession or sale of alcohol or drtrgs. Violation of theseprovisions or reibsal to cooperate with implementation of the policy can result in the City barring ServiceNow fromCity facilities or participating in City operations.

27. CONFIDENTIAL INFORMATION; OPEN RECORDS:

City lnfortnntion: ServiceNow acknowledges and accepts that, iii performance of allProfessional Services under the terms of this Agreement, ServiceNow may have access to Proprietary Data orconfidential information that may be owned or controlled by the City, and that the disclosure of such ProprietaryData or information may be damaging to the City or third parties. ServiceNow agrees that all Proprietary Data,confidential information or any other data or infonnation provided or otherWise disclosed by the City to ServiceNowshall be held in confidence and used only in the performance of its obligations under this Agreement. ServiceNowshall exercise the same standard of care to protect sttch Proprietary Data oad information as a reasonably prudentcontractor would to protect its own proprietary or confidential data. "Proprietary Data" shall mean any materials orinformation which racy he designated oi marked ''Proprietaty" or 'Confidential", or which would not be documentssubject to disclosure pursuant to the Colorado Open Records Act or City ordinance, and provided or made avoilableto ServiceNow by (lie City. Such Proprietary Data many be in hardcopy, printed, digital or electronic format,

Use and Protection of Proprietary Data a" Confidential Information:

(i) Except as expressly provided by the terms of this Agreement, ServiceNowagrees that it shall not disseminate, transmit, license, sublicense, assign, lease, release, publish, post on the internet,transfer, sell, permit access to distribute, allow interactive rights to, or otherwise make available any ProprietaryData or confidential information or any part thereof to any other person, party or entity in any form of niedia for anypurpose other than to exercise its rights and to perform its obligations under this Agreement. ServiceNow furtheracknowledges that by providing data, Proprietary Data or confidential information, the City is not granting toServiceNow any right or license to use such data except as provided in this Agreement. ServiceNow further agreesnot to disclose or distribute to any other party, in whole or in part, the data, Proprietary Data or confidentialinformation without written authorization Thorn tire Manager arid will immediately notify the City if any informationof the City is requested from the ServiceNow from a third party.

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ServiceNow agrees, with respect to the Proprietary Data and confidentialinformation, that: (I) ServiceNow shall not copy, recreae, reverse engineer or decompile such data, in whole or inpart, unless authorized in writing by die Murrager; (2) ServiceNow shall retain no copies, recreations compilations,or decompi lations, in whole or in part, of such data; and (3) ServiceNo w shalt, upon the expiration or earl jet'tenuination of the Agreement, destroy (and, in writing, certi& destruction) or return all such data or work productsincorporating such data or i nfonnation to the City.

ServiceNow shall develop, implement, maintain and use appropriateadministrative, technical and physical security measures to preserve the confidentiality, integrity and availability ofall City Data. This includes industry accepted firewalls, up-to-dnte anti-virus software, controlled access to thephysical location of the hardware itself

Employees arid Sub-Contractor: ServiceNow will inform its employees and officers ofthe obligations under this Agreement, and all requirements arid obligations of ServiccNow tinder this Agreementshall survive the expiration or earlier termination of this Agreement. ServiceNow shalt not disclose Proprietary Dataor confidential infonuntion to subcontractors unless such subcontractors are bound by non-disclosure andconfidentiality provisions at least as strict as those contained in this Agreement.

Disclaimer: Notwithstanding any other provision of this Agreement, the City andServiceNow are furnishing Proprietary Data and confidential infornmtion on an "as is" basis, without any supportwhatsoever, and without representation, warranty or guarantee, including but not in any manner limited to, fitness,merchantability or the accuracy and completeness of the Proprietary Data or confidential information. Neither partyassumes liability for any errors or omissions herein, Specifically, the City is not responsible for any costs including,but not limited to, those incurred as a result of lost revenues, loss of use of data, the costs of recovering suchprograms or data, the cost of any substitute program, claims by third parties, or for siririlar costs resulting 11cm suchProprietary Data. If discrepancies are found, ServiceNow agrees to contact the City immediately.

Sei'viceNow's Information: To the extent applicrible in this Agreement, the Cityunderstands and agrees that ServiceNow's business plans and processes; financial and employee data; proprietarytechnology and product information and designs; the Subscription Service, software and documentation, source code,object code, the interface requirements document(s), acceptance test procedures, SOW(s), the software design, structureand organization, software screens, the tiser interface and the engineering lotow-how iniplemnented in the software(collectively "ServiceNow Confidential Information") constitute the valuable pt'oper'ties and trade secrets ofSeryiceNow, embodying substantial creative efforts which are secret, confidential, and not generally known by theptrblic, and which secure to ServiceNow a competitive advantage. The City agrees during the term of this Agreementand atty license granted hereunder, atid thereaflet', not to use the ServiceNow Confidential Information except to theextent necessary to exercise its rights under this Agreement and fulfill its obligations, and to hold ServiceNowConfidential Information including any copies thereof and any documentation related theretc,in strict confidence and tonot pernnt any person or entity to obtain access to it except a required for the City's exercise of the license rightsgranted hereunder, and except as required by the parties understand that all the material provided or produced undetthis Agreement may he subject to the Colorado Open Records Act,, § 24-72-201, et seq., CR8. (2003). In the eventof a request to the City for disclosure of such information, the City shall advise ServiceNow of such reqtiest in orderto give ServieeNow the opporltrnity to object to the disclosure of any of its ServiceNow Confidential Information andtake necessary legal recourse. In the event of the filing of a lawsuit to compel stich disclosure, the City will tender allsuch material to the corut for judicial determination of the issue of disclosure arid ServiceNow agrees to intervene insuch lawsuit to protect and assert its claims of privilege against disctosurc of such material or waive the same.

28. LEGAL AUTHORITY:

A. Sem'viceNow warrants that it possesses the legal authority, pursuant to any proper,appropriate and official motion, resolution or action passed or taken to enter into this Agreement.

B, The person signing and executing this Agreement on behalf of ServieeNow does herebywarrant that he has been firlly authorized by ServiceNowto execute this Agreement on behalf of ServiceNow arid to

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validly and legally bind ServiceNow to all the leans, performances and pIOVISIOns herein set forth.

C. The City shall have the right, at its option, to either temporarily suspend or permanentlytenninate this Agieenreni, if there is a dispute as to the legal authority of either ServiceNow or the person signingthe Agreement to enter into this Agreement.

NO CONSTRUCTION AGAINST DRAFTING PARTY: Each of the Parties acknowledgethat they and their respective counsel linve had the opportunity to review this Agreement, and that this Agreementshall not be construed against any patty merely because this Agreement or any of its.provisions have been prepared

by a particttlar party.

CONTRACT DOCUMENTS; ORDER OF PRECEDENCE: In the event of any conflictsbetween the language of this Agreement and the exhibits or Order Form, the language of the Agreement shallcontrol.

SURVIVAL OIl CERTAIN PROVISIONS: The parties understand and agree that all terms andconditions of this Agreement together with the exhibits and attachments hereto which, by reasonable implication,contemplate continued performance or dompliance beyond the termination of this Agreement (by expiration of theterm or otherwise) shall survive such tenuination and shall continue to be enforceable as provided herein, Withoutlimiting the generality of the foregoing, Sections 3, 7, 12, 13, 16 - 37 shall survive termination or expiration of thisAgreement.

INUREMENT: The rights and obligations of the pat-ties herein set forth shall inure to the benefitof and be binding upon the parties hereto and their respective successors and assigns permitted tinder thisAgreement.

FORCE MAJEURE: Neither party shall be responsible for failure to fulfill its obligationshereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insun'cction,natural disaster, unreasonable delay of carriers, governmental order or regulation, complete or partial shutdown of plant,unreasonable unavailability of equipment or software from suppliers, default of a subcontractor or vendor (if suchdefault arises out of causes beyond their reasonable control), theaclinns or omissions of the other party or its officers,directors, employees, agents vendors or elected officials andlor other substantially similar occurrences beyond theparty's reasonable control ("Excusable Delay") herein. In the event of any such Excusable Delay, time for performanceshall be extended for a period of time as may be reasotiably necessaiy to compensate for such delay.

PARAGRAPH HEADINGS: The captions and headings set forth herein are for convenience ofreference only, and shall not be construed so as to define or limit the terms and provisions hereof.

CITY EXECUTION OF AGREEMENT: This Agreement is expressly subject to and shall notbe or become effective or binding on the City ttntil it has been fully executed by all signatories of the City andCounty of Denver,

COUNTERPARTS OF Tills AGREEMENT: This Agreement may be executed incounterparts, each of which shall be deemed to be an original of this Agreement;

ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS: ServiceNow consents tothe use of electronic signatures by the City. The Agreement, and any other documents requiring a signaturehereunder, may be signed electronically by the City in the manner specified by the City. The Parties agree not todeny the legal effect or enfot'ceability of the Agreetiient solely because it is in electronic form or because anelectronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreementinthe form of an electronic record, or a paper copy of an electronic docitment, or a paper copy of a document bearingan electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in itsoriginal form or is not an origitial.

Schedule A- Operations GuidePricing contained in Order FormSOW-Implementation Services

III 111111111111111 IlIIIIIII(IIIIIIIIIIIIIIIIIIIIIIIIIIIIII III III


Schedule AOperations Guide

AUTHORIZED USE

Li. USERS. City authorizes "llsenc" to access the Subscription SerQice, each with a unique username andpassword that may trot be shared or transferred, and designates to some a named level of access or functionalitydefined by City (a "flute'). Users with a Role are "Process Users'. A Role is not required for Users to: (i) create atask; (ii) check on tire status ofa task the Uscr created; (iii) shop a scrvice catalog; or (iv) view knowledge articles,reports and other- general published information. City shall limit the number of Process Users to the number ordered,

12. SERVERS. City shall limit the number of Discovery Servers and RBA Servers managed throughServiccNow Discovery and Rnnboolc Asrtourcrtion to the number ordered, A "Discovery Server" is a noit-virtualmachine configured as a server, An "RBA Server" is a physical or virtual machine configured as a- server tipon-which a task is performed as a step in a process or procedure automated by Rzmbook AuIo,rra/ion.

1.3. SAFEGUARDS. City shall be responsible for: (i) protecting User lames arid passwords and preventing andnotifying ServiceNow of unauthorized usc; (ii) all City Data; and (iii) using the Subscription Service lawfully, incompliance with the Agreement and solely for its internal IT service nianagemnent applications and not otherpurposes. if City exceeds its permitted use of the Subscription Service, it will regain compliance within 30-days by:(i) disabling un-permitted use; (ii) purchasing additional Subscription Service subscriptions; or -(iii) taking othersteps reasonably requested by ServiceNow. ServiceNow may review City's use of die Subscription Service, and Cityshall provide other reasonable assistance, to verify City's compliance with tire Agreement.

