These Partner Program Terms are entered into by and between Asana, Inc., with a principal place of business at 633 Folsom Street, Suite 100, San Francisco CA 94107, on behalf of itself and its affiliates (“Asana”) and the entity identified below (“Partner”) (each a “Party”, and together the “Parties”), and sets forth the terms and conditions under which Asana and Partner will work together on joint opportunities as outlined herein.

The Agreement (as defined below) governs the Partner’s participation in the Asana Partner Program as of the Effective Date (as defined below). The Partner may not participate in the Partner Program without first submitting an application, fulfilling the enrollment and qualification requirements listed in the Partner Program Guide, and executing these Partner Program Terms.

1. DEFINITIONS

1.1 “Additional Asana Products” means products additional to the Asana Service that are made available by Asana for purchase or subscription by Customers, and that are authorized for resale or servicing as part of and subject to the terms of the Partner Program.

1.2 “Additional Product Specific Terms” means terms applicable and particular to an Additional Asana Product, including but not limited to (a) applicable Product Specific Terms available at https://asana.com/terms/asana-product-specific-terms and (b) applicable terms provided by Asana to Partner for or about such Additional Asana Product.

1.3 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for the purposes of this definition, means either: (a) ownership or control of more than 50% of the voting interests of the subject entity or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.

1.4 “Agreement” shall mean these Partner Program Terms and any applicable Exhibits thereto, the Partner Program Guide, any Partner Order Forms, and any other terms expressly referenced in the foregoing.

1.5 “Asana Supplier Code of Conduct” means the Asana Supplier Code of Conduct and Ethics located at https://asana.com/terms/supplier-code-of-conduct, as updated by Asana from time to time at its sole discretion. All references to “suppliers” in the Asana Supplier Code of Conduct will be deemed to refer to Asana Partners, as defined herein, for purposes of this Agreement.

1.6 “Asana Service” means Asana’s collaboration work management software as a service platform and/or Additional Asana Products, including any improvements thereto, as described in the applicable Partner Order Form.

1.7 “Authorized Territory” shall mean the geographic region of the Partner’s billing entity and any geographic region authorized by Asana in writing, subject to any export restrictions under Section 3.7.

1.8 “Asana Partners” or “Partners” shall mean all entities which have been authorized by Asana to refer, market, sell, sublicense, or provide onboarding, enablement or support for the Asana Service and/or Professional Services, or otherwise partner with Asana in relation thereto as outlined in the Partner Program Guide, by entering into and executing these Partner Program Terms.

1.9 “Conflict of Interest” means a situation in which the Partner, or any Partner Affiliate, officer, director, or employee has a financial interest, personal activity, or relationship that could impair the Partner’s ability to act impartially and in the best interest of the Parties when performing under the Agreement. Examples of situations that may create a Conflict of Interest include: (a) financial interests of the Partner, Partner Affiliate, officer, director, employee, close family members, or other members of the household; (b) other employment or financial relationships of the Partner, Partner Affiliate, officer, director, or employee (including seeking or negotiating for prospective employment or business); and (c) gifts (including travel).

1.10 “Customer” means an individual or entity (including Affiliates) that has entered into a transaction document with the Partner or Asana to purchase the Asana Service and/or Professional Services under the Asana Partner Program, as applicable, through a Partner Order Form.

1.11 “Customer Data” means all information that Customer and/or its end users submit to the Asana Service.

1.12 “Documentation” means the then current list of Asana features, as updated by Asana from time to time at its sole discretion, accessible at https://go.asana.com/all-features.

1.13 “Effective Date” means the last date of signature below.

1.14 “Government Official” means anyone that is or that works for, or on behalf of, a: (a) national, regional, municipal, or local government; (b) department, agency, subsidiary, or branch of a national, regional, municipal, or local government; (c) government-owned or government-controlled company; (d) subsidiary of a government-owned or government-controlled company; (e) public international organization; (f) member of a royal family; or (g) political party, political party official, or candidate for political office.

