DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

Proofpoint Channel Partner Agreement

Signature Page

S21sec
1. Legal Name of Channel Partner:

2. Address of Channel Partner:

3. Applicable Agreement:

× Proofpoint Channel Program Terms and Conditions

× Proofpoint Channel Partner Program Guide — Indirect Reseller EMEA

4. Additional Terms:

Territory: Spain and

Portugal

In Process
Partner Program Level: Silver

The agreement constitutes the entire agreement between the parties concerning Channel Partner’s rights and
obligations. Notwithstanding any language to the contrary therein, no terms stated in a purchase order or in any
other order document shall be incorporated into this agreement, and all such terms shall be void. By signing below,
each party represents it has authority to sign on behalf of such party and it has read the agreement, understands it,
and agrees to be bound by it. The agreement will be effective as of the date of last signature.

PROOFPOINT, INC. CHANNEL PARTNER

By: By:

Joaquim Gorjao Henriques

Name: Paul Auvil Name:

Title: Chief Financial Officer Title:

Date: Date:
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

PROOFPOINT CHANNEL PARTNER PROGRAM TERMS AND CONDITIONS

Last Modified: August 2016

Welcome to Proofpoint’s Channel Partner Program! The following terms and conditions, together with any documents they
expressly incorporate by reference (collectively, this "Agreement"), governs the activities of anyone acting as a
Proofpoint, Inc. (“Proofpoint”) channel partner (“you” or “Channel Partner”). Please read this Agreement before you
register to become a Proofpoint Channel Partner. If you accept or agree to this Agreement on behalf of a company or other
legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this
Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity. By completing
the registration process for the Channel Partner Program and by signing the Cover Signature Page for this Agreement,
you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally
bound by these terms and conditions. If you have entered into a separate written agreement with Proofpoint, this
Agreement shall supersede your prior written agreement and will exclusively govern your relationship with Proofpoint.
Proofpoint may revise and update this Agreement from time to time in its sole discretion by posting such modifications to
this Agreement on the Proofpoint Partner Portal with the effective date posted on the top of the Agreement, "Last Modified
Date”. Your continued activity as a Channel Partner following the posting of revised Agreement means that you accept
and agree to the changes. If the modified Agreement is not acceptable to you, your only recourse is to cease acting as a
Channel Partner. All changes are effective immediately when Proofpoint posts them, and apply to all Channel Partner
activities thereafter.

1. DEFINITIONS.
1.1. “Appliance(s)” means the hardware appliance(s) containing the Software.
1.2 “Confidential Information” has the meaning set forth herein.

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1.3 “Channel Partner Discount” means the discount off the Price List for Channel Partner’s designated classification and level as
posted on Proofpoint’s Partner Portal or provided within the Partner Program Guide, which may provide differentiation based on
classification, level, registered versus unregistered deals, and product category, among other things. Discounts, levels, deal
registration and product categories may be updated at Proofpoint’s sole discretion on its Proofpoint Partner Portal from time to time.
Proofpoint authorized discounts are subject to participation and adherence to Proofpoint’s deal registration process. Proofpoint’s
deal registration processes are available for review in the applicable Channel Partner Program Guide. You are encouraged to review
the Proofpoint Partner Portal at least monthly to see the most current discount tables.
1.4 “Channel Partner Program Guide” means the then current policies and procedures posted on Proofpoint’s Partner Portal
and provided to Channel Partner that describe each type of Channel Partner’s (Direct Reseller, Distributor, or Indirect Reseller or
Proofpoint Enterprise Products, or Proofpoint Essentials as applicable) participation in Proofpoint’s Channel Program, which is made
a part of this Agreement by this reference.
1.5 “Customer” means a customer who purchases Proofpoint Products from Channel Partner or the person or entity to which the
Proofpoint Products are ultimately provided.
1.6 “Customer Agreement” means either (i) the clickwrap license agreement between Proofpoint and a Customer that is included
in the Proofpoint Products or (ii) a written agreement between Proofpoint and a Customer governing such use of the Proofpoint
Product.
1.7 “Demonstration Equipment and/or Services” means Appliances and/or Software used by Channel Partner (i) to demonstrate
Proofpoint Products; (ii) to allow potential Customers to evaluate Proofpoint Products; (iii) for Channel Partner’s internal training
purposes; and (iv) to provide technical support to Customers. Terms specific to Demonstration Equipment and/or Services may be
found in the applicable Channel Partner Guide.
1.8 “Distributor” means a Proofpoint Channel Partner who is appointed to distribute the Proofpoint Products to Distribution
Reseller and/or Indirect Resellers in accordance with this Agreement.
1.9 “Distribution Reseller” means a third party appointed by Distributor to resell Proofpoint Products directly to Customers in
accordance with this Agreement as a Proofpoint Indirect Reseller, or as otherwise expressly provided for Proofpoint Essentials.
1.10 “Documentation” means the standard user documentation for the Proofpoint Products that Proofpoint makes generally
available to its customers.
1.11 “Extension Term” means each additional period for which a Customer Agreement for a subscription based Proofpoint
Product, is extended pursuant to this Agreement.
1.12 “Indirect Reseller” means a third party appointed by Proofpoint to purchase Proofpoint Products solely from Proofpoint
Distributors and resell Proofpoint Products to Customers in accordance with this Agreement.
1.13 “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, Marks, trade
secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
1.14 “Initial Term” shall mean the first subscription period of a Customer Agreement for a subscription based Proofpoint Product
that is specified on Channel Partner’s purchase order for such Customer.
1.15 “Lead” means the name of a prospective Customer that has not previously acquired Proofpoint Products that is provided to
Channel Partner by Proofpoint.
1.16 “Mailbox” means a separate account on a Customer’s e-mail server for the receipt of messages or data within such
Customer’s e-mail system or network. Aliases and distribution lists, which are correctly configured as such by Customer, shall not be
counted as separate mailboxes provided each person who has access to such aliases and distribution lists has a separate account
on a Customer’s email server for the receipt of messages or data within such Customer’s e-mail system or network. For the
purposes of any resale of the Proofpoint Products named (i) “Proofpoint Enterprise Governance” and “Proofpoint Secure Share”,
such Proofpoint Products shall be sold on the basis of “Named User” which is defined as ‘Customer's employees, agents,
contractors, consultants or other individuals who are authorized by Customer to use the applicable Proofpoint Product on behalf of
Customer’, and (ii) “Proofpoint Essentials”, such Proofpoint Products shall be sold on the basis of Active Users which is defined as
number of users provisioned on Proofpoint Essentials for purposes of email filtering or interface access and as counted by
Proofpoint Essentials, and the definition of Mailbox in this Agreement shall not apply and any reference to “Mailbox” shall be deleted

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint
Channel Partners only. Copyright 2016 Proofpoint, Inc. All rights reserved.
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

and replaced with ‘Named User’ or ‘Active User’, as applicable.”

1.17 “Marks” means Proofpoint’s trademarks, service marks, trade names, service names, logos and designations in or associated
with Proofpoint Products or services.
1.18 “Price Change Effective Date” means the date thirty (30) days after written notice (which may be via email) to Channel
Partner by Proofpoint of price changes for the Proofpoint Products or changes to the Channel Partner Discount.
1.19 “Price List” means Proofpoint’s then current price list for the Territory, a current copy of which is posted on Proofpoint’s
Partner Portal, where the Price List will be the Proofpoint Enterprise Product Price List, Proofpoint Essentials Annual Upfront Price
List, and/or Proofpoint Essentials Standard Price List (monthly aggregated billing), each according to the applicable Channel Partner
Guide.
1.20 “Proofpoint Channel Partner Ordering & Payments Policies” means the then current payment and finance policies posted
on Proofpoint’s Partner Portal that describe Channel Partner’s financial and credit obligations, which is made a part of this
Agreement by this reference.
1.21 “Proofpoint Partner Portal” means the access to the Proofpoint Channel Program documents and information from
https://www.proofpoint.com/partners/partner-login.php.
1.22 “Proofpoint Products” means the Proofpoint products and services on the Price List.
1.23 “Prospect” means a prospective sales opportunity that Channel Partner identifies and registers with Proofpoint in accordance
with this Agreement.
1.24 “Public Software" means any software that contains, or is derived (in whole or in part) from, any software that is distributed as
free software, open source software or similar licensing or distribution models. Software does not include Public Software.
1.25 “Reseller” means a third party appointed by Proofpoint to resell Proofpoint Products to Customers in accordance with this
Agreement.
1.26 “Software” means the object code form of the proprietary software products owned or distributed by Proofpoint or provided as
a service by Proofpoint, including any updates and upgrades thereto, excluding Public Software.
1.27 “Subscription Fees” mean the annual fees paid by a Customer for the right to use subscription based Proofpoint Products
purchased by Customer and receive support during the applicable Term.