SUPPORT GUIDE

2.1. SUPPORT. During the Subscription Term, ServiceNow shall use reasonable efforts to resolve Defects inthe Subscription Service ("Support") for 110 additional charge for production instances of the current release of theSubscription Service arid the two prior releases ("Snippurled J'ersions") except for problems known to be resolvedby upgrading. Support does not include: implementation seIices; configuration services; integration scrvices;cursioni software development; modifIcations to the Subscription Service otrtside the scope of a Defect remedy;training; or assistance with administrative functions or other Services. Prior to submission of any Support request,City is encouraged to consult the official Subscription Scrvicc specifications at https:Jlwiki.sen'ice-now.com/ or anysuccessor site ("Docrnr;entation ") to determine if tile support issue has beerr addressed.

2.2. REQUESTS. City may reqirest Support for a problem causing the Srrbscription Service ta not conform tothe Docurneittatiori ("Defect") at tIre online portal https://hi.service-now.comn/ or arty successor- site. City assigns apriority level, and Ser-viceNow will respond to the Support request in tile time frames below.

The priority level will be assigned by these guidelines: "Fl" is a production instance of the Subscription Service notAvailable; "P2" is a ncn-production instance not Available or a Defect in a critical function of a productioninstance; 'P3" is a production instance Defect that is not a P1 or P2 request or a Defect in a critical function of anon-produretion instance; and "P4'' is a Defect that is not a P1, P2 or- P3 request.

11111111111 111111111111111111111(1111111111111111111111111111111

v-r- rnr,;:x-,,--.,--,..e-r-r-a r--t*t. :,,fl., Z!r,orPr ocltrction Instance Response Tirne.........................................................

:wn77 -r-;-'-1vCec' t,vmfl;mrNon-Pr otinetion I nstrreçResponseiflme,.'---.,....Avarlabnitty Detect Fl

30 minutes per 24 x 7 x 365P22 hours per 24 x 7x 365

Critical Defect P22 Irours per 24 x 7 x 365

P312 hours per 24 x 5, exclurding holidays

Non-Critical Defect P3

12 hours per 24 x 3, excluding holidaysP424 hours pe 24x5, excluding holidays

Other P4N/A

P4N/A

Contract Number; 30312MB

2.3. PLANNED DOWNTIME. Ser-viceNow may perform maintenance during which the Subscription Servicewill be unavailable for up to 2-hours per month ("Planned Dors'ntiine"). Whenever possible, ServiceNow will giveat least 5-days notice of Planned Downtime by email to City's email accounts registered in the support portal, and itwill be scheduled as much as practical for' City's lion-core business hours. ServiceNow may not be able toaccommodate requests to delay or reschedule Planned Downtime.

2,4. UPGRADES, "Upgrades" are modifications to the Subscription Service for repair-s oi' enhancements andare provided to City at no additional fee during the Subscription Ter, Sei-viceNow determines how and when todevelop and release any Upgrade. ServiceNow has the discretion to provide new functionality as an Upgrade or asdifferent software ot- service for a separate fee.

2.5. AVAILAWLITY SERVICE LE\'EL. lithe prodrmction instances of the Subscription Service are notAvailable 99.8% of the ti me in a calendar month, and City is running on a Supported Version, City's sole remedy isto request either a service credit or an extension of the Subscription Terra, in each case equal to the dollar value (atCity's subscription rate) of the number of niinutes thc Subscription Service was rIot Available in excess of theforegoing percentage. City must request all service credits or extensions in writing to Ser'viceNow within 30 days ofthe end of such month, identifying the Support requests i-elating to tire unavailability. Tire credit may be appliedagainst the next Subscription Service invoice. The total amount of service credits or extensions for any month maynor exceed the subscription fcc for the affected Subscription Service for' the month, and has no cash value."Available" means that the Subscription Service can be accessed by City via a secure password protected site(s)hosted by ServiceNow on the world wide web except for: (I) Planned Downtime; arid (ii) downtime caused bycircumstances beyond ServiceNow's control, including without limitation, City modifications, events of FarceMajeur'e, general Internet outages, failure of City's infrastructure or connectivity, computer and telecommunicationsfailures and delays not within ServiceNow's control, and network intrusions ci- denial-of-service attacks, providedServiceNow has implemented comnier-ciatly reasonable nreastrr-es to rrntigate or prevent such an attack or intnrsion.

2.6. CITY DATA. Following the end of the Subscription Term, City shall have 45-days to request a copy of itsdata submitted by users to the Srrbsci'iption Service ("Cl/jr Data") and, if requested, ServiceNow shall usecommercially reasonable efforts to provide a copy of that dma within 15 days in a mutually agreed upon,commercially starldard format at no cost to City unless it is determined that the data otrtput is not routine in whichcase the parties shall mutually agree on an SOW for Services.. After such 45-day period, ServiceNow shall have noobligation to maintain or provide any City Data arld shall thereafter', trnless legally prohibited, retain the right todelete all City Data hr its systems or otliei'wise in its possessiorr or urrder its control,

lit liii liii lliIlIItlIlIiiIliIllIttIlIIllItlIiIIlIlIIIliIli ill Ill

serviceniiw Time arid Malerlatc n31ZMB'SOW&

Professlonal SeMce, - Statement of Work Page 1 jvarslon 05242012)

By:

Name:

Title:

Data:


(Time and Materials)

Customer Name: City & County of Denver

ServiceNow entity: ServiceNow, Inc.

Project Name: SN implementation/Staff Augmentation

ThIS STATEMENT OF-WORK (!SOW)r EFFECTIVE AS OF THE LAST SIGNATURE DATE NOTED BELOW ("EFFEcTIVE

DATE"), SETS FORTH SERVICES TO BE PROVIDED BY THE SERVICENOW ENTITY ("SERVICENOW"[ANbtIT

CUSTOMER ENTITY SET FORTH ABOVE ("CUSTOMER"). BY EXECUTING THIS STATEMENT OF WORK,

SERVICENOW AND CUSTOMER ACKNOWLEDGE AND AGREE THAT THE TERMS AND CONDITIONS OF THE MASTER

ORDERING AGREEMENT OR THE LIKE EXECUTED BY THE PARTIES, IF ANY ("AGREEMENT") SHALL GOVERN THE

SERVICES PERFORMED HEREUNDER ("SERVICES"). IN THE EVENr OF ANY CONFLICT, TUE TERMS OF THIS sow

SHALL CONTROL WITH RESPECTTO THE SERVICES SET FORTH HEREIN,

Customer: City & County of Denver SenJICeNQW entIty: SeiviceNow, Inc.

By:

Name: \C> *p*&'rc- -Title:. wi -tc1 ov

Date: k\

Pate 1 of 7 SeMceNow Proorietai-y and Confidential

III 1111111111 liii! lIIIIIIIIIIIlIllhIIlIlIIIIIIIIIlI!lIIlII III ill

serviceneiwFme and Materials O212Mn-SOW1

DISTRIBUTION LIST

III II II 111111 II IIIIUIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 11111


1.0 10/27/2012 Andrew Wood

2,0 10/29/2012 chris Terzian Review

Professional Services statement of Work Page 2 version 05242012)



Professional Services - Statement of Work Page 3 version 15282012)

1. IMPLEMENTATION APPROACH

1.1. Implementation

The Services set forth in this SOW ("Services' or "Project") will be undertaken by a prOject team composed ofboth ServiceNow and Customer representatives, and managed jointly by project managers from both Customerand ServiceNow (each a 'Project Manager"). The composition of the project team will typically change duringthe various stages of the project. Some people may play more than one role during the project lifecycle.

1.2. "Staged" Approach

The implementation methodology indudes five Project stages: Plan, Discover, Prepare, Deploy, and Operate asoutlined below. Each stage comprises its own set of unique tasks. Many tasks will be executed in parallel to eachother within a given stage, including those dependent upon another. The stages are further defined below.

11111 IlIlIllIllhll IIIIllhIIIIIIUhIIIIIIIIItIIIIIItIIlIII 111111

Plan Mobilize ServiceNow Project team

Mobilize Customer Project team

Agree on which project control documents that will be used to manage theimplementation (based on ServiceNow templates)

Define Project plan

Plan and conduct Project kick-off workshop

Review Customer processes

Discover Review design and configuration standards

Develop a prototype and define backlog

Prepare Complete core system set-up

Complete required configuration

Dep'oy Train Customer resources

Conduct production readiness review

Cut over to production

Operate Transition to Customer support

servicen@w Time and Materials 3031 2M0-SOWI

servlceMww

SCOPE OF IMPLEMENTATION

Customer has asked ServiceNow to provide resources for general consulting/staff augmentation servicesutilizing up to SO hours for Service Catalog irnplenieritation assistance.

ServiceNow Technical Consultants to develop and implement Service Request functionality, including up to fiveinitially identified service requests. ServiceNow will work with the City & County of Denver admins to assist withService Request process development and knowledge transfer.

Note that there are no specific deliverables associated with this project. Consulting will be provided on a Time

and Materials basis.

PROJECT ASSUMPTIONS

Customer acknowledges that its participation and cooperation is critical for the success of the Project.

3;1. General

Customer will provide the required resources and ensure active participation to ensure the implementationis successful, This will include executive deckion maker, project leadership and management, subject matter

experts, and technical resources.Customer is responsible for definition and documentation of the business processes and implementing.alIbusiness process changes required to support the implementation.

Customer is responsible for testing prior to production deployment.Customer is responsible for end user training.It is assumed that the ServiceNow resources will have remote access to the Customer's instances andtha'fCustomer makes appropriate technologies for remote work available.

3.2. Data & Integrations

The customer will supply all information to be imported in a supported format. ServiceNow will not beresponsible for data modification, cleansing or alteration before, during or after importing data. Supportedformats are listed on the ServiceNow Wiki.Customer is responsible for integration to other systems. ServiceNow will support the integration byproviding experts related to ServiceNow integration technologies..

3.3. Resources

(a) Customer Resources

Project Manager Customer will provide a project manager who will have overall responsibility for theproject. The Project Manager will meet regularly with the ServiceNow Engagement Manager to reviewprogress and resolve issues.

Technical Resource(s) Customer will supply required technical resource(s) with JavaScript expertise toaccommodate the scope of the implementation and to support the joint configuration. To support theagreed integrations, Customer will also supply required technical resource(s) with web services and xmlexperience.