1.15 “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

1.16 “Partner Order Form” means a transaction document or order for the purchase of the Asana Service by a Customer that that incorporates these Partner Program Terms by reference and is submitted by the Partner and accepted by Asana either by (a) being signed by both Parties or (b) going through the online submission and acceptance process through the Partner Portal.

1.17 “Partner Portal” means the online platform tool (available at https://asanacommunity.force.com/partner/login) provided by Asana and accessible by Partner pursuant to the Partner Program Guide and this Agreement, which the Parties will use to communicate and collaborate about the Partner Program, including: (a) the submission of Partner Order Forms to Asana for acceptance and/or processing; (b) registration of in-flight deals to secure deal protection; (c) tracking of details and status for submitted deals and orders; (d) access to relevant real-time pipeline dashboards; and (e) any other use as determined by Asana or as agreed to between the Parties.

1.18 “Partner Program” or “Program” means the various benefits, rights, and obligations of the Parties as described in the Partner Program Guide and this Agreement, and as applicable to the Partner’s particular Partner Type(s). Unless set forth specifically in the Agreement, the Partner Program does not contemplate any sort of distribution or reseller relationship between the Parties.

1.19 “Partner Program Guide” means the terms describing Asana’s Partner Program, including Partner Types, and policies governing Partner’s involvement in the Partner Program, available at https://go.asana.com/partnerprogramguide, as updated by Asana from time to time in its sole discretion.

1.20 “Partner Type” means a category or type of Partner that has a particular scope and terms governing such participation in the Partner Program, as set forth in the Partner Program Guide and this Agreement.

1.21 “Professional Services” means the specialized service offerings provided to a Customer by Asana, an Asana subcontractor, or a Partner, as specified in the applicable ordering document.

1.22 “Subscriber Terms” means the agreement governing Customer’s use of the Asana Service, as updated by Asana from time to time at its sole discretion, available at https://asana.com/terms#subscriber-terms.

1.23 “Subscription” means access to and use of the Asana Service, which may be access to and use of an Additional Asana Product, as acquired by Customer through a Partner Order Form.

1.24 “Subscription Term” means the period of time for the Subscription identified in the applicable Partner Order Form, including any renewal term, subject to the Subscriber Terms.

1.25 “User Terms of Service” means the terms governing use of the Asana Service and websites, available at https://asana.com/terms/terms-of-service.

2. ASANA PARTNER RIGHTS AND RESTRICTIONS

21. Partner Appointment. Subject to the Partner’s ongoing compliance with the terms of the Agreement, Asana grants Partner the non-exclusive right to participate in the Partner Program during the Term and solely in the Authorized Territory. Partner’s participation is limited to the Partner Type appointed by Asana in writing. This appointment shall be subject to the applicable Partner Type terms as set forth in the Partner Program Guide.

2.2 Independent Contractors. Unless otherwise agreed to by the Parties in writing, the relationship between Asana and Partner is that of independent contractors. Partner must not act or represent itself as an agent of Asana, except as otherwise identified herein or in the Partner Program Guide. Partner is not permitted to assign, transfer, or sublicense any of its rights and obligations under the Agreement relating to Partner’s participation in the Partner Program without the prior written consent of Asana.

2.3 Ordering Documents. The Partner may enter into any legal agreements with a Customer that the Partner requires for the sale of the Asana Service and/or the provision of Professional Services to Customer, as applicable, and that are consistent with the Agreement. Asana is not and will not be considered a Party nor a beneficiary to any agreements between Partner and Customer.

2.4 Access to Asana Services. Partner acknowledges that any Partner use of the Asana Service in connection with the Agreement is subject to the terms of the Subscriber Terms, User Terms of Service, and any applicable Additional Product Specific Terms and agrees to abide by all terms therein in its use of the Asana Service.

