Partner Implementation Services Agreement

Last Modified: September 22, 2025

THIS PARTNER IMPLEMENTATION SERVICES AGREEMENT (this "Agreement") is effective (the “Effective Date”) as of _________________________ between Netenrich, Inc. (“Provider”), a Delaware corporation, located at 2590 N. First Street, Suite 300, San Jose, CA 95131, and _________________ (“Partner”), a ___________________ company, located at _______________________________________. Provider is a Google Cloud SecOps Partner certified for implementing Google’s security operations platform, Google SecOps, and Partner wants to engage Provider as a subcontractor to perform such implementation for Partner’s customers, as listed in an Order, under the terms of this Agreement.

STANDARD TERMS AND CONDITIONS

1. DEFINITIONS

“Confidential Information” means any non-public information about a party's business, in any format, that is considered confidential or proprietary, whether marked as such or not. This includes trade secrets, inventions, software, technical processes, business plans, and any other business information that should reasonably be recognized as confidential. It also covers information received from third parties that is identified as confidential. For the purposes of this Agreement, the Confidential Information of a Customer shall be considered the Confidential Information of Partner.

“Custome” means the customer of Partner listed in an Order for which Provider is performing the Services.

"Intellectual Property Rights" means all worldwide rights, both tangible and intangible, including

(a) copyrights,
(b) trademarks and trade names,
(c) trade secrets,
(d) patents, designs, algorithms, and industrial property, and
(e) any other intellectual or industrial property rights, whether established by law, contract, or license.

"Order" means a written description of the Services to be provided by Provider to Partner and may be in the form of an order form, purchase order, statement of work, or other document agreed to by the parties.

“Services” means the services to be provided by Provider to Customer as a subcontractor of Partner as set forth in this Agreement and in each Order, and may include implementation, support, and engineering services.

“Specifications” means a description included in an Order of specific Services to be provided, when applicable.

2. SERVICES

2.1. Provision of Services. In consideration of payment by Partner of the fees set out in an executed Order, Provider shall provide the Services described in each executed Order.

2.2. Partner’s Obligations. Partner shall cooperate with Provider, and as necessary, obtain cooperation from Customer, by: (i) providing necessary information and completing required tasks to meet the schedule in an Order; (ii) obtaining any authorizations for Provider to use information provided by Partner or Customer and to access Customer’s systems; and (iii) designating a representative authorized to make decisions on Partner’s behalf regarding the Services.

2.3. Google SecOps Purchase. Google SecOps may be purchased for resale directly from Google by Partner, Partner may coordinate a purchase Google SecOps by Customer directly from Provider, or Customer may arrange for its own purchase of Google SecOps. However, Provider gives no warranty for, and shall have no liability arising from, the purchase or use of Google SecOps, whether as relates to performance, indemnification, support or otherwise.

2.4. Partner Delays. If the Partner or the Customer delays the Provider’s Services for any reason, such as: (i) not cooperating or responding to Provider’s reasonable requests, (ii) not providing required information on time, or (iii) missing deadlines to approve Services, the schedule will be adjusted. The Provider will have a reasonable amount of additional time to complete the Services based on the delay caused by the Partner's or a Customer’s actions or inaction, and the Provider shall not incur any liability on account of such delay.

3. ORDERS

Services under this Agreement will be outlined in an Order, which will specify the Services, the applicable Customer, pricing, payment schedule, any special terms, and, if applicable, detailed Service Specifications. If there’s a conflict between the Order and this Agreement, the Order will take priority. An Order must be signed by both parties to be valid.

4. PAYMENT

4.1. Service Fee Payments. Partner agrees to pay Provider the fees specified in an Order. Late payments on undisputed amounts may accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is lower. Partner will also reimburse Provider for collection costs, including attorney fees, for undisputed overdue payments. All payments must be made in U.S. dollars. If payments are late, Provider may suspend Services or terminate the Order or Agreement per Section 8.2. If Partner orders the Services through the Google Marketplace, payments will follow the Google Marketplace’s terms. Partner’s obligation for payments is not contingent upon receipt of any corresponding payment from a Customer.

4.2. Reimbursable Expenses. Partner shall reimburse Provider for pre-approved out-of-pocket costs and expenses incurred by Provider in performing the Services under this Agreement.

4.3. Taxes. Partner will pay or reimburse Provider for all taxes and duties, except Provider’s income taxes, arising from Provider’s performance under this Agreement.