Time and Materials 30312MB-SOW1

III IIHIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 111111

Professional Services Statement of Work Page 4 (version 05242012)

11111 0111111 11111! 11111111111111111111111111111111111)111111 III

ServacenewTime and Materials 30312M0-s0W1

ProTesslonai Services. Staten,ent of Work PageS versIon 05242012)

System Administrators - Administrator training should be completed by the Customer's assignedresource(s) no later than the beginning of the PREPARE stage. Generally the PREPARE stage begins a week

after the project starts,

Process Owner(s) - Customer will provide subject matter experts to be responsible for the correct andcomplete definition of each of the processes implemented within the. ServiceNow product.

(b) ServiceWow Resources

Engagement Manager ServiceNow Engagement Manager will facilitate project planning, provide- implementation expertise, ensure. the .SOWJs .beingadhece4 tp, afloç te appropriate resources from

ServiceNow, manage escalations, and act as a single point of contact for the duration of lmplemen(ation.The Engagement Manager will facilitate at minimum a weekly status or update call to ensure the Project isprogressing appropriately.

Technical Consultants ServiceNow will provide Technical Consultant(s) to help with applicationconfiguration and assist with knowledge transfer to Customer Resource(s).

All reasonable travel, meals, and living expenses for all ServiceNow personnel who travel in support of theProject shall be billable at cost and all such expenses shall be borne solely by Customer, Customer shall pay-allamounts within 30 days after date of invoice unless stated otherwise in the applicable Order Form. Custome isresponsible for all applicable taxes, except for taxes due on the net income of ServiceNow. No acceptance shallapply to the services provided under this SOW. Work will be performed during normal business hours (SAM -6PM, Monday through Friday local time).

III II II IM III 1111111111011111111111111111111111111111 I 111111111

Level of Consultant Hourly Rate (1.15$) Estimated Effort (Hours) Estimated Subtotal (05$)

Technical Consultant $250.00 50.0 $12500.00

Estimated Consultant Fees for Project: $12,500.00

servicenww'lime and Materials 30312MR-5OW1

Professional Services - Statement of Work PageS fvetsion 05242012)

4. ESTIMATED NUMBER OF DAYS AND FEES

4.1. Estimated Number of Days

The Services are estimated to require (50) effort hours to be used within 3 months as needed arid as available bythe ServiceNow resources.

4.2. Fees

Based on the scope of services and assumptions set forth above, the Services related to this Project shall beperformed on a time and materials plus expenses as set forth below and in the Order Form. Additional chargesmay apply for scope changes, change requests, delays caused by Customer or third parties contracted byCustomer, or events that ServiceNow has no control over. Such fees will be dQe and payable as detailed in theaccompanying Order Form. The applicable billing rate for the ServiceNow personnel or consultant shall be atthe rates setforth in the table below.

ServiceNow will provide the onsite portion of the Services at Customer's Denver, CO, and such other designatedfacilities as the parties may agree upon in writing.

serv:cenwTime end Materials 30312M5-SOW1

Professional Serytces Statement of Work Paae 7 Iverston 05242012)

5. CHANGE REQUESTS

Any requests for services outside of this SOW will beset forth in a Change Order executed by the parties. Tasksnot specifically stated as being performed by ServiceNow in this SOW are outside of the scope of this projectand are not covered under the time and fee estimates of this SOW. Customer and ServiceNow will agree uponchanges prior to execution of additional services or costs outside of this SOW.

6, SCHEDULING POLICY

ServiceNow requires at least 15 days prior notice to cancel or reschedule Service dates that have beenscheduled by Customer; for scheduled Service days that are canceled or rescheduled by Customer with less than10 business days prior notice, Customer shall be charged and pay for (a) any trave! expenses that cannot becanceled or refunded, and (b) the canceled/rescheduled Service days if ServiceNow is not able to reassign thepersonnel to another project. If Customer reschedules a planned Services activity, remote or on-site, with lessthanlo business days notice, Customer may incur additional consulting time and travel expenses.

7. GENERAL

ServiceNow personnel will perform the engagement both on-site at Customer and off-site at ServiceNow, doinganalysis and design. ServiceNow shall not be responsible for delays, due to the lack of access, facilities,cooperation or information requested by ServiceNow or changes to the approach or Services described in thisSOW,

ServiceNow warrants that the services will be performed in a good and workmanlike manner in accordance withindustry standards as Customer's sole remedy for breach of the foregoing warranty, ServiceNow shallre-perform the Services to comply with this SOW or, if ServiceNow determines that such cannot beaccomplished through the use of reasonable efforts, refund the fees paid for the affected Services, EXCEPT FORWARRANTIES SET FORTH IN THE AGREEMENT (IF ANY), SERVICENOW MAKES NO OTHER WARRANTIES EXPRESS

OR IMPLIED RELATING TO THE SERVICES INCLUDING BUT NOT LIMITED TO THE WARRANTIES OFM ERCHANTABILITy AND FITNESS FOR A PARTICULAR PURPOSE.

ServiceNow is in the business of providing IT service management applications and other applications based offof the ServiceNow platform and consulting services drawing upon the knowledge, understanding and expertiseServiceNow has gained in the course of working with many other customers. Nothing in this SOW or theAgreement shall assign rights in or limit ServiceNow's use of any know-how or knowledge pertaining to theServiceNow intellectual property rights or technology. ServiceNow shall have a 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 Servicetiow product orservices.

IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE OR OTHER LEGAL OR

EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES RELATING TO

THIS SOW. NEITHER PARTY SHALL BE LIABLE FOR ANY AMOUNTS IN EXCESS OF THE FEES DUE UNDER THIS SOW.

III 111111111111111 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIItIIIIII III III

iCiçTOtherService (Trairsinjand Knowtedgel' ,? I&,kri'L

Oth'dlSeñ)ices;(PofessionaI)

QuickStart for IPCC

ServiceNow Tailored implementatiOn - Tailored Sow- T&M

HbtingDéthlls

Payrrierit Terms

Conditions and Notes:

Customer: City & County of Denver

Signature:

Name:

Net 3D Days from fnvoice Date

Name:Address:

Suite:City:

State/Province:Zip/Postal Code:

Country:Website:

Eity& County of Deliver201 W. Coltax Ave. Dept. 301

DenverCO80202united Stateswww,d en v er gay. org

System Admin 3 Days-On-site

Yes

Net Prkln;nionths)-*-t,-(monthly)

Enterprise Edition 67.00 $ 160,800.00 $ 482,400.00

UnitOL,IVIeasLJre

Product Subtotal: $ 160,800.00 4 482,400.00i

up to S attendees $lgYSfor eachadditional attendee $ 9,000:00,

Seruice4ow, Inc.

Signature:

Name: R

P/rose suboi/t PurchtQcders P0) to orcounrsrrcelvoh/eftsrvire-now.com or fox to 877'824-QQZI,jffte,c,cjj22 dosrior to invo/ce dote

11111111111 11111111111111111111111111111111111111111111111111 III

tai:Prle.:.iq

$ 70,000.00

$ 12,500.00

# of Instances:Instance Names:

Instance Notification:Date Center:

1 produciioe / 2 non-productionsder,vergov, denvergovdev, denvergovtestSean Curleyus

C-mali: sea nd, [email protected]

Customer shall reimburse ServiceNow for alt authorized, reasonable and verifiable travel expenses incurred during the performance of the professionalservices, training and other services. ServlceNow agrees to keep commercially reasonable records of alt expenses to support claims for reimbursement from

dustonner. Alt fees and expenses shall be invoiced to Customer within sixty 60) days ofthe date the fees and expenses were incurred, Terms are payablenetthirty 30) days.

The above services, QuickSiart for 1PCC, ore described in the applicable Service Description and offered subject to the Masrer Orderingagreement athitp://www.servlce.now.corn/scheclules.do, Incorporated herein by reference.

Name:Title:

Phone:E-mail:

Sean CurlayDeputy [email protected]

Name:Phone:E-nsail:

P011:

Tax lOft:

Accounts Payable (Dept. 908 / David Garcia720-913-8811Accotinrspayable.helpltodenvergov.org

98-02890-0000

tnvalceScheduie.h

Other

Gflflth1Othb:t

Services Subtotal: $ 91,500.00Pre-tax Total: $ 573,9 00.00

Estlmoted Taxes: $Grand Total: $ '573,900.00

Annual Subscription Fee Upon Signature S 160,800.00 5 160,800.00

Training Fees Upon Signature 9,000.00 S. 9,000,00

Services Upon Signature $ 82,500,00 $ 82,500,00

Annual Subscription Fee November 30, 2013 $ 160,800.00 $ 160,800.00

An nual Subscriprloe Fee November 30, 2014 $ 160,800.00 $ 160,800,00

$ 573,900.00 $ S 573,900.00

Reference Contract U $ 30312M0Reference Statement of Work 30312MB - SOWI

Tax exeiflpf?Contract Term; 36 months

Start Date: December 31, 2012End Date: December 30, 2015Currency: 050

servicenewServlr.eNnw, Inc.

4810 Eastgate Mall

San Diego, CA 92121

cidikiEWMdWAdd

ORDER FORM

Cutdthhi.'Cóhtcti

PricIer E,pirr, Ho,,:

OdrNurñbüi30312MB-

12/30/2012

Packaged Service $ 70,000.00Hours 50 $ 250.00

200 36 $

Monty DoboServiceNow Account Executive:E-mail: [email protected]

CAVGNAC ASSOCIATESNS1JRANCE BROKERS

License No. 0A99520450 B Street, Suite 1800 San Diego, CA 92101-8005

Tel. 619,234.8848 Fax 619.234.1239 Web www.cavignac.com

City and County of DenverDepartment of Pubflc WorksATTN: Steven Hahn201 West Colfax, Dept. #611Denver, CA, 80202

Nov 14, 2012

Re: ServiceNow, Inc.

To whom it may concern:

Enclosed is a certificate of insurance, as requested. If you have questions or require changes,please contact our office via email ([email protected]) or fax (619-234-1239). Pleaseinclude a copy of the certificate with your request or reference ID number 203173.

Sincerely,

Cavignac & Associates Certificate Departmentcertificates©cavignac.com619-234-1239 (fax)

cc: Matthew Kelly (matthew.kelIyservice-now.com)

ServiceNow, Inc. Certificate of Insurance

III Ui! 11111111 lIIlIliIUhIIIIlli!IIIilIIiII!!IIlIIilIIlIl III III

City and County of DenverDepartment of Public Works201 Mast Colfax, Dept. P611Denver CA 80202United States

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES SE CANCELLED BEFORETHE EXPIRATION PATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORTZEO REPRESENTATIVE

1111111 lIIIIIHIIlIIIlIIIIIIIIIIHhIIIIIIJIlIIIIIIIIIIJIII 111111

Awn/f CERTIFICATE OF LIABILITY INSURANCE 11/14/2012THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed, If SUBROGATION IS WAIVED! subject tothe terms and Conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertifIcate holder in lieu of such ondorsement(s).