2.5 Restrictions. In no event shall Partner (a) sell, resell, license, sublicense, distribute, make available, rent, lease, or otherwise exploit the Asana Service or the Partner Program and/or participation therein, except as expressly set forth in the Agreement; (b) modify or make derivative works based upon the Asana Service; (c) permit access to or use of the Asana Service that circumvents usage limitations, or otherwise use the Asana Service to access Asana’s intellectual property, except and as otherwise stated in the Agreement; (d) access the Asana Service in order to build a competitive product or service, or otherwise reverse engineer the Asana Service; (e) share Asana’s intellectual property with any of Asana’s competitors; (f) use the Asana Service or otherwise interact with the Asana Service in a way that degrades or is detrimental to the performance of the Asana Service, (g) attempt to gain unauthorized access to the Asana Service or Asana’s systems and networks; (h) remove or modify any markings or notice of Asana’s intellectual property or other property rights; (i) make the Asana Service available in any manner to any third party other than as expressly permitted in the Agreement; (j) use or advertise the Asana Service in a manner that is misleading, including by misrepresenting Partner’s relationship with Asana, or that otherwise reflects negatively on or may cause harm to Asana; (k) modify in any way Asana’s trademarks and/or associated logos; or (l) use or duplicate the Asana Service for any purpose other than as specified in the Agreement, including making the Asana Service available to unauthorized third party users.

3. PARTNER OBLIGATIONS; COMPLIANCE.

3.1 Partner Conduct. Partner shall at all times comply with, and shall ensure its employees, officers, directors, subcontractors, agents, or any other third parties performing work on behalf of Partner under the Agreement comply with, (a) all requirements under the Agreement, (b) applicable laws and regulations, and (c) Asana’s Supplier Code of Conduct. Partner shall represent Asana and the Asana Service in a positive and professional manner at all times. Partner will not disparage Asana or the Asana Service and will promote the Asana Service in a balanced and equitable manner compared to any competing products. Partner will not (a) engage in any deceptive, misleading, illegal, or unethical business activities or (b) make any representations, guarantees, warranties, or commitments regarding the Asana Service (i) in addition to or inconsistent with those in the Documentation or (ii) on Asana’s behalf.

3.2 Customer Agreements. Customers may only access and use the Asana Service, or any other Asana offerings including but not limited to any Additional Asana Products, as agreed upon in a Partner Order Form. Use of the Asana Service by a Customer is subject to the Subscriber Terms and applicable Additional Product Specific Terms. Partner is responsible for ensuring that each Customer is aware of and accepts the Subscriber Terms and applicable Additional Product Specific Terms before the Customer is granted access to the Asana Service. Partner agrees that by submitting a Partner Order Form for approval, Partner represents and warrants that the Customer has agreed to the Subscriber Terms and applicable Additional Product Specific Terms in a manner that is legally binding upon the Customer, and agrees to furnish proof of such agreement to Asana upon request. Asana is under no obligation to provide the Asana Service to a Customer or issue invoices to Partner if the Customer has not agreed to the Subscriber Terms and applicable Additional Product Specific Terms. Partner has no authority to and shall not alter, remove, or negotiate the Subscriber Terms or applicable Additional Product Specific Terms with Customers.

3.3 Certification and Training. Partner agrees to complete, in accordance with the requirements set forth in the Partner Program Guide, or upon Asana’s reasonable request, any questionnaires, forms, trainings, and/or certifications relating to the Agreement or the Asana Partner Program.

3.4 Conflicts of Interest. Partner agrees that Partner, employees, officers, directors, subcontractors, agents, or any other third parties performing work on behalf of Partner under the Agreement, do not have a Conflict of Interest that violates or would otherwise affect the Agreement or the Partner’s participation in the Partner Program, including any deals with Customers. Partner agrees, upon request of Asana, to certify to the foregoing in writing. Partner also agrees to promptly notify Asana in writing if Partner becomes aware of any Conflicts of Interest relating to the Agreement, Partner’s Participation in the Partner Program, or any deals with Customers.

