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DocuSign Envelope ID:CAFE7F47-667A-4DCB-8308-4812EB80F267 <br /> NWN-CAROUSEL-SERVICES AGREEMENT <br /> One(1)day is equal to eight(8)hours of work.On site work is not offered for any of the services covered under this SOW. <br /> No After-Hours work is included in this SOW. All remote work,not including phone and email communication,will be billed in <br /> 30-minute increments. <br /> Phone/email will be billed to Licensee as time is spent. <br /> All indicated engagement durations are estimates only.Regular status updates will be provided so that budgetary impacts may be <br /> monitored as work progresses. In the event that Licensee requires a change in the executed SOW for this project that would <br /> impact the necessary resources or the definition of the nature of the work commitment,the parties will negotiate and document <br /> such a change in requirement through a written,mutually executed Change Order. <br /> Rescheduling Services <br /> Upon the execution of the SOW by Licensee and NWN,a start date will be mutually agreed to by both parties.Services are <br /> expected to commence on,and continue from,that date. If Licensee wishes to reschedule Services from any date(s)set forth in <br /> the executed SOW,Licensee must provide NWN with written notice thereof no less than three(3)business days before the <br /> originally scheduled date(s). If Licensee reschedules Services with less than three(3)business days of notice,Licensee shall be <br /> charged an agreed liquidated damage in an amount equal to fee paid or payable for half the amount of time cancelled. <br /> 2) Assumptions <br /> a) Varonis personnel will perform all design, installation and configuration work at Varonis' premises when <br /> possible using remote access. <br /> b) Varonis must notify Licensee as soon as reasonably possible of any project delays. <br /> Fees&Payment Terms <br /> Services Fee: For the professional services described in the Description of Services section above, <br /> Licensee shall pay the applicable services fee. <br /> Additional Services Fee: For any additional work beyond the services described above,an additional order will be <br /> submitted by Licensee,and License shall pay the applicable services fees,plus reasonable <br /> and customary out-of-pocket expenses. <br /> Service and Training Fees shall are payable within 30 days following the issuance of an invoice by NWN. <br /> Term <br /> This SOW will commence as of December 31,2021(the"Effective Date")and will continue through June 8,2022. <br /> Services purchased by Licensee pursuant to the terms of this SOW shall be deemed provided by Varonis within six 6 months from <br /> the purchase of such Services,unless otherwise agreed in writing between the parties. <br /> 3 <br /> ©2019 NWN Corporation.All rights reserved. Third-party trademarks mentioned arethe propertyoftheir respective owners <br />