PRODUCER

Cavignac & Associates450 H Street, Suite 1800San Diego, CA 92101-8005License No, 0A99520

2CT Certificate Department619-2346548 J Noi:692340601

E.MA1L

PRODUCERCIISTOMFRInII' SERVF'l

INSUREI)5FORDINCC0VERAOL____INSURERA: F'FflF'RAL TNC ('0

NAIC

INSURED

ServiceNow, Inc.4810 Eaetgate NellSan Diego! CA 92121 United States

20721INSURERS:

INSURERC:

INSURER 0:

INSURER

IN SU R B R F

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTaACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN! THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED I-1ERE1N IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS.

INSR AUDI SUHR PoLicy EFF pOLICY EXPUP 'TYPE OF INSURANCE NSF WVID POLICY NUMBER (MMIDDIYYYY) (MMIDDWYYY) LIMITS

A GEI4ERALLIADILITY 35932036 4/1/2012 4/1/2013 EACH000URRENCE S 1,000,000DAMAGE TO RENTED

X COMMERCIAL GENERAL LIABILITY PRFMISFS IF rllrrpncel S 1,000! 000

CLAIMS-MADE J I J OCCUR MED EXP (Any one parseD) 10,000

)(r Worldwide X PERSONAL & AOV INJURY S iIiDK!11iI

GENERALAGGREGATE $ 2,000,000

0EN'L AD0REOATE UNIT APPLIES PER: PRODUCTS. COMpJOP AGO 2,000,000

POLICY( [ilLoc S

A AUTOMOBILE LIABILITY 73561495 4/1/21312 4/1/2013 COMBINEB SINGLE LIMIT(Eu accidenl) $ 1,000,000

ANY AUTO800ILY INJURY (Per person) S

ALL OWNEB AUTOSBOBILY INJURY IP°' arddenl) $

SCHEDLILEB AUTOS XPROPERTY DAMAGE

X I-SIRED AUrOS (Psi accidanl) S

X NON-OWNED AUTOS $

X $18154 Auto DLC/XS List

A 2L. UMBRELLALIADExcEss LIAB

1OCCURCLAIMS-MADE

.79875963 4/1/2012 4/1/2033 EACNOCCURRENCE $ 20, 0,

ACGREGA1E $20,000,000

DEDUCTIBLE $

RETENTION S

Mo seERs COMPENSATIONAND EMPLOYERS' LIABILITY N

71244754 4/1/2c12 4/1/2013 WCSTATU- 0TH-- TORY UMITA PR

EL. EACH ACCIDENT S 1, 000, 000ANY PROPRIET0R'PARTNEEXECUTIVE r1OFFICEIVMEMBER EXCLUDED?

J

N / A

EL. DISEASE - EA EMPLOYEE $ 1,000,000(Mandotoy in NN(II sos describe underDEE6RIPTION CE OPERATIONS below EL. DISEASE POLICY LIMIT $ 1, 000, DO

DESCRIPTION OF OPERATIONS / LOCATIONS 'VEHICLES lAllecI, ACORD 181, AddlIlonal Remarks Schedule II more SpacE I resslredl

Re: Contract 30312MB. Additional Ins wed coverage appliEs to General and Autcoobile Liability for City end County ofDenver Department of Public Works, its elected and appointed officials, employees arid volunteers par policy form.

COVERAG ES CERTIFICATE NUMBER: 203173 REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION

Contract Control Nunibci';

Contractor Name:

TECHS-201 208650-00

SERVICENOW INC

By:

Name: L\&dscL).(please print) L)

Title: \(please print) Li

ATTEST: [if required

By:

Name:

Title:

(please print)

(please print)

11111 1111111111 III liii. II U 1111111111111111111111111111111111 iii

I!! II 111(111111 III (11111(11(1111 (III 1(1111111(11 III 1111111 III Ill

Professional Services statement ofwork


Time and Materials)

This Statement of Work ('SOW"), effective as of the last signature date noted below 'Effective Date"), is made between Servicahow,Inc. "Ser,aicet4ow") and the customer entity set forth herein ("Custonier" pursuant to the terms and conditions of the Master OrdericagAgreement, Master License Agreement or the like executed by the parties, if any "Agreement). in the event of any inconsistency orconflict between the Agreement and this SOW, the terms of this SOW shall control with respect to the services set forth herein("Services" or "Project"). The terms of this SOW are limited to the scope ofthit SOW and shall not be applitable to any other SOWs whichmay be executed between the parties.

FOR VALUABLE CONSIDERATION, ThE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES, EACH ACTING

UNDER DUE ANO PROPER AUTHORITY, EXECUTE ThIS SOW AS OFTNE EFFECTIVE DATE.

ssrvicefdoiei, Inc. Page I (aerciot Il/I 2/2012)

rcust,,e,. official name: SerylceNow Inc.

Individual signing:(print name)

Individual signing:(print name)

Signature: Signature:

Title:TiEle:

Signing date:Signing date:

servicenøwTime and Materials

Customer Name: Douglas County

Project Name: ServiceNow mplementaEicrs

SOW Number:

servicenwwTime artd Materials

Professional Services - Statement of WorN


DISTRIBUTION LIST

ServiceNow, Inc. Page 2 (version 11/12/20121


1.0 7/16/2012 Bimala Tullock Initial Draft

2.0 SJ1S/2013 Binnala Tultock Addition of Knowledge Management andfurther adjustments

Bimala Tullock Removal of Orchestratia ditiors oLDiscovery Enhanced

n-and_ad


Peter Larsonliii_ll___Customer Douglas County I 8/19/2013

servcenww

ServkeNow, Mc,

rm and Ma ted aM

Professional services - Statement of Work

Table of Contents

Project OverviewLi. Implementation Approach 4

Scope of Implementation 4

Project Assumptions 6

3.1.. General 6

3.2. Data & Integrations 6

3.3. Resources 6

Estimated Number of Hours and Fees4.i. Estimated Number of Hours 7

4.2. rees 7

4.3. Effective Period of this SOW

change Requests 9

Scheduling Policy 9

General 9

PageS (versIon 11/12/2012)

servicencrn'

Setalcetow, Inc.

Time end Materials

Professional Services - Statement of Work

I. pROJECI'OVERVIEW

1.1. implementation Approach

SarviceNow will implement the Services using the ServiceNow Slap-sNow Implementation Methodology, as set forth in Exhibit A, which is

attached hereto and incorporated herein by this reference, If not attached hereto, the document may be found at

www.servicentw.com/schedules.do. Servicehow may replace or re-assign its personnel during the course of the Services or Project.

2. SCOPE OF IMPLEMENTATION

Core Configurations

Core System Setup -Established and completed via QulckStart Implementation: Exhibit B

Page 4 versIon 11/12/2012)

Software to be implemented tt '''-'--.,,i:IlSop l!)j* ,L.ry1 -*vn, Zit ffc:r;;fl,---e,,---\ 's'.,; .,Incident Management Assumed Completed via Quickstart: Exhibit B

Problem Management Assumed Completed via Quickstsrt: tahibit B

Change Management Assumed Completed via QuickStart: Exhibit B

CMDIS lite Assumed Completed via OuickStart: Exhibit B

Software Development LifecycleManagement (SDI,C)

Optional with Change Order- Enabled during implementation only to utilize Sarvicewow'sStartNo-e methodology,

Request Fulfilment / SemiteCatalogue

Assumed Completsd via QuickStart: Exhibit B

Asset Management Optional with Change Drder

Service Level Management Optional with Change Order

Service Portfolio Optional with Change Order

IT Cost Management Optional with Change Order

:qiç fsanctidnalityl - - - IetData Certification

lnScope?(Yesifinchidedja -u -5n;kA ,...I S- I r 4p- Sn -

Optional with Change Order

Managed Documents Optional with Change Order

Content Management System (CMS) Optional with Change Order

Sales Force Automation Optional with Change Order

Shared Services (HR and Facilities) Optional with Change Order

Project & Portfolio Management(PPM)


-Integrations Scope

Integration Source Method

Testing Training arid post go-live sutsoort - up to ia hours

Description

Professional Services - Statement of Wart

Field Service M anagement Optional with Change Order

IT Governance, Risk and Compliance

Service Extensions -

Employee Self Service (tSS)


tin ScoIe? If 'ncIudd_- ç 4 D(

Assumed completed via OuiclsStart: txhibit B

Surveys Optional with Change Order -

Knowledge Management

Yes- up to 30 hours

Deliverables: Develop a best practices-based instance of Knowledge Management combining

Servicemonva best practice processes with process and configuration design and gap analysis.

A Day Requirements Workshop and build out of requirements snd project in

StartNow ApplicecionNotifications related to knowledge articles associated to the publishing process.

Configure central repository for tracking and maintaining knowledge articles.

Configure knowledge related dashboards / honiepages

Enable KCS functions

Configure KCS functions

Ability to view searches

Ability to rate and provide feedback to articleshteo:j/wiki.servicenowcom/index.pho?tislexnowledge Management with KCS

Discovery & Application DependencyMapping


Orchestration Optional wish Change Order

Reporting / Analytics Optional with Change Order

Integrated Chat Optional sith Change Order

Live Feed Optional with Change Order

Domain Separation Optional with Change Order

Servicehow Inc Page S (version 11/12/2012)

servicenowlime and Materials

LOAF LOAF Server Load users and other data from Customers directory

0 Asset Discovery MID Server Install Mid Server(s) application

Other integrations Optional with Change Order

Servicefiow, Inc.

Professional Services stanemeni of work

Rework and Testing supportPost go-live support

3. PROJECT ASSUMPTIONS

Customer acknowledges that its participation and cooperation is critical for the success of the Project. The following assumptions arebased on information provided by Customer to ServiceNow relating to the Project scope and Customers current business processes as ofthe Effective Date of this SOW, and have been used to compute the estimated level of effort and cost. Deviations from these assumptionsmay lead to commensurate changes in the timeline and fees such changes to be set forth in a change order in accordance with theprocedure outlined in SectionS below.

It is asstmed that all work listed in the Statement of Work will be conducted at the conclusion ofthe QuickStart Implementation.