3.5 Inspection, Audit, And Records.

• 3.5.1 Partner shall keep and maintain accurate records in connection with its performance and obligations under the Agreement, including but not limited to obligations under this Section 3, for a period of five (5) years after expiration or termination of the Agreement, or longer as may be required by applicable law.

• 3.5.2 Asana has the right to inspect, audit, and make or have made copies of relevant books, records, and accounts of Partner pertaining to the Agreement and/or participation by Partner in the Partner Program, including those of Partner Affiliates and subcontractors performing work relating to the Agreement. Partner agrees to provide Asana with reasonable access to the books, records, and accounts of Partner, including its Affiliates and subcontractors, and to fully cooperate with Asana’s reasonable requests to exercise such right.

3.6 Reporting; Violations. Partner shall promptly notify Asana in writing should it or any of its employees, officers, directors, subcontractors, agents, or any other third parties performing work on behalf of Partner, learn of or suspect any act that may violate any of the requirements or obligations listed in this Section 3 or applicable laws. Partner acknowledges and agrees that any violation of this Section 3 will constitute a material breach of the Agreement, permitting Asana to terminate the Agreement immediately upon providing written notice of such termination to Partner and without any liability whatsoever to Partner. Such termination will not impact any of Asana’s other legal rights and remedies provided in law or elsewhere in the Agreement.

3.7 Compliance

• 3.7.1 Anti-Bribery Laws. Partner, including its employees, officers, directors, subcontractors, agents, or other third parties, must, in the performance of the Agreement, comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and any other applicable anti-corruption laws and regulations of relevant jurisdictions. Partner must also keep accurate books and records of its compliance with these laws. In particular, both Partner and Asana agree that no payments of any kind for any thing of value shall be made in connection with the performance of the Agreement that should have the effect of or be deemed to constitute bribery, extortion, kickbacks, or other improper means of obtaining business or business advantage, whether or not to a Government Official, and whether within the United States or in any other jurisdiction.

• 3.7.2 Export Control and Economic Sanctions. The Asana Service may be subject to export control and economic sanctions laws and regulations of the United States and other jurisdictions. Asana’s, Partner’s, and Customer’s ability to download, access, or use the Asana Service is subject to U.S. Export Administration Regulations (15 CFR Part 730 et. Seq.), economic sanctions regulations administered by the Office of Foreign Assets Control (“OFAC,” 31 CFR Part 500 et seq.), and other applicable U.S. and global export control and economic sanctions laws and regulations. Each Party represents that neither it, nor any of its Affiliates, are named on any U.S. government list of sanctioned parties or any other applicable restricted party list in governing jurisdictions (“Restricted Parties”). Neither Party shall sell, service, access, or use the Asana Service in a U.S.-embargoed country or region or in violation of any U.S. or other applicable governing jurisdiction’s export control or economic sanctions law or regulation. The Parties shall not use the Asana Service to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to any Restricted Parties.

4. ORDERS, PRICING AND PAYMENT.

4.1 Partner Order Forms. All Partner Order Forms must comply with the requirements for the relevant Partner Type as described in the Partner Program Guide. No Partner Order Form will be binding until accepted by Asana. Any additional or different terms under a Partner’s ordering document with a Customer will not be binding upon Asana, and Partner will be solely liable for any claims arising from such terms. Accepted Partner Order Forms are non-cancellable by Partner, unless otherwise set forth herein or in the Partner Order Form.

4.2 Pricing. As between the Parties, if Partner is reselling the Asana Service, Partner is solely responsible for determining Customer pricing, invoicing Partner Customers, and collecting amounts due from Partner Customers. Terms for referral fees or commissions on co-selling opportunities shall be specified in the Partner Program Guide. All arrangements for the provision of Professional Services directly by Partner to a Customer are between Partner and such Customer.