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1.28 “Term” means the Initial Term of a Customer Agreement and any Extension Term of such Customer Agreement.
1.29 “Territory” means the geographic area in which Channel Partner is permitted to carry out its activities as an authorized
channel partner as set forth on the cover Signature Page of this Agreement.

2. APPOINTMENT AND GRANT OF LICENSE

2.1 General. Prior to distributing or selling Proofpoint Products, Proofpoint requires that all of its Channel Partners register and
qualify with Proofpoint.

2.2 Appointment. Upon Proofpoint’s written approval, Proofpoint will appoint Channel Partner in accordance with the designations
set forth in this Section 2.2. Channel Partner hereby accepts such appointment and agrees to provide the Proofpoint Products in
accordance with the terms and conditions of this Agreement.

If Channel Partner is designated a “Reseller”, the following applies.

Subject to all the terms of this Agreement and compliance therewith, Proofpoint grants Channel Partner a non-sublicensable, non-
transferable, non-exclusive, right to: (i) market, distribute, demonstrate and use the Proofpoint Products under the terms of this
Agreement; and (ii) resell the Proofpoint Products to Customers located and taking delivery within the Territory solely for such
Customers internal use. Channel Partner may resell the Proofpoint Products on a subscription basis and only for quantities (e.g.,
Mailboxes, Endpoint Devices) which are solely operated and accessed by Customer and for which Channel Partner has paid
Proofpoint the applicable Subscription Fees. Nothing herein constitutes a sale of, or transfer of, title to, any Software. If Channel
Partner requests that Proofpoint delivers the Proofpoint Products to Channel Partner for delivery to a Customer, Channel Partner
shall provide the Proofpoint Products to Customers exactly as ordered and received from Proofpoint and shall not remove, modify or
otherwise tamper with the Proofpoint Products or any package containing the Proofpoint Products, other than as expressly permitted
under this Agreement. As a condition to purchasing or licensing the Proofpoint Products, the Initial Term for each Customer must be
a minimum subscription term of one (1) year, except for Proofpoint Essentials Standard (aggregated monthly billing) sold by Channel
Partner under the Proofpoint Essentials Direct Reseller Guide, where the minimum term is one (1) month.

If Channel Partner is designated a “Distributor”, the following applies.

Subject to all the terms of this Agreement and compliance therewith, Proofpoint grants Distributor a non-sublicensable, non-
transferable, non-exclusive, right to market and sell Proofpoint Products, solely through Indirect Resellers, to Customers located and
taking delivery within the Territory solely for such Customers internal use and for the number of Mailboxes on the purchase
order accepted by Proofpoint. Distributor must require any Indirect Reseller (to whom it sells Proofpoint Products other than
Essentials Standard (aggregated monthly billing) execute a Proofpoint Indirect Reseller Agreement. Unless otherwise agreed in
writing by Proofpoint, Distributor may not distribute, sell or sublicense Proofpoint Products directly to Customers. Indirect Resellers
may sell the Proofpoint Products only on a subscription basis and only for use on the number of Appliances, computers and/or
servers and Mailboxes which are solely operated and accessed by Customer and for which Distributor has paid Proofpoint the
applicable Subscription Fees. If Distributor requests that Proofpoint delivers a Proofpoint Product to Distributor or an Indirect
Reseller for delivery to a Customer, Distributor or the Indirect Reseller shall provide the Proofpoint Product to Customers exactly as
ordered and received from Proofpoint and shall not remove, modify or otherwise tamper with such Proofpoint Product. As a
condition to purchasing a subscription based Proofpoint Product, the Initial Term for each Customer must be a minimum
subscription term of one (1) year, except for Proofpoint Essentials Standard (aggregated monthly billing) sold by Channel Partner
under the Proofpoint Essentials Distributor Guide, where the minimum term is one (1) month.

If Channel Partner is designated an “Indirect Reseller”, the following applies.

Subject to all the terms of this Agreement and compliance therewith, Proofpoint grants Indirect Reseller a non-sublicensable, non-
transferable, non-exclusive, right to (i) market, distribute, demonstrate and use the Proofpoint Products under the terms of this

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint
Channel Partners only. Copyright 2016 Proofpoint, Inc. All rights reserved.
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

Agreement; and (ii) purchase solely from Distributors and resell to Customers located and taking delivery within the Territory solely
for such Customers internal use and for the quantities (e.g., Mailboxes, Endpoint Devices) on the authorized Distributor’s purchase
order accepted by Proofpoint. If Channel Partner requests that Proofpoint delivers the Proofpoint Products to Channel Partner for
delivery to a Customer, Channel Partner shall provide the Proofpoint Products to Customers exactly as ordered and received from
Proofpoint and shall not remove, modify or otherwise tamper with the Proofpoint Products or any package containing the Proofpoint
Products, other than as expressly permitted under this Agreement. As a condition to purchasing or licensing the Proofpoint Products,
the Initial Term for each Customer must be a minimum subscription term of one (1) year.

2.3 License Restrictions. Except as otherwise permitted under this Agreement, Channel Partner will not and will not allow any third
party to: (i) reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Proofpoint
Products except to the extent permitted by applicable law, (ii) modify, translate, or otherwise create derivative works of the
Proofpoint Products; (iii) copy any Proofpoint Products, in whole or in part, or distribute or transfer Proofpoint Products except as
provided herein; (iv) rent, lease, provide or make the functionality of the Software available to third parties by means of hosting,
application services provider, service bureau, time sharing or any other type of services without Proofpoint’s express prior written
consent; (v) allow the removal, alteration, covering or obscuring of any notice or Mark that appears on the Proofpoint Products or on
any copies or media; or (vi) appoint third parties to market, sublicense or otherwise distribute the Proofpoint Products except as
otherwise expressly permitted herein.

2.4 Trademark License. Subject to Channel Partner’s compliance with the terms and conditions of this Agreement, Proofpoint grants
to Channel Partner a non-exclusive, non-transferable license to use the Marks, during the term of this Agreement, solely in
connection with marketing, promotion, resale and distribution of the Proofpoint Products. Any such use of a Mark by Channel
Partner must correctly attribute ownership of such Mark to Proofpoint or its suppliers and licensors and must be in accordance with
applicable law and Proofpoint’s then current Mark usage guidelines. Upon Proofpoint’s request, Channel Partner’s advertising,
marketing or promotional materials in which a Mark is used will be submitted to Proofpoint for its prior written approval, which shall
not be unreasonably withheld. Channel Partner will not remove or obscure any Marks on or in the Proofpoint Products as delivered

In Process
to Channel Partner, and will not attach any additional Marks, logos or trade designations on or to the Proofpoint Products. Channel
Partner acknowledges and agrees that Proofpoint owns the Marks and that any and all goodwill and other proprietary rights that are
created by or that result from Channel Partner’s use of a Mark hereunder inure solely to the benefit of Proofpoint. Channel Partner
will at no time apply to register any Mark, trade name or other designation that is confusingly similar to any Mark. Channel Partner
shall promptly advise Proofpoint of the use of any mark infringing any of the Marks. Upon any termination or expiration of this
Agreement, Channel Partner will have no further right to use any Mark.

2.5 Ownership. Channel Partner acknowledges and agrees that the Proofpoint Products, and all software programs embodied in the
Proofpoint Products, Documentation, any work product and all copyright, patent, trade secret and other proprietary rights therein
and thereto shall vest at all times in and are and will remain the sole and exclusive property of Proofpoint and its suppliers or
licensors, as applicable.

2.6 Reserved Rights. Proofpoint reserves the right, from time to time, and without obligation or liability to Channel Partner, to: (i)
change the Proofpoint Products; (ii) add to or delete from the list of the Proofpoint Products specified in the Price List; (iii) change or
terminate the level or type of service or support that Proofpoint makes available for the Proofpoint Products; and (iv) update or
modify the Channel Partner Program Guide; provided, that any such changes will not be effective until thirty (30) days after written
notice (which may be via email) of any such changes. Proofpoint reserves the right to market the Proofpoint Products, directly or
indirectly, to any end user or customer worldwide, including through distribution channels, including distributors, original equipment
manufacturers, resellers, and dealers.

2.7 Public Software. Use of Public Software is subject to the terms and conditions of the license agreement provided with the Public
Software. In the event no such agreement is provided, the Public Software is provided "AS IS" and Proofpoint (i) makes no warranty
of any kind or nature regarding Public Software; and (ii) shall in no event be liable to any party for any damages which in any way
arise out of or relate to Public Software. To the extent applicable for certain Public Software, Proofpoint will make the source code
available, upon Channel Partner’s written request. This offer to obtain a copy of certain Public Software source code is valid for
three years from the date of delivery of the applicable Public Software.

3. OBLIGATIONS OF CHANNEL PARTNER

3.1 For Channel Partners designated as Direct Resellers and Distributors

3.1.1 Compliance with Channel Partner Program Guide. Channel Partner shall comply with the applicable Channel Partner Program
Guide.

3.1.2. Compliance with Proofpoint Channel Partner Ordering & Payments Policies. Except for Indirect Resellers, Channel Partner
shall comply with the Proofpoint Channel Partner Ordering & Payments Policies.