3.1. General

a) Customer will provide the required resources and ensure active participation to ensure the implementation is successful.This will include, without limitation, an executive decision-maker, project leadership and management, subject matterexperts, and technical resources.

bj Customer is responsible for the definition and documentation of the business processes within scope for this Project andimplementing all business process changes required to support the Project.

C) Customer is responsible for testing prior to production deployment.

dl Customer is responsible for end user training.

el Clearly defined and documented functional requirements are completed during the Discover stage,

fj It is assumed that the Servictffow resources will have remote access to Customer's instances and that Customer providesappropriate technologies for remote work,

g) Onsite visits will be defined during the kick.off workshops in the Plan stage. Customer project manager and ServiceNowengagement manager will manage onsite engagements in order to avoid extensive travel time.

Data & Integrations

a) Customer will supply sli information to be imported in a supported format. Servicehow will not be responsible for datamodification, cleansing or alteration before, during or after importing data. Supported formats art listed on theServiceNow Wiki.

bj There art no data conversions from other systems (i.e. legacy systems).

cl Customer Is responsible for integration to and with other systems. Servicehow will support the integration by providingexperts related to Serviceftow integration technologies.

3,3, Resources

a) Customer Resources

Page 6 (version 11/12/2012)

Customer Responsibilities

Resources

Project Manager Customer will provide a project manager who will have overall responsibility for the Project.Customer project manager will meet regularly with the Serviceflow engagement manager to reviewprogress and resolve issues.

Technical

ResourcejsjCustomer will supply required technical resource(s) with IT5L and javaScrips expertise toaccommodate the scope of the Project and to support the joint configuration. To support theagreed Integrations, Customer will also supply required technical resource(s) with web services andXMt experience.

System Administrxtor training must be completed by Customer's assigned resource(s) no later than the

servicenøw"Time sad Ms ten alu

hI ServiceNow Resources

4. ESTIMATED NUMBER OF HOURS AND FEES

4.1. Estimated Number of Hours

The Services are estimated to require 40 effort hours.

Based on current knowledge of Customers requirements, Serviceflow estimates the following:

Ses-viceflow will use reasonable efforts to confirm the composition of the project team end the mobilization plan withCustomer within four (4) weeks from the Effective Oate.

The Project will take approximately 2 weeks to complete includ ng one (I) week of post-production support.

The below table demonstrates the estimated effort by resource type and s age. It is understood that the effort distribution may varyduring the Project.

fee

Serviceflow, Inc. Page 7 Iserslon 11/12/2tt2l

Administrators beginning of the Prepare stage,

Process

Owner(s)

Customer will provide subject matter experts who will be responsible (or fhe correct and completedefinition of each of the processes implemented within the ServiceNow product.

ServiceNow ResponsibilitiesResource

Engagement

ManagerServicetlow engagement manager will facilitate project planning, provide implementation expertise,ensure the SOW is being adhered to, allocste appropriate resources from ServiceNow, manageescalations, and ect as a single point of contact Por the duration of the Project. The Serviceplowengagement manager will facilitate at minimum a weekly status or update call to ensure the Projectis progressing appropriately.

Technical

Consultants

Serviceflow will provide technical consultanc(s) to help with application configuration and assist withknowledge transfer to Customer resource(s).

IntegrationExpert

Servicekow will provide an integration eapert eo assist with integrations defined above.

Business

Process

Consultant

The business process consultant will drive process definition, re-engineering improvement and gapanalysis of current and future processes together with Customer process owners key Customersponsors and stakeholders.

a.Resource

:Tj/iOPERATE

RésouFce.Hoirs

r-. :-,-rri PSEngagementManagertkc, . 6 4 6 16

wZI 4 12 8 24

PhaFour 10 16 14 40

servicenøwTime end Ms serials

Professional services - statement of Wort

Based on the scope of Services and assumptions set forth above, the Services shall be performed on a time and materials basis.assidisional changes may apply ton scope changes, change requests, belays caused by Customer on third parties contracted by Customer, Orevents that Se,vicemow has no control over. Any changes will be set forth in a change order. All fees will be due and payable as detailedin the accompanying ordering document. The applicable billing rate for the Servicehow personnel or consultant shall be as the rates setforth in the table below.

Total Services Implementation Fees:

Servicehow will provide the Services as follows:

At Customer's facilities located at: Castle Rock, CO

From a remote location.

All reasonable travel, meals, and living expenses for all Servicehaw personnel who travel in support of the Project shall be billable at costand all such espenses shall be borne solely by Customer, Customer shall pay all amounts within thirty 1301 days after date of invoiceunless stated otherwise in the applicable ordering document. Customer is responsible for all applicable taxes, except for tates due on thenet income of ServiceNow. No acceptance shall apply to the Services or any accompanying software or deliverable provided under thisSOW. Normal business day is any eight (8) hour period between the hours 0f 8AM and 6PM, Monday through Friday local time. Any workperformed outside of normal business hours will be charged at a time and a half rate (1.5 x the rate set forth in the orderint documentj.

4.3. ivtPerioofhiSDW.

This SOW is valid only If the Services start within ninety (901 deys after the Effective Date or before the pricing aspiration date stated inthe applicable ordering document signed by ServiceNow, whichever is later ("Projtcs Start Oete"l. Sf Services do not start prior to theproject Start Date, then ServiceNow has the option of chengingtht prices provided in this SOW.

serviceNow, Inc. Page 5 versloe 11/12/2012)

Level of Consultant Hourly Rate (US$1 Estimated Effort lfloursj

16.0

Estimated Subtotal (US$1

14,000.00Ergaemetl Manager 5250.00

Technical Consullatl 5250.00 24.0 56,000,00

40

Estimated Consultant Fees For Project: r $10,000.00

'+fIoG.) )1..f14r ftso'urly) EtimateiISubtotaI(USD)T&M SOW 40 $250.00 $10,000.00Packages OuitkStsrt including Service Catalog/RequestExhibit B Fixed Fee $95,000.00

Discovery Enhanced Implementation - Exhibit C Fixed Fee 30,000.0010 hours

Remote ,Admin- Suggested-' ExhIbit 0 3 months per month $6,750.00

$141,750.00

Suggested Travel Budget $5,000.00

servcenww'limp and Materials

Professional services - statement of Work

CHANGE REQUESTS

Any requests for services outside of this SOW willl be set forth in a change order executed by the parties. Tasks not specifically stated asbeing performed by ServiceNow in this SOW sm outside of the scope of this Project and are not covered under the time and feeestimates of this SOW. Customer end ServiceNow will agree upon changes prior to esecution of additional services or costs outside of this

SOW.

SCHEDULING POLICY

Servicekow requires at least fifteen (15) days prior written notice to cancel or reschedule Service daees that have been scheduled byCuseomer. For scheduled Service days that are canceled or rescheduled by Customer with less than ten aD) business days prior writtennotice, Customer shall be charged and pay for (a) any travel eapensen that cannot be canceled or refunded, and (b( thecanceled/rescheduled Service days if SeraiceNow is not able to reassign the personnel to another project. If Customer reschedules aplanned Services activity, remote or onsite, with less then ten (10) business days written notice, Customer may incur additional consultingtime and travel expenses, for the purposes of this Section, email to the Servicehow project manafer Will be sufficient as written notice.ServiceNow personnel will perform she engagement both onsite at Customer and offsite as ServiceNow, doing analysis and design.ServiceNow shall not be responsible for delays, due to the lack of access, facilities, cooperation or information requested by Servicettowor changes to the approach or Services described in tbi5 SOW.

GENERAL

ServiceNow is in the business of providing IT service management applications and other applications based off of the ServiceNowplatform and consulting services drawing upon the knowledge, understanding and expertise ServiceNow bss gained in the course ofworking with many other customers. Nothing in this SOW shall assign rights in or limit ServiceNow's use of any know-how or knowledgepertaining to the ServiceNow intellectual property rights or technology. ServiceNow shall have a royalty-free, worldwide, non-exclusive,transferable, sub-licensable, irrevocable, perpetual right to use any suggestions, enhancements, recommendations or other feedbackprovided by Customer and its users relating to the Servicehow product or services.

Sensicehow warrants that the Services will be performed in a competent and workmanlike manner in accordance with accepted industrystandarde and practices. Customers exclusive remedy for breath of this warranty is to notify Servicekow in writing of the breach withinforty-five 45) days after performance of the non-conforming Services. Upon receipt of such notice, ServiceNow, at its option, shall eitheruse commerdally easonable aftorts to re-perform the Sarvicas in conformance with these warrantf requirements or shall terminate theaffected Services and refund to Customer any prepaid amounti for unperformed Services. This Section sets forth Customer's exclusiveriglsts and remedies (and ServiceNow's sole liability) in connection with the performance of Services.

EXCEPT FOR THE WARRANTIES, IF ANY, EXPRESSLY STATED IN THIS SOW, THE SERVICES PROVIDED HEREUNDER AND ANYACCOMPANYING SOFTWARE OR DELIVERABLE ARE PROVIDED "AS-IS' WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND AND, TOTHE MAXIMUM EXTENT ALLOWED St LAW, SERVICENOW DISCLAIMS ALL WARRANTIES OF ANY kIND INCLUDING WARRANTIES ARISING

UNDER STATUTE, WARRANTIES OF MERCHANTABILITY, ACCURACY, QUIET ENJOYMENT, TITLS OR FITNESS FOR A PARTICULAR PURPOSE

OR ANY WARRAPJ'IlES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THEGENERALITY OF THE FOREGOING, SERVICENOW SPECIFICALLY ODES NOT WARRANT THAT THE SERVICES AND ANY ACCOMPANYINGSOFTWARE DR DELIVERABLES WILL MEET THE REQUIREMENTS OF CUSTOMER DR OTHERS OR THAT THEY WILL BE ACCURATE OR

OPERATE WITHOUT INTERRUPTION OR ERROR.

UMITFTIDNS OF UA,B1UTY.TD THE EXTENT PERMITTED BY lJ',W,THE TOTAL, CUMULATIVE LIA,B1UTY OF EACI'I PARTY ARISING OUT OF OR

RELATED TO THIS SOW OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, TORY, DR ANY OTHER LEGAL DREQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE

TWElVE 1.2) 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 (31 CUSTOMER'S OBLIGATION TO PAY

AMOUNTS OWED FOR SERVICES PROVIDED HEREUNDER.

EXCLUSION OF DAMAGES. TO THE EXTENT PERMITTED BYLAW, NEITHER SERVICENOW NOR CUSTOMER SHALL BE LIABLE TO TI-It OTHER

OR ANY THIRD PARTY FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF USE OR DATA, COSTS OF SUBSTITUTE GOODS, 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,

TDR'T, DR ANY OTHER LEGAL OR EDUITABLE CAUSE OF ACTION EVEN If SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES 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.