4.3 Payments to Asana. Partner will pay all fees and charges invoiced by Asana within forty-five (45) days of the invoice date (the “Payment Period”). If Partner disputes any part of an invoice in good faith, Partner will, within the Payment Period, pay the undisputed part and provide Asana with timely written notice and detail of the dispute. Amounts due are payable in the currency set forth in the applicable invoice and are non-cancelable and non-refundable unless otherwise provided in the Agreement. Partner is responsible for providing complete and accurate billing information to Asana, including the purchase order number at the time of purchase if Partner requires one. Asana reserves the right to suspend Partner’s account and reject any open Partner Order Forms if Partner’s account becomes overdue and is not brought current within ten (10) business days after Asana provides written notice to Partner of such overdue amounts. Unpaid amounts may be subject to interest at the lesser of 1.5% per month or the maximum permitted by law plus collection costs. Suspension of Partner’s account will not relieve Partner’s obligation to pay amounts due.

4.4 Payments to Partner. If applicable, Asana agrees to pay fees to Partner, in accordance with the Partner Program Guide, for (a) a referral, (b) commission from a sales-assist activity, (c) other applicable payments, or (d) its provision of Professional Services in accordance with the terms of a statement of work between Asana and Partner setting out applicable terms. Partner will provide Asana with complete, correct invoices on a monthly basis (or such other basis as may be specified in the Partner Order Form) in arrears, each invoice to include, for the foregoing period, a detailed description of the services performed, the dates and time spent on each service, the billing amount per time entry, the total amount billed, and an itemized list of applicable expenses (if any). Asana shall pay all undisputed amounts within thirty (30) days of Asana’s receipt of a complete and correct invoice. Notwithstanding the foregoing, if Asana determines that it has paid the Partner an incorrect amount due to miscalculation, error, or other reasons, Partner agrees to reimburse the overpaid amount to Asana within thirty (30) days after Asana’s written notice of such overpayment. At Asana’s sole discretion, instead of reimbursement, Asana may offset the overpaid amount against any future payments owed to the Partner under this Agreement.

4.5 Taxes.

• 4.5.1 General. Each Party shall be responsible for taxes on its own net income and employment taxes on its own employees. Asana's prices and fees specified in an ordering document with respect to the Asana Service are exclusive of all applicable taxes, levies, or duties, and Partner will be responsible for payment of all such taxes, levies, or duties, excluding taxes based solely on Asana's net income. The price of the Asana Service shall be exclusive of any applicable taxes including but not limited to, sales, use, excise, value-added, business, service, goods and services, consumption, and other similar taxes or duties ("Indirect Taxes"). Partner shall pay or reimburse Asana for Indirect Taxes on fees earned under Section 4.5 of this Agreement. Asana agrees to issue to Partner invoices with a detailed itemization of Indirect Taxes charged on its invoices. Where required by law, Asana agrees to issue valid and compliant tax invoices.

• 4.5.2 Withholdings. If any withholding is required by law, or if Partner at its own discretion applies withholding tax to the fees, Partner will pay Asana any additional amounts necessary to ensure that the net amount that Asana receives, after any such withholding, equals the amount Asana would have received if no withholding had been applied. Upon request, Partner will provide documentation showing that the withheld amounts have been paid to the relevant taxing authority. Asana’s failure to charge appropriate Indirect Taxes because Partner provided incomplete or incorrect information to Asana will not relieve Partner of its obligations under this Section. If Partner or a Customer is exempt from certain taxes, Partner or Customer will provide proof of such exemption to Asana without undue delay upon execution of the applicable Partner Order Form.

• 4.5.3 Indirect Taxes. The Partner acknowledges and agrees that all amounts payable under Section 4.5 of this Agreement are exclusive of any Indirect Taxes. Partner shall be responsible for the payment of all Indirect Taxes on fees earned by Partner under Section 4.5. If Partner collects and remits Indirect Taxes on fees earned under Section 4.5, the Partner's invoices will include an itemized list of Indirect Taxes billed by tax jurisdiction. Where required by law, Partner agrees to issue valid and compliant tax invoices for all fees earned under this Agreement. If Asana is required by applicable law to withhold any taxes from payments made to Partner, Asana shall withhold and remit such taxes to the appropriate governmental authority and provide Partner with the necessary documentation to support the remittance of any withheld taxes.