3.2 For Channel Partners designated as Indirect Resellers, Channel Partner shall comply with the Proofpoint Indirect Reseller
Program Guide & Product Delivery Policies.

3.3 Channel Partner’s Business Practices. Channel Partner shall (i) comply with all applicable laws and regulations, (ii) avoid
deceptive, misleading or unethical practices, and (iii) conduct business in a manner that reflects favorably at all times on the
Proofpoint Products and Proofpoint’s goodwill and reputation.

4. REPRESENTATIONS AND WARRANTIES

4.1 Channel Partner Warranties. Channel Partner represents and warrants that: (i) Channel Partner has the unrestricted right and

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint
Channel Partners only. Copyright 2016 Proofpoint, Inc. All rights reserved.
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

authority to enter into and perform this Agreement; (ii) no consent of any other person, entity or governmental authority or agency is
needed to market or re-sell the Proofpoint Products as contemplated hereunder; and (iii) its use or resale or sublicensing of the
Proofpoint Products does not and will not violate any applicable laws, including without limitation any applicable competition or
antitrust

4.2 Channel Partner Conduct and Compliance with Laws.

4.2.1 Conduct. Channel Partner shall not engage in any deceptive, misleading or unethical practices that are or might be
detrimental to Proofpoint, the Proofpoint Products or any third party, and otherwise shall conduct its business in its own name and in
such a manner as will be reasonably expected to reflect favorably at all times on the Proofpoint Products and the good name,
goodwill and reputation of Proofpoint.

4.2.2 Foreign Corrupt Practices Act; Compliance with Law. Channel Partner has an obligation to comply with all applicable laws
and regulations which apply from time to time to the promotion and sale of Proofpoint Products and any applicable Proofpoint goods
and services, including but not limited to the Foreign Corrupt Practices Act, all US and international anti-bribery laws and all US
export, trade and sanctions programs laws. Neither Channel Partner nor any of its employees, contractors or agents may make an
offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for
the purpose of influencing an act of decision of an official of any foreign government or the U.S. government (including a decision
not to act) or inducing such a person to use his/her influence to affect any such governmental act or decision in order to assist in
obtaining, retaining or directing any business. A foreign governmental official shall include any person holding an executive,
legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the
United Nations or the World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise
or state-owned business, any political party or party official, any political candidate or any person or entity who Channel Partner
knows or has reason to believe will give part of any payment to any of the aforementioned categories of people for such purpose.
Should Channel Partner have any further questions about FCPA, Channel Partner may visit the Department of Justice website at
www.usdoj.gov/criminal/fraud/fcpa.

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4.2.3. Export Control. Channel Partner understands and acknowledges that Proofpoint is subject to regulation by agencies of the
United States government, including but not limited to, the U.S. Department of Commerce, which prohibits export or diversion of
certain products and technology to and business dealings with certain countries, territories and entities. Channel Partner warrants
that (i) it will comply with applicable laws, including export, re-export and foreign policy controls and restrictions (including any
applicable U.S. sanctions programs) to ensure that neither the Proofpoint Products nor any direct product thereof or technical data
related thereto is exported or re-exported directly or indirectly in violation of any such laws, or used for any purposes prohibited by
any such laws; and (ii) it will implement reasonable reseller, customer opportunity, lead, purchase order, shipping and/or delivery
screening processes to ensure that it is in compliance with such laws and regulations and to ensure that it does not introduce any
denied person or entity into Proofpoint systems.

4.2.4. Governmental Approvals. If applicable, Channel Partner represents and warrants that it has obtained all required
approvals of the government within a given territory of distribution in connection with this Agreement and that the provisions of this
Agreement and the rights and obligations of the parties hereunder, are enforceable under the laws within the territory of distribution.

4.3 Proofpoint Warranty. Proofpoint has and shall have all requisite ownership, rights and licenses to perform its obligations under
this Agreement fully as contemplated hereby and to grant to Channel Partner all rights specified herein with respect to the
Proofpoint Products and intellectual property rights to be granted hereunder. This Agreement constitutes a valid and binding
obligation of Proofpoint enforceable in accordance with its terms.

4.4 Limited Software Warranty. Proofpoint warrants only to Channel Partner that, for a period of ninety (90) days after the Software
is provided to Channel Partner, the Software will be capable of performing in all material respects in accordance with the functional
specifications set forth in the Documentation. As Channel Partner’s sole and exclusive remedy and Proofpoint’s entire liability for
any breach of the foregoing warranty, Proofpoint will, at its option: (i) promptly correct any Software that fails to meet this limited
warranty; (ii) provide Channel Partner with a reasonable procedure to circumvent the nonconformity; or (iii) terminate the license for
the non-conforming Software. If Proofpoint terminates the license under this Section 4.4, Proofpoint shall reimburse Channel Partner
for any amounts paid to Proofpoint for such Software.

4.5 Limited Appliance Warranty. Proofpoint warrants only to Channel Partner that the Appliance will be free from defects in materials
and workmanship, under normal intended use, for one year from the original shipment date. Channel Partner’s sole and exclusive
remedy and Proofpoint’s entire liability for any breach of the foregoing warranty is to ship a replacement Appliance. If the Appliance
is damaged due to negligence or neglect, Channel Partner will be responsible for all shipping and repair costs. Otherwise, Channel
Partner will be responsible for shipping costs to Proofpoint and Proofpoint will be responsible for shipping the r e p l a c e m e n t
Appliance to Channel Partner. At the time of shipping, Proofpoint will issue an invoice to Channel Partner for the replacement
Appliance. Proofpoint will issue a credit memo against such invoice upon receipt of the failed Appliance. Any Appliance that is
replaced becomes the property of Proofpoint. Proofpoint will not be responsible for Channel Partner’s or any third party’s software,
firmware, information, or data contained in or stored on any Appliance returned to Proofpoint, whether under warranty or not.

4.6 Disclaimer and Indemnity. The Proofpoint products are warranted only to Channel Partner, and Channel Partner shall not extend
any warranties for or on behalf of Proofpoint or Proofpoint suppliers or licensors to Customers or any other third parties.

4.7 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES AND CONDITIONS SET FORTH ABOVE, PROOFPOINT
AND PROOFPOINT SUPPLIERS AND LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES AND CONDITIONS,
WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTIES AND/OR CONDITIONS OF

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint
Channel Partners only. Copyright 2016 Proofpoint, Inc. All rights reserved.
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

MERCHANTABILITY, OR OF SATISFACTORY QUALITY, INCLUDING WITHOUT LIMITATION REGULATORY COMPLIANCE,

PERFORMANCE, ACCURACY, RELIABILITY, AND NONINFRINGEMENT. PROOFPOINT DOES NOT WARRANT THE
ACCURACY OF THE INTENDED EMAIL BLOCKING OF ANY MAIL MESSAGE, THE SOFTWARE OR APPLIANCE WILL MEET
CHANNEL PARTNER’S OR CUSTOMER REQUIREMENTS OR THAT NO EMAIL WILL BE LOST OR THAT THE SOFTWARE
WILL NOT GIVE FALSE POSITIVE OR FALSE NEGATIVE RESULTS. PROOFPOINT DOES NOT WARRANT THE OPERATION
OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THIS DISCLAIMER OF WARRANTY AND/OR
CONDITIONS CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO
CHANNEL PARTNER.

5. CONFIDENTIALITY
5.1 Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party
("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or
that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure,
including the terms and conditions of this Agreement (including pricing and other terms reflected in Schedules), the Software,
passwords and access controls provided by Proofpoint for access to the Proofpoint Products business and marketing plans,
technology and technical information, product designs, and business processes. Confidential Information shall not include any
information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was
known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii)
was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from
a third party without breach of any obligation owed to Disclosing Party.

5.2 Disclosure. Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose outside
the scope of this Agreement, except with Disclosing Party's prior written consent. Receiving Party shall protect the confidentiality of
Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential

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i n f o r m a t i o n of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing
Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential
Information.

5.3 Authorized Disclosure. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall
provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance,
at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure.

5.4 Injunctive Relief. If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach
of confidentiality protections hereunder, Disclosing Party shall have the right, in addition to any other remedies available to it, to
seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies may be inadequate.

5.5 Termination of Agreement. Upon any termination of this Agreement, the Receiving Party shall continue to maintain the
confidentiality of the Disclosing Party's Confidential Information and, upon request, return to the Disclosing Party or destroy
all materials containing such Confidential Information and provide the Disclosing Party with written certification of such destruction
signed by an authorized representative of the Receiving Party, provided however each party may retain archival copies of
Confidential Information.

6. INDEMNIFICATION
6.1 General Indemnity. Each party shall defend the other in, and indemnify the other against, any claim or action of a third party
resulting from the gross negligence or willful misconduct of the indemnifying party or its employees, agents, or representatives,
bodily injury, death or damage to tangible property or claims based on violation of any applicable law or regulation.