Servicekoar, Inc. Pege 9 Iverslon 11/12/2012)

servicenww'Time and Mu serials

Professional Services Statement of Work

servicenwt$Hlelt t

SCRVIcVNOW STeJITNOW IMpLuMeMnAnION MrnH000LOOv

Seevitehow implemenrta its solutions for customers using tine Starthow lnnplementation Methodology. TIne services tel Forth in theproject will be undertaken by a project Icons of repreaentslaveo from Servicemoty and the customer {rro)rcl learn,) and will bemanaged jointly by a projecl manager from the customer and a Sereicettow erngugennent manager. The composition oF the ProjectTeam wilt typically change during the various etaget ot the project. Some project members may play more than one role dunneg the

project lifecycle.

1.1. Startedow leneplemeintation Melinodology

I

tIc

Starthow it bated on Senticelilown best practicen giathered over hundreds of iniplementatlonn and designed to supportSTrategic Alignment and drive Rapid Irarstormation for our customers. StartNtw cites a connbination 01 traditional waterfallapproach and Scrurn lo manage the implementation.

The Startpfow Implementation Methodology includes five deployment stagea: Plan, Discover, Prepare Delaloyi andOperate as outlined below.

tarh stage has its own tet of unique tanks. Many tasks may bt executed in paralint to one another within a green stsge. Thestages are further defined below.

1.2. The ustaged Approach

Formatted: Font: (Default) -v-Body (Calibrl), 9Pt

Initiate the oroject by a meeting ol members from fine restonn,em end Sereicehowtevier, deliverables of the protect with the cuotoinner

What is required5Atret si its retloat apeeeach lehased minus big tauttoed the stanra ow niethodelegy tool nei usia one oil he customer's itttaincenSchedule System Aderinittratisn training, if purchased, for the cusionierPien and conduct a pnoiect tick-oFt workshopeegis security dnscussions in understand ilie epprovai resuire metes and sshat the triggers etc

inerodece the StartNova methodology to the customerhew is it done?

n Introduce the scsi practices anoun the Serviceraoss startNois deployment approachWelt through the sample proiect plan with the crntnmrr project manager

The SrMcelvaw engagemeenc irnenager.

Esiablishes etc proirci cadescr IdailvAveek lymeetings & cellni and agrees with thecus tower proiectessensean when and -eahwee these should occur

5 Kicks-off line proiect and runs kick-off meetonguo Loads the Startraote tool seto &gainics lIre sesiem Adolinisieeiioin traleing if pat-chased

Who doaswhat0The castuwer protect manager.

o Ii brought up to speed or the Starthow methodologyr Coefnnna deleerableso Reviews Ihe preliminary petjrct plan with mgesnones and try dates

Ti it casi pinner Ca ecutive teen sonCommunicates ehe vision and tote toe the initiative in the proeecn tick-off workshop

Whoa will thingshappen'

Llauall14 weeks afnrr both pa/vet sign thestalrweel p1 work

servicenww'Ti me and Materials

Professional Services Statement of Worle

Pego Oaf 3 Servcehots Ploiti,snta if am coritidiotel

servicenu'w'

Formatted, Font: (Default) *By (Calibri), 9jpt

What is cequir ad'

5 P rocesa reviews to deucsibr Ire ow-of-the-boa Servicewow process functionalityIntroduce Ser,ijcardow design and conligusation standardsConauceuconference roses pilot to rewew he oat-of-she-bse SeeviceNow tool mr ctitnlljtyConduct gap anal resin workshops for each process Ihal is in the scope ol the statement ol work to identify gaps

between the custornes processes and Service Now best practicesCustomer docuatenls requirements ltsoniesl in lhr Sclem applicationThe Prosect ream rbrewn arid relines the project plan iaSnar'iPaomCussorneragrees and signs off on meouiremenls before proceeding on each arplicha on inscope

doss isis done? Onsile cut tower based workshops with process owners

Customer sappliesascribe no document requirements (Stories) in

Who does what? The Serviceplow bssinest process consultant will tIe respoesitle for the uuorlcshop and facilitate discussions

The customer process owners will vialS through their processes or agree ho ServiceNow processes

tyhern n-dl thingshappen?

rhet paoctsses use agreed either misc ojslornler'n processes or Seruicekup/'S oul-of-sfne-bon processesi

Wha lit requir ad?core system set-up (LOAPO tocasons, Groups Roles Occur, 15 Calendars, schedules)spnnt planning Ibuldeng Sprints and organizing Slories)Revww and refine proiect planUpdate Risk, tsar. Decision. Actions Changes lRlOhCl in Stnrntdow

How 101 t done? SernmceNow's secliricnl consultant enables the customers administrators or Core System oat-opServiceteowsen gagemenl mans ger monks wish the customer prolect manager for SprinI plaening

Wh does uetaf?Serviceliloun technical consultants mill guide and enable the customer's synlern udromipistratornCml omen soolent ad minislratrar will be teamed with nhe Snrsicefaow technical CnnsotlanlSersicehom eego gemer 5 manager leads op ate Sprint planning

When mu lhlngn C Alter the cualonmer iritances have been completely ero'rioionedhuopen? After Cenlonser system adminislealors have been trained

After the gap aaufpsis morkuhops

W halls eequired?Work through the Scrsam storienlreqnirepnrentsManage in small serinls which make up a particular release of pIeces foregoingnewew and relireproject planUpdate Risk Issue, Decision, Actions, Charges ltloAcl in Staitplow

How in II done?

Daily stand-np meetings

Whit did you do yesterdaywhai mill ron do todayWhal road blocks are In she new

Onsie and remote conpulcuncy help to enable ate customer's udnninistratots on the delivrrables in scopeColluboation is she Project sean,

Whn does what? terniceplow technical cornsultu net mill guide and enable cusnonnet system adminislrators and technical resources

Custornrer syslernn ndmirsislrators will be searried with she Servkeeom technical consultant

Wines ads thingshappen

5-up itt omelete ued users beef been succe-.olally loaded

servicenwwTime arid Materials

Professional Seniltes - Statement of Work

Page 2 of 3 tprn,icehow I' ropnielary and Co's Is deinli,

servicenewTime and Materials

servicenww

ServiceNow Inc.

Mcc ma

-a.uuo,eeO&exLna i&eabe

Exhibit B

Quicfcstart Implementation Package irscludin Service Catalog & Request Management

5t'DeT'asLOH

PODUst


Managing theProduct Backlog

Page 12 (version 1t/12/2012(

Formatted: Font: (Default) +Ry (CalibrI),Pt

What is requi red?

Training forthe customer's Process usersProcess User ore-production tesung & re-workSo-live checklist completedCustomer end user Bre-prodtictton testingGo-live

Customer participates in engagement survey to provide feedback to ServiceNow about the proiect

Row to it done? Testing done against the criteria onech Scrum story (the customer owns the test plans / use casm)

vino does what?

Servlcewow technical consultants and the custome, system adrninietraeoe, are re-workirax issues discovered ire pre-production testingSea-vicewow engagement manager works web the ranSom,, daring pre-pa-oducason testingasdrondvrbgo-tb-echecklist

The rat, tome, set upcornmuaoiratiorr pleats

when things writ

happen?Alter Serum re osarernients are completed.

QuickStart Deployments

QuickStart Deployments deliver basic functionality as described in the QuickStart Process Guides forthe above ServiceNow applications. ServiceNow certified professional services consultants will workwith the customer to implement the applications with limited modifications as described below.

Incident, Problem, Cha rige a lid C.ontigu I a tici n M aitage rile at (I PCC) rn pIe men tation

ServiceNow will work with the Customer to implement tile ServiceNow Service Automation Platformand the pre-delined processes for the Incident, Problem, Change and Configuration Management

Applications. Workslsops are conducted tor each application to review the Quickstart process guidesand document the allowable modifications as described below. SerAceNow consultants will worktogether with the Customer's project manager and trained ServiceNow system administrator(s) tojointly configure the Customer's ServiceNow instance using the StartNow methodology as describedbelow.

Optional Service Catalog lmplenierltation

ServiceNow will work with the customer to implement the Employee Self-Service (ESS) portal andService Catalog. The ESS will include the items in the application baseline configuration ("out-of-the-

Incident Management / / coguro a formProblem Management / / confiture I lorm

date Management 'I' / configure I formconfiguration Management (cMOS) / V upload 3 csv files only, no configurationService catalog and RequestManagement

,,configures catalog 'tense, activate Employee

Self service less) portal

Quicicstart Best Practice Process Guides(electronic copy)

Serv,cei'low best practices for automating the IT5M process, process gosls andobiectives, relationships with other processes, process flows and processcontrol. Process roles and responsibilities are delalied and summarised In atAd rsatrio. Aligned with ITiL. 20tt,

Procets User Training Materialselectroniic copy)

Pre-puctaged training content bails ior Procesi Users of the serviceelowService Automation Applications.

configuration Decisions and Actions Documented in the customer's Instance

The following deliverables are included in Quickstart Deployments for the n-scope applications exceptConfiguration Management:

Deliverable Description

Overview

QuickStart Deployments offer tine customer the ability to quickly implement an initial discrete phase ofServiceNow Service Automation Applications. ServiceNow QuickStart implementations use pre-defined, modular implementation packages based on ServiceNow Process Best Practices arid includevery minimal configuration of the ServiceNow Service Automation Applications. Two availableQuickstart Deployment options are summarized below for both the QuickStart for Incident, Problem,Change and Configuration Managensent (IPCC) and QuickStart for IPCC + Service Catalog:

ipcc, ServiceserviceNoW Application Ipcc catalog Deployment Description

servicencw'Time and Meterials

ProfessIonal services statement of Work

servicenern Quickstart DeploymentsService Description July2Ola

servcenøwTime and Materials

Professional Services - statement of Work

servlcenbw QuickStart DeploymentsService Otecription - July 2013

4

Required Cttstomer Rescsulces

Customer will provide tlte following resources and make them available throughout the duration theproject (note that multiple responsibilities may be filled by the same customer personnel):

Pt c-Requisites and Scope Definition

The Quickstart approach inquires the customer's active participation and cooperation for projectsuccess. The following requirements must be met:

Connectivity between the ServiceNow instance and the tOAPS source must be completed bythe customer before the engagement begins.