• 4.5.4 Cooperation; certifications. Asana and Partner agree to cooperate to accurately determine any withholding tax obligations, minimize the application of withholding taxes, and to qualify for exemptions from any such taxes. The Partner agrees to provide Asana with valid and up-to-date tax residency and tax registration certifications upon request.

5. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP, TRADEMARKS, AND MARKETING

5.1 Intellectual Property Transfers. Subject to the limited licenses and rights set forth in the Agreement, the Parties do not intend to transfer or assign any of their Intellectual Property Rights or other property rights in their or the other Party’s technology, products, or services. To the extent that any work created under the Agreement constitutes a “work made for hire,” the Intellectual Property Rights relating to such work shall be assigned to the Party paying for such work in accordance with relevant U.S. laws.

5.2 Asana Ownership. Asana and its licensors exclusively own and will continue to own all right, title, and interest, including all related Intellectual Property Rights, in and to; its Confidential Information; the Asana Service and underlying software, including any improvements, updates, enhancements, customizations, or modifications thereto; the Documentation; any documents or materials Asana shares with Partners in connection with the Partner Program; Asana Brand Assets (as defined below); and Asana Materials (as defined below). Asana reserves all rights not expressly granted to the Partner in the Agreement. Nothing contained in the Agreement shall be construed to transfer any rights in or to any of the foregoing unless and other than as explicitly set forth in the Agreement.

5.3 Protection of Intellectual Property. Partner shall provide prompt written notice to Asana should it become aware of any actions by the Partner or a third party, including Customers or Partner Affiliates, which could reasonably be expected to violate any of Asana’s Intellectual Property Rights as set forth in the Agreement and/or the Subscriber Terms. Partner agrees to reasonably assist Asana in any investigation or prosecution of such violations or breaches.

5.4 Asana Trademarks and Marketing Materials. Asana may make available to Partner promotional and marketing materials, training documentation, and other materials related to the Asana Service and/or any Additional Asana Products (the “Asana Materials”) for the sole and exclusive purpose of promoting the Asana Service. Asana grants to Partner a non-exclusive, non-transferable, royalty-free, worldwide, revocable license to use the Asana Brand Assets (as defined in the Asana Brand Guidelines at https://asana.com/brand) and Asana Materials for the sole purpose of: (a) promoting the Asana Service; and (b) promoting the adoption, optimization, and use of the Asana Service by Asana customers or potential customers. Partner agrees to comply with the Asana Brand Guidelines whenever the Partner uses Asana Materials or Asana Brand Assets. Asana may immediately suspend or terminate the Agreement for Partner’s failure to adhere to the Asana Brand Guidelines. All usage of the Asana Brand Assets by Partner shall inure to the benefit of Asana. Upon Asana’s request, Partner agrees to provide Asana with copies of materials bearing the Asana Brand Assets so that Asana may verify the quality of the materials.

If Asana deems, in its sole discretion, that any such materials do not adhere to the Asana Brand Guidelines or do not meet Asana’s quality criteria for marketing materials, the Partner shall suspend use of such materials, including but not limited to the Asana Brand Assets until such time as the Partner has taken the steps required by Asana to solve the identified deficiencies. Partner shall not register or attempt to register any Asana Brand Assets or any mark similar thereto. Partner shall not assert any claim to the Asana Brand Assets (or any similar mark) or any goodwill associated therewith. Partner shall execute such documents as Asana may request to record or effectuate Asana’s ownership of the Asana Brand Assets and related goodwill.