6.2 Proofpoint Intellectual Property Indemnity. Proofpoint will (i) defend Channel Partner against any suit or proceeding by a third
party to the extent based on a rightful claim that the Proofpoint Products in the form created by Proofpoint and sold to Channel
Partner pursuant to this Agreement (the “Indemnified Products”) directly infringes any valid U.S. or U.K. or Territory, as applicable,
patent or copyright, in the Territory, and (ii) pay any damages awarded in such suit or proceeding as a result of such claim (or
pay any settlement of such claim), provided that Channel Partner will promptly notify Proofpoint in writing of the third party
claim, suit or proceeding (in any event, within thirty (30) days after Channel Partner becomes aware or reasonably should
have been aware of such claim); authorizes and allows Proofpoint to have sole control of the defense and/or settlement of the
claim; and provides any information, assistance and other cooperation reasonably requested by Proofpoint in connection with the
claim, suit or proceeding.

6.3 Injunctions. In the event of a claim relating to an Indemnified Product, Proofpoint will, at its sole option and expense: (a) procure
for Channel Partner the right to continue to use and resell and, if and as applicable, for Customers the right to use the Indemnified
Products under the terms of this Agreement; (b) replace or modify the Indemnified Products to be (or to make it more likely to be)
non-infringing; or (c) if the foregoing options are not reasonably practicable, then Proofpoint may terminate Channel Partner’s rights
to use and resell Indemnified Products and refund all amounts paid by Channel Partner to Proofpoint attributable to Customers’
future usage or access to the Indemnified Products hereunder.

6.4 Indemnity Exclusions. Proofpoint shall have no liability for, and the aforementioned Proofpoint obligations shall not apply to any
claim based on or relating to (1) the use of the Indemnified Products in combination with any other product, service or device, if such
infringement claim would have been avoided by the use of the Indemnified Products without such other product, service or device;
(2) any modification or adaptation to the Indemnified Products; (3) use or resale of an Indemnified Products other than as expressly
authorized pursuant to this Agreement or pursuant to applicable Proofpoint Documentation; (4) use or resale of the Indemnified

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint
Channel Partners only. Copyright 2016 Proofpoint, Inc. All rights reserved.
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

Products by Channel Partner after Proofpoint has made available to Channel Partner a modified version or replacement for the
Indemnified Products or has provided notice to Channel Partner that a claim of infringement has been or may be made with respect
to the Indemnified Product; (5) specifications, instructions, features, functions or designs or other elements provided by or requested
by Channel Partner; or (6) the practice of any process or method relating to the Customers’ use of the Indemnified Products.

6.5 Limitation. THE FOREGOING PROVISIONS OF THIS SECTION 6 SET FORTH PROOFPOINT’S SOLE AND EXCLUSIVE
OBLIGATIONS AND CHANNEL PARTNER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO, ANY CLAIMS
REGARDING THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

6.6 Channel Partner Indemnity. Channel Partner agrees to defend, indemnify and hold Proofpoint and its directors, employees, and
agents harmless from and against all liabilities, damages, costs, fees and expenses, including reasonable attorney’s fees, incurred
as a result of: (i) any representations, warranties, guarantees, or other written or oral statements made by or on behalf of Channel
Partner relating to the Proofpoint Products other than those specified in the Documentation or as expressly authorized by Proofpoint
in writing; (ii) the failure of Channel Partner to provide the Proofpoint Products in accordance with this Agreement; or (iii) any use by
a Customer of any product not licensed by Proofpoint but advised by Channel Partner to be used in conjunction with the
Proofpoint Products, if liability would have been avoided by the exclusive use of the Proofpoint Products. Channel Partner’s
indemnification obligations hereunder are contingent upon Proofpoint (a) promptly giving written notice of the claim to Channel
Partner; (b) giving Channel Partner sole control of the defense and settlement of the claim (provided that Channel Partner may not
settle or defend any claim unless it unconditionally releases Proofpoint of all liability); and (c) provides to Channel Partner, at
Channel Partner‘s cost, all reasonable assistance.

7. LIMITATION OF LIABILITY.
7.1 Limitation of Liability. EACH PARTY’S AGGREGATE LIABILITY HEREUNDER SHALL BE LIMITED TO DIRECT DAMAGES
UNDER THIS AGREEMENT THAT SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID OR PAYABLE BY
CHANNEL PARTNER TO PROOFPOINT IN THE 12 MONTHS PRIOR TO THE ACT OR OMISSION GIVING RISE TO THE

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CLAIM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER
PARTY, NOR ANY OF ITS AFFILIATES OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING,
WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR
REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING IN CONNECTION WITH THIS
AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY
FORESEEABLE.

7.2 Exceptions to Limitation of Liability. THE FOREGOING LIMITATION OF LIABILITY IN SECTION 7.1 AS TO BOTH AMOUNT
AND TYPE OF DAMAGES SHALL NOT APPLY TO ANY BREACH OF THE INTELLECTUAL PROPERTY RIGHTS IN SECTION 2,
ANY BREACH OF SECTION 5 (“CONFIDENTIALITY”), ANY BREACH OF SECTION 4.1 (REPRESENTATIONS AND
WARRANTIES), ANY BREACH OF EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6, ANY BREACH
OF CHANNEL PARTNER’S OBLIGATION TO MAKE PAYMENTS PURSUANT TO THIS AGREEMENT, ANY DAMAGES CAUSED
BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY OR ITS AGENTS, ANY DAMAGES ARISING FROM
BODILY INJURY OR DEATH THAT IS CAUSED BY A PARTY’S NEGLIGENCE OR THAT OF ITS EMPLOYEES OR AGENTS; OR
ANY DAMAGES CAUSED BY A PARTY’S FRAUDULENT MISREPRESENTATION TO THE OTHER PARTY.

7.3 Disclaimer of Liability to Customer. PROOFPOINT AND ANY THIRD PARTY PROVIDER TO PROOFPOINT DISCLAIMS ANY
AND ALL LIABILITY TO ANY CUSTOMER UNDER THIS AGREEMENT.

8. TERM AND TERMINATION

8.1 Agreement Term. The initial term of the Agreement is one (1) year, to commence upon receipt of an official “Welcome to the
Proofpoint Advantage Partner Program” message from Proofpoint. The Agreement will renew automatically for additional one (1)
year renewal terms unless either party gives notice to the other in writing of its intention to terminate no later than thirty (30) days
prior to the end of the initial term or a renewal term.

8.2 Termination for Cause. Either party may terminate this Agreement at any time if (i) a receiver is appointed for the other party or
its property, (ii) the other party makes an assignment for the benefit of its creditors generally, (iii) proceedings are commenced by or
for the other party under any applicable bankruptcy, insolvency, or debtor’s relief law, (iv) the other party liquidates or dissolves or
attempts to do so, (v) the other party assigns or purports to assign or transfer this Agreement in breach of its provisions, or (vi) the
other party commits any other breach of a material obligation hereunder which it fails to cure within 15 days of written notice or
which is by its nature incurable. Proofpoint may terminate this Agreement if Channel Partner is merged or consolidated, sells all or
substantially all of its assets, or is subject to any substantial change in management or control.

8.3 Effect of Termination or Expiration. Channel Partner’s right to resell the Proofpoint Products to new Customers or renew terms of
existing Customer Agreements for Extension Terms will terminate immediately upon the effective date of termination or expiration of
this Agreement. Upon termination of this Agreement any licenses for the Proofpoint Products sold by Channel Partner in accordance
with this Agreement prior to date of termination shall continue in accordance with the terms of the Customer Agreement, as long as
there is no breach thereof. Except as otherwise provided in this Section 8.2, upon termination or expiration of this Agreement for any
reason: (i) Channel Partner shall immediately cease using and shall deliver to Proofpoint, the Documentation, as well as any unused
sales literature and other written information and materials supplied by Proofpoint pursuant to this Agreement or that contain
Proofpoint’s Marks; (ii) Channel Partner shall immediately cease to identify itself as a provider of Proofpoint Products or otherwise
affiliated in any manner with Proofpoint; (iii) no later than 10 days after expiration or termination, Channel Partner shall return all
Proofpoint Confidential Information; (iv) the due dates of all outstanding invoices from Proofpoint to Channel Partner for the
Proofpoint Products will automatically be accelerated so they become due and payable on the date of termination or expiration,
even if longer terms had been provided previously; (v) all purchase orders or portions thereof remaining undelivered on the date of
termination or expiration will automatically be canceled; and (vi) Channel Partner will cease using the Marks and promoting and

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint
Channel Partners only. Copyright 2016 Proofpoint, Inc. All rights reserved.
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

advertising the Proofpoint Products. Upon termination of this Agreement and request by Proofpoint, Channel Partner will cooperate
with, and provide reasonable assistance to Proofpoint in order to facilitate an undisrupted transition of the support of the Proofpoint
Products to Proofpoint or another organization designated by Proofpoint. If Channel Partner transitions support in accordance with
the foregoing sentence, Channel Partner will pay to Proofpoint pro-rated unused Subscription Fees received from such
Customers. If this Agreement is terminated by Channel Partner or by Proofpoint and Proofpoint does not request Channel Partner
to transition support as specified above, (a) if Channel Partern is providing Support per the applicable Channel Partner Program
Guide, the n Channel Partner shall continue to provide support, to Customers for the remaining subscription terms of existing
Customer Agreements; and (b) Channel Partner shall continue to pay support fees to Proofpoint in accordance with the terms of
this Agreement; and (c) Proofpoint shall continue to provide support for the Proofpoint Products in accordance with its support
obligations specified in this Agreement. Upon the earlier of (i) termination of this Agreement and transition of Channel
Partner’s support obligations to Proofpoint, or (ii) expiration of Channel Partner’s Customer support obligations specified in this
Section 8.2 Channel Partner shall immediately cease using and shall deliver to Proofpoint or destroy, all copies of the Software
(including partial copies) and the Documentation, and return any Appliances provided by Proofpoint for which Channel Partner has
not paid the applicable fees.

