DocuSign Envelope ID: 6BE73965-BAEF-4791 -B930-DABA9714DC55
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‘@ DARKTRACE
Notices. Any notice will be delivered by hand or sent by recorded delivery, registered post or registered airmail and
satisfactory proof of such delivery must be retained by the sender. All notices will only become effective on actual receipt.
Any notices required to be given in writing to Darktrace or any questions concerning this Agreement should be addressed
to: Attn: Legal Department, Darktrace Limited, Maurice Wilkes Building, Cowley Road, Cambridge CB4 ODS, United
Kingdom.
Rights of Third Parties. The provisions of this Agreement concerning restrictions on usage of the Offering and protection
of Intellectual Property Rights are for the benefit of and may be enforced by each of Darktrace, any Darktrace Affiliate and
the Darktrace Indemnitees. Except for the foregoing sentence, or as otherwise expressly set out in the Agreement, this
Agreement does not create any rights for any person who is not a party to it and no person who is not a party to this
Agreement may enforce any of its terms or rely on any exclusion or limitation contained herein.
Audit. Customer will permit Darktrace or an independent certified accountant appointed by Darktrace access, on written
notice, to Customer’s premises and Customer’s books of account and records at any time during normal business hours
for the purpose of inspecting, auditing, verifying or monitoring the manner and performance of Customer’s obligations
under this Agreement. Darktrace will not be able to exercise this right more than twice in each calendar year.
Independent Contractors. The Parties are independent contractors. Nothing in this Agreement will be construed to create
a partnership, joint venture, or agency relationship between the Parties.
Assignment. This Agreement may not be assigned by either Party without the written consent of the other Party.
Notwithstanding the foregoing, consent of the other Party will not be required for a transfer to an Affiliate of a Party or if
a Party undertakes an initial public offering, a sale of all or substantially all of its shares or assigns all or substantially all of
its business and assets to another entity that is not a direct competitor of the non-assigning Party. Any attempt to assign
this Agreement in violation of the foregoing will be null and void. This Agreement binds the Parties, their respective
Affiliates, successors and permitted assigns.
Governing Law. Any dispute or claim relating in any way to this Agreement will be governed by the Governing Law, and
adjudicated in the Governing Courts, as defined in the table below, and each Party consents to the exclusive jurisdiction
and venue thereof; save that (i) each party may enforce its or its Affiliates’ intellectual property rights in any court of
competent jurisdiction, including but not limited to equitable relief and (ii) Darktrace or its Affiliate may, bring suit for
payment in the country where the Customer Affiliate that placed the Product Order Form is located. Where arbitration
applies it shall be conducted in English, under the Rules of Arbitration of the International Chamber of Commerce (the
“ICC”) by three arbitrators in accordance with Art 12 of said Rules. The award shall be final and binding on the Parties.
Except to the extent entry of judgment and any subsequent enforcement may require disclosure, all matters relating to
the arbitration, including the award, shall be held in confidence. Customer and Darktrace agree that the United Nations
Convention on Contracts for the International Sale of Goods will not apply.
Customer location (as stated in the | Governing Law Governing Courts
Product Order Form)
United Kingdom The laws of England & Wales The courts of England & Wales
United States of America The laws of the state of | The state or Federal courts in
New York Manhattan, New York
None of the above The laws of England & Wales Arbitration at the ICC in London
Export Restrictions. The Offering is for Customer’s use and not for further commercialisation. Customer acknowledges
that the Offering may be classified and controlled as encryption items under the United Kingdom’s Export Regulations and
other national regulations. Each Party will comply with all applicable laws regarding export-controlled items, and will not
export, re-export or import, directly or indirectly, any export-controlled items, or any direct product of them, nor
undertake any transaction hereunder in violation of any applicable export laws.
ITAR. Customer understands that employees of Darktrace and/or its suppliers may have access to native data to perform
the Support Services herein and represents that none of this data requires protection from access by foreign persons
because it contains technical information regarding defence articles or defence services within the meaning of the United
States International Traffic in Arms Regulations (22 CFR § 120) or technical data within the meaning of the United States
Export Administration Regulations (15 CFR §§ 730 - 774). If any of this data does contain any such information, Customer
will either lock down access to any such data and/or identify any folders containing such data as export-controlled
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