5.5 Partner’s Trademarks. Partner and its licensors and suppliers own and will retain all title and rights to Partner’s name and logos (“Partner Marks”), including all related Intellectual Property Rights. Partner hereby grants to Asana a non-exclusive, non-transferable, royalty-free, worldwide license to use Partner Marks and identify Partner as a partner in Asana’s promotional and marketing materials, on its website, and in other marketing efforts as the Parties may agree from time to time.

5.6 Feedback. If Partner submits any feedback to Asana regarding the Asana Service or Professional Services, Asana may use such feedback for any purpose without any compensation or obligation to Partner provided such use does not violate Section 6 (Confidentiality).

6. CONFIDENTIALITY

6.1 Definition of Confidential Information. As relates to the Agreement, “Confidential Information” means all information of a Party (the “Disclosing Party”), in any form and in any medium, disclosed to the other Party (the “Receiving Party”), regardless of the form of disclosure, 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 without limitation and without the need to designate as confidential: (a) the terms and conditions of the Agreement; (b) the Asana Service, its underlying technology and architecture, and any and all pricing, margin, or discount related information; (c) the Disclosing Party’s business and marketing plans, technologies and technical information, product designs, financial information, pricing and business processes, in any and all jurisdictions; and (d) all Customer information including Customer Data. Confidential Information does not include information that: (i) is or becomes publicly available without breach of the Agreement by the Receiving Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) is or was independently developed by the Receiving Party without the use of any Confidential Information of the Disclosing Party; or (iv) is or was lawfully received by the Receiving Party from a third party under no obligation of confidentiality.

6.2 Protection of Confidential Information. Except as otherwise expressly permitted under the Agreement, with the express prior written consent of the Disclosing Party, or as required by law, the Receiving Party will not disclose, transmit, or otherwise disseminate to any third party any Confidential Information of the Disclosing Party; except the Parties may share the Agreement with any Affiliates of either Party solely for the purpose of entering into additional business transactions. The Receiving Party will use the same care and discretion with respect to the Confidential Information received from the Disclosing Party as it uses with its own similar information, but in no event less than a reasonable degree of care. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, Affiliates, consultants, subcontractors, agents, or advisors (“Representatives”) who have a strict need to know such Confidential Information for the purpose of performing its obligations under the Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in the Agreement. Either Party may disclose the terms of the Agreement to potential parties to a bona fide fundraising, acquisition or similar transaction solely for purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use that are no less protective than those set forth herein.

6.3 Equitable Relief. The Receiving Party acknowledges that the remedy at law for breach of this Section may be inadequate and that, in addition to any other remedy the Disclosing Party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Section by the Receiving Party or any of its Representatives and to enforce the terms and provisions of this Section in addition to any other remedy to which the Disclosing Party is entitled at law or in equity.

6.4 Compelled Disclosure. Notwithstanding the requirements stated in this Section, the Receiving Party may access and disclose Confidential Information of the Disclosing Party if legally required to do so in connection with any legal or regulatory proceeding; provided, however, that in such event the Receiving Party will, if lawfully permitted to do so, notify the Disclosing Party within a reasonable time prior to such access or disclosure so as to allow the Disclosing Party an opportunity to seek appropriate protective measures. If the Receiving Party is compelled by law to access or disclose the disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. Receiving Party will furnish only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

6.5 Return of Confidential Information. Upon expiration or termination of the Agreement and written request by the Disclosing Party, the Receiving Party will promptly (a) deliver to the Disclosing Party all original and copies, in whatever form or medium, of all the Disclosing Party’s Confidential Information, and (b) delete all the Disclosing Party’s Confidential Information from the Receiving Party’s computer systems, retrieval systems and databases. In the alternative, the Parties may agree to allow the Receiving Party to sign a written certification that all Disclosing Party Confidential Information has been removed and destroyed from the Receiving Party’s computer systems, retrieval systems, and databases, rather than requiring the return of such information under paragraph (a).