8.4 No Damages upon Termination. Channel Partner acknowledges and agrees that Proofpoint will not be liable to Channel Partner
for damages of any kind that Channel Partner may incur as a result of any termination of this Agreement by Proofpoint, as permitted
hereunder, or the expiration of this Agreement, other than damages for breaches of terms expressly provided in this Agreement.
CHANNEL PARTNER WAIVES ANY RIGHTS IT MAY HAVE TO RECEIVE ANY COMPENSATION OR INDEMNITY UPON
TERMINATION OR EXPIRATION OF THIS AGREEMENT UNDER THE LAWS OF THE TERRITORY OR OTHERWISE, OTHER
THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT.

8.5 Obligations on Termination. In the event of the termination or expiration of this Agreement, the provisions of this Agreement
which by their nature extend beyond the expiration or termination of this Agreement, including but not limited to Sections: 5
(Confidentiality), 7 (Limitation of Liability), 8 (Term and Termination) and 9 (Miscellaneous), as well as any accrued rights to

In Process
payment shall remain in effect beyond such termination or expiration until fulfilled. All other rights and obligations, including without
limitation Channel Partner’s rights under Sections 2.2 and 2.4, will terminate.

9. MISCELLANEOUS
9.1 Assignment. Channel Partner may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise,
without Proofpoint’s express prior written consent, not to be unreasonably withheld. Any attempt to assign or transfer this
Agreement, without such consent, will be null and of no effect. For purposes of this Agreement, a change of control will be deemed
to be an assignment. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors
and assigns.

9.2 Independent Contractors. The relationship of Proofpoint and Channel Partner established by this Agreement is that of
independent contractors. This Agreement does not give either party the power to direct and control the day to day activities of the
other, nor create any fiduciary relationship between the parties nor deem or constitute the parties as partners, joint venturers, co-
owners, principal-agent, employer-employee or otherwise participants in a joint or common undertaking, or allow either party to
create or assume any obligation on behalf of the other party for any purpose whatsoever.

9.3 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any prior and
contemporaneous oral or written understanding as to the subject matter hereof. Notwithstanding any language to the contrary
therein, no terms stated in a purchase order or in any other order document (other than a statement of work or other order document
mutually executed by authorized signatories and expressly incorporated herein) shall be incorporated into this Agreement, and all
such terms shall be void.

9.4 Amendments; Waivers. This Agreement may be modified only in writing signed by both parties. A waiver of any provision or
breach is no waiver of any other provision or breach.

9.5 Force Majeure. Neither party will be liable to the other for its failure to perform any of its obligations hereunder during any period
in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to earthquake, fire,
flood, war, embargo, strike, riot, inability to secure materials and transportation facilities, or the intervention of any governmental
authority.

9.6 Verifying Compliance. Channel Partner shall keep all usual and proper books and records relating to its performance of this
Agreement during the term of this agreement and for three (3) years thereafter (or longer as may be required by law or regulation).
This standard takes into account the accounting rules, regulations, authoritative pronouncements, principles and practices accepted
in Channel Partner’s jurisdiction. During this same period, Proofpoint’s audit team may conduct audits of Channel Partner’s
applicable books, records, reports, operations, processes and facilities, upon reasonable prior written notice to verify Channel
Partner‘s compliance with the terms of this Agreement, which audit shall be conducted no more than once annually unless there
is reasonable cause for additional audits. Channel Partner will promptly correct any errors and omissions disclosed by the audits.
Any audit will be conducted during Channel Partner’s normal business hours. It will not interfere unreasonably with Channel
Partner’s normal business activities. Channel Partner will provide Proofpoint with access to all applicable books, records,
operations, processes and facilities that Proofpoint may need to review. If an audit is conducted with notice, Channel Partner will
have all applicable books, records and operations available to Proofpoint at the beginning of the audit. This does not limit
Proofpoint’s right to seek other remedies as well. If the audit team makes any commercially reasonable recommendations to
Channel Partner on record keeping, it will implement the recommendations within a timeframe to which both parties agree. Within
thirty (30) days after a request from Proofpoint, Channel Partner shall provide to Proofpoint a written statement from an officer of
Channel Partner certifying that Channel Partner is in compliance with all material terms of this Agreement, including without

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint
Channel Partners only. Copyright 2016 Proofpoint, Inc. All rights reserved.
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

limitation, its reporting and fee payment obligations. Channel Partner may provide written notice of any dispute with respect to errors
and omission disclosed by the audit or Proofpoint recommendations and the parties will use reasonable efforts to resolve such
dispute, after which Proofpoint shall have the right to terminate this Agreement.

9.7 Publicity. The terms of this Agreement are confidential. No press release or other like publicity regarding this Agreement may be
made without the other party’s approval.

9.8 Notices. All notices and other communications hereunder will be given in writing and delivered (i) by personal delivery, by
prepaid overnight or courier service to the addresses set forth herein, or (ii) by facsimile to such facsimile number as may be
provided in writing by a party. Notices are deemed given on receipt or attempted delivery (if receipt is refused). The foregoing
notwithstanding, Price Change and new product notices to Channel Partner will be given via email.

9.9. Third Party Beneficiaries. A person who is not a party to this Agreement shall have no rights under the UK Contracts (Rights of
Third Parties) Act 1999, or otherwise to enforce any term of this Agreement. This Section 9.9 does not affect any right or remedy of
any person which exists or is available otherwise than pursuant to that Act or otherwise expressly provided by law or by contract
signed by Proofpoint and applicable third party. This Agreement is not intended to provide rights to any person or entity who is not a
party to this Agreement.

9.10 Governing Law. This Agreement shall be governed and construed under the laws of California without reference to conflict of
law principles. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will
not apply. Jurisdiction and venue of any dispute or court action arising from or related to this Agreement or the Software shall lie
exclusively in or be transferred to the courts the County of Santa Clara, California, and/or the United States District Court for the
Northern District of California. You hereby consent and agree not to contest, such jurisdiction, venue and governing law.
Notwithstanding the foregoing, (i) if Channel Partner’s Territory is located in Canada, this Agreement is governed by the laws of the
Province of Ontario, Canada. In such case each of the parties to this Agreement irrevocably attorns to the jurisdiction of the courts

In Process
of the Province of Ontario and further agrees to commence any litigation that may arise under this Agreement in the courts l o c a t e d
in the Judicial District of York, Province of Ontario; and (ii) if Channel Partner’s Territory is located in the European Union, this
Agreement is governed by the laws of England and Wales. In such case each of the parties to this Agreement irrevocably attorns to
the jurisdiction of the courts of London, England and further agrees to commence any litigation that may arise under this Agreement
in the courts of London, England. The official language of this Agreement is English. For purposes of interpretation, or in the e v e n t
of a conflict between English and versions of this Agreement in any other language, the English language version shall be
controlling.

9.11 Attorney’s Fees . In the event of any litigation or arbitration hereunder, the arbitrator or court shall award costs and reasonable
attorneys’ fees to the prevailing party.

9.12 Injunctive Relief. Each party acknowledges that any breach of its obligations with respect to the proprietary rights of the other
party or such party's suppliers or licensors may cause such other party irreparable injury for which there may be inadequate
remedies at law and that such other party and its suppliers and licensors will be entitled to seek injunctive relief, in addition to all
other remedies available to it.

9.13 Severability. The terms of this Agreement are severable. If any term hereof is held invalid, illegal, or unenforceable for any
reason whatsoever, such term will be enforced to the fullest extent permitted by applicable law, and the validity, legality, and
enforceability of the remaining terms shall not in any way be affected or impaired thereby.