5. OWNERSHIP RIGHTS AND LICENSES

5.1. Mutual. Each party shall retain exclusive ownership of its materials, information and technology, and any derivatives thereof, including all Intellectual Property Rights therein.

5.2. License Rights. For any configurations produced by Provider specifically for a particular Customer during the provision of the Services, Provider hereby grants to Partner the right to sublicense only to such particular Customer a perpetual, worldwide, royalty-free, transferable, and non-exclusive right and license to use such configurations for the Customer’s internal business purposes. Partner shall have no independent right to use such configurations except on behalf of such particular Customer.

5.3. Feedback. Partner may provide feedback or suggestions for improvements to the Services. Provider may decide whether to use these suggestions and may use them freely in its products and services without any obligation to compensate Partner.

6. WARRANTIES & INDEMNIFICATION

6.1. Mutual. Each party warrants that: (i) it has the authority to enter into this Agreement and Orders, (ii) it is legally established and in good standing, and (iii) entering into and performing this Agreement will not breach any agreements or laws applicable to it.

6.2. Warranty of Performance. Provider warrants that the Services shall be provided in a professional and workmanlike manner by properly skilled personnel.

6.3. Provider’s Non-Infringement Warranty and Indemnity. Provider warrants that the Services will not infringe the Intellectual Property Rights of any third-party. Provider will defend Customer and its personnel against any third-party claims alleging that the Services, when used by Customer in accordance with this Agreement, infringe the Intellectual Property Rights of a third-party, and Provider will indemnify Customer against any liabilities, damages and costs (including reasonable attorney fees) resulting from such claim. This warranty and indemnification do not apply if the infringement is caused by: (i) modifications made to the Services by Customer’s employees, agents, contractors, or assigns, (ii) specifications provided by Customer, (iii) third-party materials, components, or Customer Information used or combined with the Services, or (iv) use of the Services not in accordance with this Agreement. If Provider reasonably believes that an infringement claim is likely to occur, or if an infringement claim is made, then Provider may at its option either: (i) modify the Services to eliminate the infringement, (ii) secure the right for Customer to continue using the Services, or (iii) terminate the Services and refund fees associated with the infringing Services as follows: for subscriptions, refund any unused prepaid fees; for one-time payments, refund fees reduced by three-year straight-line depreciation. This warranty and indemnification do not cover third-party services or products sold or provided to Customer.

6.4. WARRANTY DISCLAIMER. EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND. PROVIDER DISCLAIMS ALL EXPRESS, STATUTORY, OR IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR EQUIVALENTS UNDER ANY LAW. PROVIDER DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE ACCESS TO THE SERVICES OR THAT ALL DEFECTS WILL BE CORRECTED.

6.5. Conditions to Indemnity. In claiming any indemnification hereunder, the Partner shall promptly provide the Provider with written notice of any claim which the Partner believes falls within the scope of this Section 6. The Partner shall, at the Provider’s expense, reasonably assist in the defense of such claims, provided that the Provider shall control such defense and all negotiations relative to the settlement of any such claim, and further provided that any settlement intended to bind the Partner shall not be final without the Partner’s prior written consent, which shall not be unreasonably withheld.

6.6. LIMITATION OF LIABILITY.NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BUT SUBJECT TO SECTION 6.7 HEREOF, NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY FORM OF INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BUT SUBJECT TO SECTION 6.7 HEREOF, EACH PARTY’S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE VALUE OF FEES PAID TO PROVIDER BY PARTNER UNDER THE APPLICABLE ORDER UNDER WHICH A CAUSE OF ACTION ARISES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ANY OTHER TORT.

6.7. EXCLUSIONS.THE FOREGOING LIMITATIONS OF LIABILITY IN SECTION 6.6 HEREOF SHALL NOT APPLY TO: (I) A BREACH OF CONFIDENTIALITY UNDER SECTION 7 HEREOF; (II) THE INDEMNIFICATION FOR INTELLECTUAL PROPERTY RIGHTS UNDER SECTION 6 HEREOF; (III) A VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (IV) A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; OR (V) TANGIBLE PROPERTY DAMAGE OR PERSONAL INJURY RESULTING FROM A PARTY’S NEGLIGENCE.

6.8. FEES FOR THIRD PARTY PRODUCTS. FOR CLARITY, THE PARTIES UNDERSTAND AND AGREE THAT THE CALCULATION OF THE LIABILITY CAP IN SECTION 6.6 DOES NOT INCLUDE ANY AMOUNTS PAID TO PROVIDER FOR THE RESALE BY PROVIDER OF GOOGLE SECOPS TO PARTNER.