Customer will provide the required resources as detailed herein and ensure active participationof its designated personnel.Customer is responsible for the definition and the documentation of the business processeswithin the scope of the implementation and implementing all business process changes in thecustomer's business envirodment that are requited to support the implementation.Customer is responsible for testing prior to production deployment.Customer is responsible for End User training (Process User training is provided as described).Clearly detined and documented functional requirements are completed during the Discoverphase and documented in the StartNow Application.Customer shall provide ServiceNow with access to their instances.

Customer makes available appropriate technologies for remote work.

Project Manager hisfe overall responsibility br the pto1ect and med regularly wish the Servicehowengagement manager to review orogress and resolve issues.

Technical Resource(s) Raestrrelsl with ITIL snd aavsscrmpt expertise to accommodate the tcope of theiniplemencacion and to supporc the pint confrguratisn. support agreed incegracion withweb neralces and XML experience.

Syaeem ,Adanioissrafors At least 2 ctseomer vystens administrators mum complete the Servicehosv Administrator

Training course (sold teparateiyj no later that the beginning of the Prepare phase and beavailable throughout the duration of the deployment.

Procrtt owner(s) subiect matter expertja( reaponnible for the correct end complete definition titheprocess implemented within tht purchased servicewow Application.

Process User Trainers up to 15 customer trainers will receive the one-time process user training and then beresponsible for srainirg the customers Process users. Should complete all aIx 161modules of the servicei'low toundaciont online learning course nrior to training.

em

Engagement Manager Lead project planning, provide implementation espenise, bElow the Quickstattdeployment project plan, allocate appropriate resoorces from servicehova, and act as atingle otint of contact. Facilitate weekly status call to track the target project progress.

Technical consultant(s) Undertake the application configuration and attist with knowledge transfer to the

cc srpm e r.

TraIning consultana Manage procest user training content development and coordinate the tr-in- the-trainerdelivery

Service Description July 2013

0:5-sire visits Will be defined during tine kick oFf, works hopc ian tine Plan phase. Customer's project

manager and ServiceNow engagement manager will manage on-site engagements in order to

avoid extensive travel time.Customer will supply all information to be imported in a supported format (as listed on the

ServiceNow Wild). ServiceNow will not be responsible for data modification, cleansing oralteration beloect, during or after importing data, customer is responsible (or integration toadditional systen-ss,

The following advanced custonlizations are not included:

Script Includes

UI Macros

UI Pages -

Jelly Scripts

CMS customization of CSS or HTML

The following services are not included:

Unit testing, performance testing, security testing, and integration testingData conversions lrom other systems )i.e. legacy systems)

Additional trainingGo-live support beyond the first day

Technical Defi lii tb 15

Please refer to the ServiceNow Wiki for technical definitions br the ServiceNow Service AutomationApplications and ServiceNow Service Automation Plarform Suite at httwllwiki.service-now.com.

tY':" --sTtOaaed ors 11* scope of services and assompsions set forth above, the servJces heresn shall be perlormed on a fixed pricebasis plus expenses staled on lire ordering document, customer street ro pay the reral fee amount on tine nrderinedocument regardless ot the total nurn'oer ol eflort days Senticeniow salter to complete the ptolect, Serutceniow will pcovidethe services as described herein liniLted to those ordered on the ordering document: (II If Cuttemer Ii purchasing directly

trom Serv,ceNow, on the terms and conditions in the Order Form and the Master Ordering Agreement incorporated byreference herein frons http://vnew.servicesow.comfschedules.do; or lill It customer is purchasing from a senIiceNOW

authoriled reseller "Reseller", on the terms end conditions In the use authorization as Issued by ServiceNow. A5.L OROeRSARE NoN-cnNccu,ABLE, NONAtfUNDABLE, ANO NOT 5UGJtT TO ACCEPTANCE. ALL services WHtN ORDERED AND

ACCEPTED By SERVtCENOW MUST BE CON5UMEO WITHIN 12 MONTHS FROM THE EFFEcTIvE DATE OF THE ORDERING

DoCuMENT, SERVICES ARt NOT lrHcwOtO IN THIS OFFERING UNLtSS sPECIFIcALLY IDENTIPtO AS INCLUDED IN' THISDOCUMENT. ANy PURCHAsED AND UNUSED sERvICEs SHALL EXPIRE WITH NO FURTHER CREDIT DR REFUND AND SHALL

HAVE NO VALUE THEREAFTER, customer shall reimourse serviceNow or Reneller for all authorized, reassnable and

veritralale travel ecpenses Incurred ds,ri,nt the performance of Ehe ProIestionaI aerv,ces, training and other services.

For scheduled service days that are canceled or rescheduled by customer with fewer than ten p01 busIness days priorwritten notice to serviceNow, customer shall be charged end pay for lal any travel espenses that cannon be canceled orrelunded, and Ib) the canceled/rescheduled service days it SenvlceNoe, is not able to reassign the personnel to anotherprolecs. For the purponet ot this section, emaIl to she serviceNow personnel assigned to this plo1eco will be sufliclent aswrlrlerr nollce.

servicenøw lime and MaterialsProfessional services - Statement of Work

servicenow QuickStart Deployments

Exhibit C

Discovery Implementation Seraices

Dye, view

ServiceNow Discovery Iniplemonsacion Services offer assistance to custc,rners who are irnplonientingthe serviceNow Discovery Application, Services available include remote assistance in the initialinstallation and configuration of Discovery arid guidance in the technical configuration of theSereiceNow Asset Management Application. ServiceNow offers these services in the Essential aridEnhanced packages as described below.

Essential Enhanced

appecerian Implenienteuen -

Guiderice describes the services offered by SeiviceNow in answering questions the customer has whenthe customer implements and configures Discovery.

Assiscaisce describes the services offered by ServiceNow in answering questions from the customer andin providing remote hands-on assisrance given to the customer in setting up, tuning and configuringDiscovery.

A "Discoverable Device' is a device discovered by the ServiceNow Discovery Application with a uniqueIP address.

Discovery fissenf ia liii p1cm f'flta lion Services

The Essential package includes:

Discovery Rein ace seas ant in he' padsarscedlmpleossntaliorr administrators in rile initIal

iristaliatlen and ceeliijurarion efthe Discovery Afvplicasion,Prepares i lie dun omeradministraror to uillire aedmaintain their 0 score rydeelovmvet.

Servicehow, Inc.

Sevieaefthc. predacr ,ciiilecture and best practices ordepiayniens optionsSeview eli oral requirements anti offer guidance on thepiarforntca abilities to meet thin sameAnsWer questions asked vise mail or phone regarding theinitial configuration of the Discovery ApplicationAssistance in diagnosing corn mon errors

Page 16 (versIon 11/12/2cl.2

Asset Managereeni N or included Guidance

service Delivery IoraOiee Remote RemoteDiscovery med Practices Techarricai w orkshei p Lncluded included

-con/ieunetlanSPcvfccs. -- .....c-.'''--.'- ...... .:.,:,:i-,,s-e ... ,'c ..'ii,..Discovery configuration Gui dance AssistanceMID Sersee Placement and Tuning ouidance AssistanceIP Ajincalion Guidance Assistanceniscovery schedule. Execuilori Planning Guidance AssisianceOevicesancleaded'''"is,is. -vY'' ....a. 'c'' sri-i. '-l.a .iJ-i. sca..r,.fla:cWMr Enabled Windows OS servers/crests Lncluded inducedasia enabled unite Systems (unur/HPux/Aixisotarisfnsx) included included

5NMi coaled Network Gear (Routers/switches land Powering Devices (ur's/inoul included Included

serviceriew Discovery Implementation Servicesservice oeicri price ApriL ?0t3

Discovery implementation Services

Discovery ride

Total Discovers hie Eaceices <10,000 <10,000

servicencwTime and Materials

Professional sersicea- Ssaten,ent of Work

Discovery En h-a riced I nop! en ret ta lion Se i-vices

The Enhanced package includes:

Discovery temon eseotsons to help advancedImplementation administrators in the initial

installation and configuration ofthe Discovery Application.Prepares the customeradministrator to utilize andmaintain their Discoverydeploy ment.

Review of the product architecture and best practices ofdeployment optionsReview oflocal requirements and offer guidance on theplatform capabilities to meet the tameActive assistance and development in the initialconfiguration of the Discovery Application, MID serverplacement and tuning IP allocation and Discovery scheduleexecution plantingAssistance in diagnosIng common error

High-level guidance in:MID server management for the host and the applicationProbes and nentortTroubleshootingDaily activitien to maintain the Discovery application (eg..checking logo, monitoring actIvity etc.)In the implen,entaiion of Asset Management Application

Asset Remote tess inns to provideManagement direction in implementing thetmpiementation serviceNow Asset Management

Application

High-level guidance intnd-to-end lofe cycle theoryData contained in the CMDB and how that data is used andinteracts wIth the procestet In che Asset ManagementApplication

ServiteNcsw Provided Resottrces

ServiceNow wi II provide the following resotarcea for all of the described Discovery implerstentationServices:

Deliver the specified services and/orProtessionat ServiceCon eu It a n to

tervicetkow, Inc.

2

orkshops from ServiceNo

professional Services Statement of Work

Page 17 loemolon 11/12/2tt2)

servicenwwrime and Materials

Best Practice Hands-on training in best practicesWorkshop for utilizing olscovery and its day'

to-day management

servicenww Discovery Implementation ServicesService Description - .Opial 2013

Best Practice Hands-on training in ServiceNo High-level guidance In:Workshop bent practices for usilinisog MID Server management for the host and the application

Discovery and Its day-to-day Probesand sensorsmanagement. troubleshooting -

Setting up daily activities to maintain the DiscoveryApplication leg., checking logs, monitoring activity etc.)