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint
Channel Partners only. Copyright 2016 Proofpoint, Inc. All rights reserved.
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

892 Ross Drive, Sunnyvale, CA 94089 | www.proofpoint.com

Last Modified: April 2020

Channel Partner Program Guide and

Product Delivery Policies
Indirect Reseller

Overview
The Proofpoint Channel Partner Program Guide for Indirect Resellers 1 (“Program Guide”) is a companion
document to the Proofpoint Channel Partner Terms & Conditions and describes the obligations, requirements
and benefits of the Proofpoint Channel Partner Program to ensure the most productive partner relationship.
Any capitalized terms not defined herein will have the meaning given to it in the Proofpoint Channel Partner
Program Terms and Conditions.

Proofpoint’s Channel Partner Program is a tiered program that segments reseller partners into three tiers,
Silver, Gold and Platinum. Each tier has requirements and benefits aimed at equipping and rewarding reseller

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partners serving end user customers in their markets.

This Program Guide for Indirect Resellers may be updated from time to time by Proofpoint at its sole discretion
by posting to Proofpoint’s Partner Portal and will be deemed given when posted. Indirect Reseller will have a
commercially reasonable period of time to implement such changes by Proofpoint, not to exceed thirty (30)
days.

Term
The initial term of the Agreement is one (1) year, to commence upon the signature date on the Agreement. The
Agreement will renew automatically for additional one (1) year renewal terms unless either party gives notice
to the other in writing of its intention to terminate no later than thirty (30) days prior to the end of the initial
term or a renewal term.

Program Benefits
Table 1
Program Benefits Silver Gold Platinum
DISCOUNTS
Deal Registration ⚫ ⚫ ⚫
Discounts on Proofpoint products for internal use only ⚫ ⚫
No-cost NFR demo system (Virtual Edition) Select ⚫ ⚫
SALES ENABLEMENT
Access to partner portal and Proofpoint University ⚫ ⚫ ⚫
Sales tools and competitive information ⚫ ⚫ ⚫
Partner e-newsletter subscription ⚫ ⚫ ⚫
Lead sharing ⚫ Priority
Welcome kit ⚫ ⚫ ⚫
Named Channel Account Manager ⚫ ⚫
MARKETING SUPPORT
Online marketing tools ⚫ ⚫ ⚫
Proofpoint partner and company logo usage ⚫ ⚫ ⚫
Ability to access other Proofpoint marketing tools ⚫ ⚫
Eligible for co-marketing support By Proposal ⚫ ⚫

1 Indirect Resellers are those buying through an authorized Proofpoint Distributor.

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint channel partners only.
Copyright 2020 Proofpoint, Inc. All rights reserved. V6 | Updated April 2020
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892 Ross Drive, Sunnyvale, CA 94089 | www.proofpoint.com

TRAINING AND EDUCATION

Partner Webinars ⚫ ⚫ ⚫
Sales Training and Certification ⚫ ⚫ ⚫
Pre-Sales Technical Training and Certification ⚫ ⚫ ⚫
Post-Sales Technical Training and Certification ⚫ ⚫ ⚫
JOINT BUSINESS AND MARKETING PLANS ⚫ ⚫
PROMOTIONS
Eligible for channel promotions and incentives ⚫ ⚫ ⚫
Ability to generate customized incentives ⚫

Program Requirements
To receive the benefits of this Program, Indirect Resellers must achieve and maintain the applicable
requirements as provided for below. Proofpoint reserves the right to review Proofpoint Indirect Reseller’s
attainment and overall relationship history and elevate, reduce, or terminate partner status, at Proofpoint’s
sole discretion, if Proofpoint believes Indirect Reseller has not achieved or maintained program requirements.

Table 2
Program Requirements Silver Gold Platinum

In Process
Signed Proofpoint Channel Partner Agreement ⚫ ⚫ ⚫
Promote Proofpoint on product web page (or develop joint
⚫ ⚫ ⚫
marketing plan)
Co-sponsor quarterly sales & marketing activities to promote
⚫ ⚫
Proofpoint
Quarterly Business Review ⚫ ⚫
Develop mutual business plans ⚫ ⚫
Accredited Sales Professionals 1 4 8
Accredited Sales Engineers 1 2 3
Minimum Annual New and Add-on Recurring Revenue (USD)
• Tier 1 Countries $50K $500K $1M
• Tier 2 Countries $25K $250K $500K
• Tier 3 Countries $25K $100K $250K
# of New or Add-on Transactions per Year 2 5 10
Tier 1 Countries are United States of America and Canada
Tier 2 Countries are United Kingdom, France, Germany, Australia, and New Zealand
Tier 3 Countries are all other countries

Obligations
Indirect Reseller’s Business Practices
As a valued Proofpoint Indirect Reseller we expect you to conduct business in a manner that reflects favorably
at all times on the Proofpoint Products and Proofpoint’s goodwill and reputation.

Sales Revenue Target

Indirect Resellers must achieve minimum annual sales revenue targets as defined in Table 2 of this guide.

Training Requirements
Indirect Resellers must achieve minimum number of certified sales and sales engineers (or the equivalent role)
as defined in Table 2 of this guide. Certifications are valid for one year from the date of the passed exam.

Business Plans, Sales Forecasting and Reporting

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint channel partners only.
Copyright 2020 Proofpoint, Inc. All rights reserved. V6 | Updated April 2020
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

892 Ross Drive, Sunnyvale, CA 94089 | www.proofpoint.com

Platinum Indirect Resellers and Gold Indirect Resellers upon request will deliver quarterly business plans. All
Indirect Resellers are strongly encouraged to develop mutual account plans with a Proofpoint sales manager.

Proofpoint Partner Portal

The Proofpoint Partner Portal (partners.proofpoint.com) provides on-line confidential information to
Proofpoint Indirect Reseller. Indirect Reseller is required to maintain an Internet email address and have
Internet access at all times at Indirect Reseller’s headquarters location. Indirect Reseller’s most current email
address must be provided to Proofpoint. It is recommended that the Indirect Reseller access the Proofpoint
Partner Portal on a regular basis to obtain current information.

Marketing
Advertising
Indirect Resellers must provide samples of its advertising copy and sales literature to Proofpoint on request.
Proofpoint reserves the right to review and approve all uses of Proofpoint's trademarks, service marks, or trade
names in Indirect Reseller's advertising and promotion of the Products prior to use. Such approval will not
limit Indirect Reseller's obligation to comply with all applicable laws and will not be deemed an endorsement
or approval of any advertising content.

Promotion on Web Site

In Process
Indirect Resellers must promote Proofpoint products and services on their public web site, following current
Proofpoint logo & branding guidelines posted on the Proofpoint Partner Portal. In cases where this is not
possible due to the structure of the Reseller’s web site, Proofpoint requires that a more formal marketing plan
be entered into between the parties.

Promotion in Territory
Territory for the Indirect Resellers in the Proofpoint Channel Partner Program is defined in the Additional
Terms section of the Proofpoint Channel Partner Terms & Conditions Agreement. Indirect Resellers must
actively advertise and promote the Proofpoint Products in a commercially reasonable manner. Indirect Reseller
must list the Proofpoint products in its advertisements and catalogs and must provide product information and
promotional materials to its customers. Promotional mailings must target customers within the local and
regional markets. Platinum and Gold Indirect Reseller Partners must sponsor or co-sponsor marketing events
and activities to promote Proofpoint solutions quarterly.

Indirect Reseller will not engage sales staff or distribution centers for the Proofpoint Products outside of the
Territory. Indirect Reseller will not advertise, promote or solicit orders for the Proofpoint Products outside of
the Territory, provided that the foregoing will not be deemed to prohibit Indirect Reseller from advertising the
Proofpoint Products in media that is distributed both within and outside of the Territory.

Marketing and Technical Material

Proofpoint will make available to Indirect Reseller marketing and technical material in the English language.
Upon specific prior written approval from Proofpoint, Indirect Reseller may translate and/or modify the
contents of the materials and documentation for distribution to Customers provided that: all proprietary
notices contained in the original copies of the Documentation are reproduced and included in all translated
copies and that Customers are informed that the translated or modified copies are courtesy copies only and
documentation for the Proofpoint Products remain the English versions. Indirect Resellers must abide by any
request by Proofpoint to withdraw or change any such translation or modification that Proofpoint reasonably
deems undesirable.

Marketing Support
Proofpoint shall provide any Indirect Reseller marketing support pursuant to its approved programs.

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint channel partners only.
Copyright 2020 Proofpoint, Inc. All rights reserved. V6 | Updated April 2020
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

892 Ross Drive, Sunnyvale, CA 94089 | www.proofpoint.com

Training and Equipment

Training and Certification
Indirect Reseller must ensure that their personnel understand Proofpoint’s requirements and comply with all
terms and guidelines. Indirect Reseller will meet annual training and certification requirements.

As part of these requirements, a single individual can hold multiple certification levels (i.e., Accredited Sales
Professional and Accredited Sales Engineer). Note that all training and certification plans are available through
Proofpoint’s Partner Portal and can be taken on-demand. Certifications are valid for one year from the date of
the passed exam.