7. CONFIDENTIALITY

7.1. Non-Disclosure of Confidential Information. CPartner and Provider acknowledge that they may receive or create each other's Confidential Information during this Agreement. Both parties agree to protect this information with at least the same care they use for their own confidential information, and no less than reasonable care, to prevent unauthorized disclosure. Neither party will disclose, share, or use the other party’s Confidential Information for any purpose other than the work under this Agreement unless authorized by the owner. Both parties will ensure that their contractors who access Confidential Information sign confidentiality agreements and understand their obligations under this Agreement. If a separate non-disclosure agreement exists, its terms are replaced by this Section for disclosures made during this Agreement.

7.2. Disclosure Exceptions. Confidential Information does not include information that: (a) is public or becomes public without a breach of this Agreement, (b) was already in the receiving party’s possession before disclosure, (c) is lawfully obtained from a third party not bound by confidentiality, or (d) is independently developed by the receiving party without using the disclosing party’s information. Confidential Information may also be disclosed if required by law or legal process, as advised by legal counsel.

8. TERM AND TERMINATION

8.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 1 year. Thereafter, this Agreement shall renew automatically for subsequent 1-year periods unless either party provides written notice no less than 60 days prior to a renewal date. The expiration of the term of this Agreement shall not affect any then outstanding Order, which shall continue under the terms of this Agreement until the completion of such Order.

8.2. Termination for Cause. Either party may terminate this Agreement or any Order for cause if: (a) the other party materially breaches its obligations and fails to remedy the breach within 30 days of receiving written notice, or (b) the other party files for bankruptcy, becomes insolvent, assigns assets for creditors, discontinues business, or has a receiver appointed, and these conditions persist for 60 days.

8.3. Effect of Termination. Upon termination of this Agreement, except as applicable to then outstanding Orders, Provider shall cease providing Services and Partner shall immediately pay Provider any amounts owing for Services provided or as may otherwise be required under the terms of an Order.

8.4. Survival. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

9. MISCELLANEOUS

9.1. Status of Parties. Nothing contained in this Agreement nor the performance hereunder shall render Provider, its employees or contractors to be an agent, employee, joint venturer or partner of Partner. Neither party nor any of its officers or employees shall have authority to contract for or bind the other party in any manner and shall not represent themselves as an agent of Provider or as otherwise authorized to act for or on behalf of Provider.

9.2. Force Majeure. Except for payment obligations, neither Provider nor Partner will be held responsible for failing to meet obligations under this Agreement if the failure is caused by events beyond their reasonable control. This includes, but is not limited to, natural disasters, equipment failures, power outages, government actions, civil unrest, war, strikes, pandemics, or transportation issues.

9.3. Notices. Notices may be sent under this Agreement by standard post, overnight mail, personal delivery, email or facsimile, and shall be effective upon verifiable receipt.

9.4. Severability. If for any reason any provision of this Agreement shall be deemed by a court of competent jurisdiction to be legally invalid or unenforceable, the validity of the remainder of this Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law, and, in its modified form, such provision shall then be enforceable and enforced.

9.5. Entire Agreement. This Agreement is the entire agreement between the parties hereto as to the subject matter herein, and supersedes all prior written or oral negotiations, representations, warranties, statements or agreements. This Agreement may only be amended by an instrument in writing executed by all parties hereto.

9.6. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California, without reference to conflict of law principles. The parties agree that the United Nations Convention on Agreements for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from this Agreement. The parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in and exclusive to the state and federal courts located in Santa Clara County, State of California.

9.7. Waivers. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party against whom enforcement of such waiver is sought.

9.8. Counterparts. This Agreement may be executed in any number of counterparts, but all counterparts hereof shall together constitute but one agreement.

9.9. Assignment. Neither party will have the right to assign, pledge or transfer all or any part of this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that either party may assign this Agreement without the other party’s consent to an affiliate or to an entity that purchases substantially all of the assets or equity of the business unit of a party responsible for the performance of this Agreement.

9.10. Export Compliance. Services may be subject to export laws and regulations of the United States, and Partner represents that it and the Customer are not named on any denied-party list or located in an embargoed country, under the laws of the United States, and Partner agrees to prevent any usage that violates any United States export law or regulation.