3

Profesalonal Services Statement of Work

Requi ed Cu stonier Re sol rc es

customer will provide the following resources and make them available throughout the duration of theproject (note that multiple responsibilities may be filled by the same customer personnel):

Prerequisites tot Discovery Implementation Services

Before ServiceNow can begin any Discovery Implementation Service, certain tasks must be completed

as stated below:

SenliceNow platform implementation completedAppropriate Discovery environment and access established

Logical IP access to MID Server host(s) with relevant Tcp/IP access to targetsRequired credentials to systems and devices granted

Ability to deploy necessary troubleshooting tools

If customer would like ServiceNow to provide services to implement and configure Discovery beyondthe services described in this document, the parties will sign a staremenr of work (or rhe Service.

eased on the tcope of services and asssmptions set forth above, the services herein shall be performed on a toed pricebasis plus eepenaea stated on the ordering document, customer agrees to pay the total tee amount on the ordtringdocument regardless of the total number ot effort days servicehow takes to complete the project. serviceNow will providethe Packaged Service as described herein limited so those ordered on the ordering document: (i) if customer in purchasingdirectly front Servicehow, on the terms and conditions in the order rorm and che Master Ordering Agreement Incorporatedby reference herein from I, tfjJ:/Lramsv service's ow.csrrtjsrlie,tuies.do' or Ia) If cuotomer Is purchasing from a servicehowauthorined reseller ("Reselier"l, on the terms and condit,ona in the use authorization as issued by Servicepow. All ordersare non-cancellable, non-refundable, and not sublecc to acceptance. All services when ordered and accepted by a signedordering document muvs be consumed within 12 months fronts the effectiee dote of the ordering document, Services areriot included in thie offering unlese specifically identified at included in ltols document. any cincaaed services shall espime withno further credit or refund and shaLl have no value thereafter, customer shall reimburse Servicehtaw or Reseller for allauthorited, reasonable and verifiable travel eapenses incurred durIng she performance of the professional services, trainingand other services.

ror scheduled service days that are canceLed or rescheduled by Customer with fewer than ten 110) business days priorwritten notice, customer shall be charged and pay for lal any travel espenses that cannot be canceled or refunded, and ib)the canceled,'rencheduled service days if servicef(ow is not able to reassign the personnel so another project. For thepurposes of thin aection, email so the serviceNow personnel assigned to this project will be sufficient as written notice.

servicencrrime and Materials

servicenew Discovery Implementation ServicesService Oescriptiors - input 2013

Mit

Projeci Manager A resource who will be responsible for the project, meet regularly with the serviceNowconsultant agree 10 the schedule and drive the actions.

Discovery Adninistrato, Must have uvOniting knowledge ol standard operating systems ltjnis/Windowal,functionality provided by network enabled devices (routers, twitches, printers, uPS), andapplications and devices communication over rcp/vop; ability to document sire specificcontigurasionss; ability to understand, create and modify JavaScript; ability to train othersto same administrative level; and enabled to request changes or modifications to localenvironment to support Discovery deployment.

System Admitlistrators At least 2 customer system administrators with serviceNow Administrator training orequivalent ecperience must be available throughout the duration of the deployment,

p,ocess Ownerls) Subject matter expei'ss responsible for the correct and complete definition of each of theprocesses implemented within the serviceNow platform.

Overview

ServiceNow Remote Admini5tration Seivices provide customers with access to a team of certifiedsystem administrators to provide technical guidance and services to maintain the customersServiceNow Service Automation Applications and ServiceNow Service Automation Platform Suite.

Remote AdrninLsfration Service Deliverables

The following deliverables are provided for all service levels of Remote Administration

Remote Administration Services Available

ServiceNow Remote Acistilnistration Services include the following:

Advisory and Guidance Activities guidance on teclsnical questions to provide advice on technicalconfiguration alternatives. ServiceNow can take customer developed use cases and generatetectinical configuration specifications which can then be impleniented.Maintenance and Sustainment Activities ServiceNow system administrator functions to configureServicefdow Service Automation Applicalions and Servicefiloss' service .Aulc'malion Platform Suite tomeet customer defined requirements.Enhancement and Development ActivIties - technical configtiration support fnr customer or thirdparty led llrlplertlentation prcsjects to deploy additional application functionality as defined by ttlecustomer.

Exanaples of available Remote Administration technical request types are listed below:

Servicehow, Inc.

Eshibit 0

Remote Admin Post Implementation Assistance

Remote Services Report Monthly Provides details on all requests macic to she Remote Aslsniniattatlon Serviceand includes, bosh open and closed requests br the pam month.

Hours Balance Report Monlhly Statement of bouts used and any h ours available for rallover

Page 15 Ivertion 11/12/2012)

.ExomØlea of Techsncat Request Types Available 'f' i'_'users, Groups & Role Adrniniatr.tlon create/modify users

Create/modify groupscreate/modIfy rolesuser roles audit reporting

incident, Problem and changeManagement

PersonalIze listscrease/madly5 filters

WortftosadtPersonalIze forms

cMos ' cteaie/nsodlfy tonfiguralion ItemI Cl

cteale/m odlfy Cl map

Service canalog and RaqusatManagement

Create/readily catalog Itemcreale/modify approval werkilows

a creame/modlly order guldea?bundles

servicenøw Remote Administration Servicesservice Description July 2013

Remote Administration Services

Hours Balance On Demand Online view de tailing how many hours are rent doing fort he current month.

servceriwwlime and Materials


Remote Administration Service Process

Once the Service is initiated and the personnel designated by the customer to tile the Service('Designated Requesters") are trained on the use of the Remote Administration Service, DesignatedRequesters Can initiate a request for Remote System Administration Services. ServiceNow will usereasonable efforts to provide an estimate of the hours required to complete the request within 16business hours. Upon completion of the requested Services and after the customer has confirmedcompletion, ServiceNow will close the request linci update the balance of available hours.

SrrrviceNow clovesrealtietl rsrscl

,eportsoirrrtjmbesof hours worlso,l

cuss noses ronlsrrnscompletion

Customs riniI rqLsosl iroinssemi cHow

designulesl system

2

Se rvlc p N owetcluieles effort tocoiimplere repents

5 ervire Nowrompleles request

professional services - statement of Work

ExamptesaftechflicalReqritS&Typess4va//abk rilnowledge Management Aild knowledge articles 10 the

Knowiedge Base

Import knowledge articles

Importing and EMport)lng Oar. Create/modify dare err ports arsdtransform maps

Import dare from a lIar file

lntegraIiormn loan external datatource are eacluded

Events & Notifications Create/modify email nolificaliontBusiness fitsies oevelop/evaLuale/sspdure butinets rules

Workflow Oevelop/evalsiate workflows

Javascripl Client and server scripting

SLA Create/modify StAsNotilicatiuns Crease/modify ernait notilicafions

Email Actions Create Inbound email Create outbound email

Reports & Homepages Create/modify reporltCreate/modify gauges

create/modify homepagos

user Interface Crease [mployee Self service Porsal

create/modify C55 and HTMLa

Create user interlace for5ervicehow platform

Create localization

social Aclivate Live reed Activate chat

servicerniwTime end Marerlein

servicefleiW Remote Administration Servicesservice Description july 2013

Remote Administration Services Prerequisites

The customer must complete atid maintain the following in order for the Service to begin and continue:

The customer's production and sub-production instances must be remotely accessible byServiceNow.The customer must have access to the ServiceNow technical support system (HI).

The customer Shall assign and conimunicate to ServiceNow the names of DesignatedRequesters.

Remote Administration Service Exclusions

No integration configuration or implementationNcr Jelly Script configuration, creation or maintenanceNo Orchestration implementation or configurationNo Discovery or MID Server implementation or configurationNo lead roles in project based implementation

Remote Administration Service Packages

The following service packages are available as stated below.

Remote Administration Services Program Terms

a Each order shall be paid in advance and must be for at least three (3) months of Service('ses'iice Period").

The customer may purchase 10, 20, 40 or 80 hours of Services per month.For each month of paid Service, the customer may only carry over purchased and unused hours

from the previous month limited to no more than fifty percent 50%) of the purchased hours asstated above in the row "Maxinitim unused Hours Available from Previous Month."The customer may not use the purchased hours front the next subsequent month to pay for theServices provided in the current month.The customer shall assign and communicate to ServiceNow the names of DesignatedRequesters who are authorized to contact ServiceNow and are responsible for making requestsfor service and confirming completion of the requested work,The customer may upgrade to a different available service level during the Service Period andpay the difference in service fees. A credit will be calculated for the purchased and unusednumber of hours. The customer will then be enrolled under the new service level for at leastthree (3) months of Service starting from the next subsequent hilling period. The customer maynot change to a lower service level after purchase.It the customer has a request that needs to he completed in a given month for which there arenot enough hours remaining, the request can be completed at the customer's direction and the

3

'SenAte Package optidni, 7'-:- --,''

Hourspermonth 10 20 40 20

besignated Re questers number of customer personnell 2 2 2 2

Rollover Hours Imatimum unused hours available from previous morsthl 0 10 20 40

servcenww'Time and Materials


servtenww Remote Administration ServicesService Description - July 2013


excess louis will be billed to the customer at the end of the month at ServiceNow's service rateas stated in the ordering document, The customer shall pay all amounts within thirty (30) daysafter the date of invoice unless staled otherwise in the applicable ordering document.

The Services are not available to: (i) customers not hosted in a ServiceNow data center; or (ii)customers requiring security clearance. These Services are available only in the United States, CanadaBrazil and Australia. Remote Administration Services are provided in English only.

ServiceNow does not guarantee that certain designated ServiceNow personnel will be assigned to thecustomer's account. ServiceNow may at any time subcontractor delegate in any manner any or all of itsobligations hereunder to any third party or agent.

Customer afrees to say the total tee amount on the ordering documrtenl. ServiceNow will provide the Services as descrIbedherein trnited to thore ordered on tire ordering docurrnenr: Ii) if Cuscorner in purchasing directly from ServiceNow, on theterms and conditions In the Order rorm and tire Master Ordering Agreement Incorporated by reference herein fromhtlp://www.setviceriovi.corn/schetlulec.tfo' or lii) if customer is purchasing from a serviceNow authorized reseller

'Reseller"), on the terms and conditions in mire use authorization as issued by ServiceNow and the Subscription ServicsAgreemest inrnrporated by reference herein from http:/fsaAvw.servicenow.comn/schedules.do. ALL OROER5 ARE NON-CANCEtLABLE, NONREFUNOABLE, AND NOT SUBJECT TO ACCEPTANCE. Atr SERVICES WHEN ORDERED AND ACCEPTED BY

SERVICENOW MUST BE CONSLJMEO WITHIN THE SERVICE PERIOO IN ACCOROAhCE TO THE TERMS STATED HEREIN.

SERVICES ARE NOT IPdCtUDEO IN Tuts OrrERING UNtESS 5PECIFICAI,LY IOENTIrIED 15 INCEUDEO IN THIS DOCUMENT. IN?

PURCNASEO AND UNuSED SERVICEs SHALL EXPIRE WITH NO FURTHER CREDIT OR REFUND AND SHALL HAVE NO VAtUE

THEREAFTER IN ACC0ROANcE TO THIS DOCUMENT, Customer shall reimburse ServicsNow or Reseller for all autlsorired,reasonable and verifiable trevel expenses incurred during the performance of the professional services, training and otherservicet.

Servicelvow, let. Page 22 (version 22/22/20121

servicenøwTime and Materials

servicenc.'w' Remote Administration ServicesService Description July 2013