Demonstration Equipment
Email Gateway & Outbound Data Protection
Indirect Reseller may obtain a no charge 250 Mailbox Virtual Appliance license for Proofpoint Protection and
Information Protection products for demonstration purposes; for Indirect Reseller’s internal training
purposes; to provide technical support to Customers and Resellers; and for internal use as the Indirect
Reseller’s inbound / outbound security solution. Indirect Reseller may also purchase a reasonable number of
hardware appliance Proofpoint Products at a 50% discount solely for the uses described above. Each hardware
appliance purchased by Indirect Reseller for demonstration purposes is granted a no charge 250 Mailbox

Manager for pricing.

Advanced Threat Protection

In Process
license during the term of the Agreement. Finally, for SaaS deployments, please contact your Channel Account

Indirect Reseller may obtain a virtual license to run Proofpoint’s Threat Discover assessment tool, which allows
Reseller the ability to scan a prospect’s Exchange email environment (including Office 365) for threats
contained in both URLs and malicious attachments.

Essentials
Contact your Proofpoint Channel Account Manager for information on Essentials demonstration equipment.

Other Solutions
Indirect Reseller can receive no-cost demonstration equipment for Proofpoint’s Threat Response, Emerging
Threats, and TAP for Mobile solutions. In addition, Proofpoint is also able to provide costed versions of its
Archive solution. In all cases, please contact your Channel Account Manager for more details.

Licenses and Renewals

Customer Agreement
Indirect Resellers may only sell Proofpoint Products pursuant to a Customer Agreement. Indirect Resellers may
not modify the Customer Agreement. Sale of the Proofpoint products to a Customer will become effective only
when a Customer has entered into a Customer Agreement with Proofpoint. Proofpoint will not accept
Authorized Distributor’s purchase order for a Customer order or provision hosted Proofpoint products to a
Customer until such time that such Customer and Proofpoint have entered into a Customer Agreement. In the
event Indirect Reseller becomes aware that a Customer has breached any terms and conditions of a Customer
Agreement where such breach adversely affects Proofpoint’s rights and contractual protections, Indirect
Reseller will notify Proofpoint promptly of any such breach.

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint channel partners only.
Copyright 2020 Proofpoint, Inc. All rights reserved. V6 | Updated April 2020
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

892 Ross Drive, Sunnyvale, CA 94089 | www.proofpoint.com

A Quote and confirming Purchase Order will be accepted by Proofpoint as the Customer Agreements provided
the following conditions are met when Partners submit orders:
1. The order falls under our Small Order Threshold2
2. The partner’s quote to the end customer includes Proofpoint’s new Quote Terms:
“This quotation is valid only: (1) for the Proofpoint SKU items identified above (taken as a whole),
and (2) until the quote expiration date. The fees listed here do not include sales, use, withholding,
value added, excise or other similar taxes and duties, or shipping fees. Unless the end user
customer (“Customer”) has a written license agreement in place with Proofpoint for the products
listed above, Customer’s issuance of a purchase order (either directly to Proofpoint or through an
authorized Proofpoint partner) constitutes Customer’s agreement that its use of the Proofpoint
products is governed solely by the terms of the Proofpoint Customer Agreement found at
www.proofpoint.com/license/customer-agreement, which contains terms regarding license and
usage, data privacy obligations, disclaimers and limitations of liability, Proofpoint’s right to
suspend or terminate Customer’s subscription for non-payment, and automatic renewal of the
subscription.”
3. The end customer issues to partner a valid purchase order referencing the partner’s quote.

Initial Term Licenses

Initial Term licenses are defined as the licenses for a Customer’s first use of a Proofpoint product for a specific

In Process
group of their users. Initial Term licenses may not be applied to continue the use of a Proofpoint product by
the Customer for an existing group of users (Renewals); or for additional licenses to allow more users on an
existing product (Additional User Licenses); or for purchase of a new Proofpoint product (Add-on Sales).
Renewals, Additional User Licenses, and Add-on Sales are all considered separate transactions from the Initial
Term license purchase.

Renewals
In order to give customers an incentive to renew the Proofpoint product, Proofpoint provides an incumbency
advantage to the partner of record, whether that partner registered the original deal or not. This means that
the partner of record can offer a discount up to 20% above other partners the renewal of the Proofpoint
product.

However, because customer choice is paramount, Proofpoint will consider providing equivalent pricing on
renewal quotes to non-incumbent partners, but only in the scenario where the customer has indicated to the
partner of record via a message from the proper authority at the customer that they are interested in
purchasing their Proofpoint solutions from another partner.

Proofpoint will also consider providing renewal quotes for direct Proofpoint customers to partners who have
identified and registered significant upsell opportunities at those accounts. Please contact your Channel
Account Manager for more details.

To ensure that customer’s service is uninterrupted, Proofpoint will generally engage partner of record one
quarter before the expiration date of their contract.

Payment for a renewal sale is due upon the effective date of each Extension Term. Provided Proofpoint agrees
and Indirect Reseller is current in its payment obligations and is fulfilling Customer support obligations and is
meeting its sales revenue target as specified below, Indirect Reseller will be responsible for invoicing

2 Small Order Thresholds are:

• EMEA: ≤25,000 US Dollars, British Pounds, and Euros
• Americas: ≤25,000 US Dollars
• APJ: ≤25,000 US Dollars or 2,800,000 Yen

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint channel partners only.
Copyright 2020 Proofpoint, Inc. All rights reserved. V6 | Updated April 2020
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

892 Ross Drive, Sunnyvale, CA 94089 | www.proofpoint.com

Customers for Renewal sales. Otherwise, Proofpoint will be responsible for invoicing and collecting Renewal
fees from a Customer.

Finally, it is Proofpoint Standard Policy to uplift renewal quotes to end customers by 5% per year from the
initial term to cover the historical and expected added stress on our solutions. Please note however that this
5% does not impact Partner Gross Margin and should simply be considered as additional top line revenue as
the 5% is passed to the authorized Distributor who in terms passes the 5% to Indirect Partner. Proofpoint may
reduce or waive the 5% uplift at its sole discretion, including if circumstances exist where uplifting pricing for
a renewal order exceed the maximum applicable government schedule pricing price for such order. Regardless
of Proofpoint Standard Policy, Proofpoint reserves all rights with respect to pricing on Proofpoint Price Lists,
and for uplift pricing on renewal quotes.

Pricing & Discounts

Pricing
Proofpoint may change the Product Price List at any time upon thirty (30) days’ notice to Indirect Reseller, in
its sole discretion, provided that any such change will be effective hereunder only upon the Price Change
Effective Date and with respect to subscription Proofpoint Products price increases will only be applicable upon
renewal of any existing Customer Agreement. All purchase orders from authorized Distributor received and

In Process
accepted by Proofpoint prior to the Price Change Effective Date will be invoiced at the price in effect as of the
date of Proofpoint’s acceptance of authorized Distributor’s purchase order, provided that such purchase orders
specify a shipment date thirty (30) days or less from the Price Change Effective Date. Indirect Reseller may
request that authorized Distributor cancel any purchase orders that specify a shipment date more than thirty
(30) days from the Price Change Effective Date, without penalty, by providing notice to Proofpoint within ten
(10) days following Proofpoint’s notice of a price increase. The foregoing notwithstanding, if no later than ten
(10) business days after the Price Change Effective Date Indirect Reseller delivers to Proofpoint a list of
Customer quotations furnished to potential Customers prior to such Price Change Effective Date, then for a
period of ninety (90) days after the Price Change Effective Date the prices in effect prior to the price increase
shall apply to any orders relating to such Customer quotations. Indirect Reseller shall determine its own prices
for the Proofpoint Products in connection with sale or license of Proofpoint Products to Customers.

Discounts
Proofpoint authorized discounts are subject to participation and adherence to Proofpoint’s Deal Registration
Program. Proofpoint’s Deal Registration Guidelines are available for review at Proofpoint’s Partner Portal.
Indirect Reseller buys through authorized Distributor and Proofpoint provides authorized Distributor(s) a
range of discounts which are based on:
• Type of product
• Partner level
• Whether the transaction is a non-registered or valid, registered deal opportunity (those purchases that
Indirect Reseller has properly registered, that Proofpoint has validated and that remain valid in
accordance with the deal registration program guidelines).
• From time to time Proofpoint, authorized Distributor and Indirect Reseller may agree to a special
discount for closing a sale to a Customer or for promoting certain bundles or packages created for the
Territory that are not listed in the Product Price List. Any such special discount shall be set forth in
writing (which may be by email) between the parties.

Proofpoint Indirect Resellers will find the Product Price List on the Proofpoint Partner Portal or via an
Authorized Distributor. Indirect Resellers will receive all pricing discounts from an Authorized Distributor.

Indirect Reseller will be responsible for invoicing Customers for all sales under this Agreement, with the
understanding that renewal sale payments are due upon the effective date of each Extension Term.

A minimum order of $2000, £2000 or €2000 for Proofpoint products and services per purchase order is
required.
Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint channel partners only.
Copyright 2020 Proofpoint, Inc. All rights reserved. V6 | Updated April 2020
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

892 Ross Drive, Sunnyvale, CA 94089 | www.proofpoint.com

Recommended Discounts

Partner Discount
Partner Tier
Category A: Security Products
Base Deal Registration
Silver 10% 35%
Gold 10% 40%
Platinum 15% 45%

Partner Discount
Partner Tier
Category B: Archive & Governance Products
Base Deal Registration
Silver 10% 20%
Gold 10% 25%
Platinum 15% 30%

Partner Discount

In Process
Partner Tier
Category C: Hardware Appliances
Base Deal Registration
Silver 10% 15%
Gold 10% 20%
Platinum 10% 25%

Partner Discount
Partner Tier
Category D: Support, Professional Services, Training
Base Deal Registration
Silver 10% N/A
Gold 10% N/A
Platinum 10% N/A

Refer to the Product Price List on the partner portal for a full list of products under each category identified
above.

Silver, Gold, and Platinum Partner levels refer to the level of the Partner in a current and valid Proofpoint
Partner Program through the term of the deal registration. Deals registered by any Indirect Reseller that does
not maintain its applicable partner level through the term of the deal registration shall be considered
unregistered deals.

Shipment and Delivery

Provided Proofpoint has received all ordering documents required, Proofpoint will ship and/or enable the
Proofpoint Products in accordance with the shipping instructions received from authorized Distributor.
Proofpoint will use its commercially reasonable efforts to deliver the Proofpoint Products according to
mutually agreed upon delivery schedules and in accordance with the details below, but in no event will
Proofpoint be liable for any losses, damages or penalties resulting from any delay in shipment or delivery.
Where Proofpoint is shipping hardware and/or appliances, Proofpoint will ship hardware and appliances F.O.B.
Proofpoint’s shipping point. Shipments will be made to the “ship to” address as specified on authorized
Distributor’s purchase order or carrier. Unless specified in an accepted purchase order, Proofpoint will select
the carrier. Indirect Reseller will be responsible for and will pay all packing, shipping, freight and insurance
charges. Title to the appliance and all risk of loss of or damage to the Proofpoint Products will pass to Indirect
Reseller upon delivery by Proofpoint to the carrier. Unless the Indirect Reseller provides Proofpoint with
Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint channel partners only.
Copyright 2020 Proofpoint, Inc. All rights reserved. V6 | Updated April 2020
DocuSign Envelope ID: 1DC1E8BD-72CC-43F1-A927-B950F5C3BC93

892 Ross Drive, Sunnyvale, CA 94089 | www.proofpoint.com

express instructions to the contrary prior to shipment, any delay in the delivery of any installment will not
relieve the Indirect Reseller of its obligation to accept the remaining deliveries.

Taxes and Costs

Given obligations placed under Proofpoint’s Authorized Distributors, Indirect Reseller will likely pay all value
added, sales, use or withholding tax or any similar taxes, duties or levies, which may apply to the Proofpoint
Products, and which will not be ultimately reimbursed by Proofpoint hereunder. Proofpoint is responsible for
payment of any tax based on Proofpoint’s net income or property. In addition, due to these same obligations,
Indirect Reseller will likely pay all shipping and transportation charges, taxes, duties and other fees imposed
on Proofpoint Product purchases and sales hereunder. In the event Proofpoint pays any such amounts, Indirect
Reseller shall reimburse Authorized Distributor promptly upon Proofpoint’s request. Indirect Reseller
represents and warrants that no currency control laws applicable in the Territory prevent the payment to
Proofpoint of any amounts due.

In Process

Proofpoint Confidential and Proprietary. Provided under terms of confidentiality and limited use to authorized Proofpoint channel partners only.
Copyright 2020 Proofpoint, Inc. All rights reserved. V6 | Updated April 2020
Certificado de conclusão
ID de envelope: 1DC1E8BD72CC43F1A927B950F5C3BC93 Estado: Enviado
Assunto: Proofpoint Indirect Partner Program Documents
Envelope de origem:
Página do documento: 17 Assinaturas: 0 Autor do envelope:
Certificar páginas: 5 Iniciais: 0 Alexandre Charliot
Assinatura guiada: Ativada 892 Ross Drive
Selo do ID do envelope: Ativada Sunnyvale, CA 94089
Fuso horário: (UTC-08:00) Hora do Pacífico (EUA e Canadá) [email protected]
Endereço IP: 176.58.90.45

Controlo de registos
Estado: Original Titular: Alexandre Charliot Local: DocuSign
29/05/2020 02:31:24 [email protected]

Eventos do signatário Assinatura Carimbo de data/hora

Joaquim Gorjao Henriques Enviado: 29/05/2020 02:32:19
[email protected] Visualizado: 01/06/2020 08:57:50
Nível de segurança: E-mail, Autenticação de conta

In Process
(Nenhuma)
Aviso legal de registos e assinaturas eletrónicos:
Aceite: 01/06/2020 08:57:50
ID: 10ad0392-ff34-4bb0-b2a4-8c0b87d0022d

Eventos de signatário presencial Assinatura Carimbo de data/hora

Eventos de entrega do editor Estado Carimbo de data/hora

Eventos de entrega do agente Estado Carimbo de data/hora

Evento de entrega do intermediário Estado Carimbo de data/hora

Eventos de entrega certificada Estado Carimbo de data/hora

Eventos de cópia Estado Carimbo de data/hora

Angeline Sung
[email protected]
Nível de segurança: E-mail, Autenticação de conta
(Nenhuma)
Aviso legal de registos e assinaturas eletrónicos:
Não disponível através do DocuSign

Proofpoint Finance
[email protected]
Nível de segurança: E-mail, Autenticação de conta
(Nenhuma)
Aviso legal de registos e assinaturas eletrónicos:
Aceite: 17/10/2012 12:31:20
ID: caf4c633-ba2c-476f-bd60-8358b26322f5

Xabier Moro
[email protected]
Nível de segurança: E-mail, Autenticação de conta
(Nenhuma)
Aviso legal de registos e assinaturas eletrónicos:
Não disponível através do DocuSign
Eventos relacionados com a Assinatura Carimbo de data/hora
testemunha

Eventos de notário Assinatura Carimbo de data/hora

Eventos de resumo de envelope Estado Carimbo de data/hora

Envelope enviado Com hash/encriptado 29/05/2020 02:32:19

Eventos de pagamento Estado Carimbo de data/hora

Aviso legal de registos e assinaturas eletrónicos

In Process
Aviso legal de registos e assinaturas eletrónicos criado em: 14/09/2012 16:34:26
As partes concordam em: Joaquim Gorjao Henriques, Proofpoint Finance

CONSUMER DISCLOSURE
From time to time, Proofpoint (we, us or Company) may be required by law to provide to you
certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through the DocuSign, Inc.
(DocuSign) electronic signing system. Please read the information below carefully and
thoroughly, and if you can access this information electronically to your satisfaction and agree to
these terms and conditions, please confirm your agreement by clicking the ‘I agree’ button
at the bottom of this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after signing session and, if you
elect to create a DocuSign signer account, you may access them for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
In Process
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign ‘Withdraw Consent’ form on the signing page
of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn
your consent to receive required notices and disclosures electronically from us and you will no
longer be able to use the DocuSign system to receive required notices and consents electronically
from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Proofpoint:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected]

To advise Proofpoint of your new e-mail address

To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at [email protected] and
in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in the DocuSign system.
To request paper copies from Proofpoint
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to [email protected] and in

In Process
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with Proofpoint
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign session, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to [email protected] and in the body of such request you
must state your e-mail, full name, US Postal Address, and telephone number. We do not
need any other information from you to withdraw consent.. The consequences of your
withdrawing consent for online documents will be that transactions may take a longer time
to process..

Required hardware and software

Operating Systems: Windows® 2000, Windows® XP, Windows
Vista®; Mac OS® X
Browsers: Final release versions of Internet Explorer®
6.0 or above (Windows only); Mozilla Firefox
2.0 or above (Windows and Mac); Safariâ„¢
3.0 or above (Mac only)
PDF Reader: Acrobat® or similar software may be required
to view and print PDF files
Screen Resolution: 800 x 600 minimum
Enabled Security Settings: Allow per session cookies

** These minimum requirements are subject to change. If these requirements change, you will be
asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and
browsers are not supported.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you were
able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to e-mail
this disclosure and consent to an address where you will be able to print on paper or save it for
your future reference and access. Further, if you consent to receiving notices and disclosures
exclusively in electronic format on the terms and conditions described above, please let us know
by clicking the ‘I agree’ button below.
By checking the ‘I agree’ box, I confirm that:

• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF

ELECTRONIC CONSUMER DISCLOSURES document; and

• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and

• Until or unless I notify Proofpoint as described above, I consent to receive from

In Process
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by Proofpoint during the course of my relationship with you.