7. DATA SECURITY AND PRIVACY.

All capitalized terms in this Section 7: Data Security and Privacy that are not defined in the Agreement shall have the meaning as set forth in the Asana Data Processing Addendum available at https://asana.com/terms/solutions-partner-dpa (the “DPA”). The DPA applies to Partner’s access to Customer Personal Data. Partner agrees that its relationship to Asana is that of a subprocessor when accessing Customer Data on Asana’s behalf, or accessing Customer Information as permitted by Asana for general customer experience services. Asana may provide Partner access to Customer’s account information, inclusive of Customer Data, billing information, and usage metrics (collectively, “Customer Information”) for Partner to provide customer services related to the Asana Service. Partner shall not: (a) disclose Customer Data except as compelled by law or as expressly permitted in writing by the Customer; provided, however, that if disclosure is compelled by law, the Partner shall notify Asana promptly in writing prior to such disclosure (to the extent permitted by law) and describe the applicable law or regulation under which the disclosure is required; (b) access or modify Customer Data except to; (i) provide the Partner services and/or deliverables or (ii) prevent or address service or technical problems; or (c) use Customer Information to promote its own products or services in any way unless and as explicitly agreed to in writing between Customer and Partner. Partner also agrees to review, acknowledge and comply with applicable provisions in Asana’s Partner Data Security Standards available at https://asana.com/terms/solutions-partner-data-security, as updated by Asana from time to time at its sole discretion, which outline the minimum security requirements for all Partners participating in the Partner Program.

8. TERM AND TERMINATION

8.1 Term. The Agreement commences as of the Effective Date and will continue for an initial term of twelve (12) months, unless earlier terminated as provided herein (“Initial Term”). Thereafter, the Agreement automatically extends for successive twelve-month periods (each a “Renewal Term” and, together with the “Initial Term”, the “Term”), unless either Party gives the other written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term, or otherwise terminates the Agreement as set forth herein.

8. 2 Termination for Cause. Either Party may terminate the Agreement and/or any Partner Order Form: (a) upon thirty (30) days written notice if the other Party is in material breach of the Agreement and fails to cure such breach within the notice period, (b) with immediate effect upon receipt by the other Party of written notice if the other Party (i) is in material, non-curable breach of the Agreement (including but not limited to a breach of confidentiality or intellectual property rights and obligations), (ii) is in breach of Section 3 (Partner Obligations; Compliance); (iii) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days; (iv) publicly announces or otherwise notifies the other Party that it has reached agreement to acquire or be acquired by the other Party’s competitor(s); (v) has committed fraud or misrepresentation in either entering into or performing the Agreement; or (vi) have become the target or subject of an investigation or prosecution by the government, whether State or Federal, for alleged violation of laws.

8.3 Termination for Convenience. Asana may terminate the Agreement upon fifteen (15) days’ written notice to Partner for any reason or no reason whatsoever.

8.4 Effect of Termination. Notwithstanding any other provision of the Agreement: (a) termination or expiration of the Agreement will not relieve either Party of its outstanding payment obligations at the time of such termination or expiration unless otherwise prohibited by law; and (b) immediately upon termination, all rights granted to Partner under the Agreement shall terminate and Partner shall have no further rights as stated herein. Provisions specified herein as surviving provisions in the Agreement, and other provisions necessary to their interpretation or enforcement, will survive indefinitely and will remain in full force and effect. Notwithstanding the above, the following shall survive in accordance with their respective terms: (i) any rights granted to a Customer under an ordering document before expiration or termination of the Agreement; and/or (ii) any Professional Services obligations committed to a Customer as part of a Partner Order Form.

9. WARRANTIES

9.1 Partner Warranties. Partner represents, warrants, and covenants: (a) it has the legal power to enter into and perform its obligations under the Agreement; (b) it has obtained all licenses, authorizations and permits to perform the rights and obligations herein; (c) it will diligently perform the services indicated in the Agreement and/or applicable Partner Order Form in a timely, professional, and workmanlike manner, and in accordance with the highest applicable industry standards as well as all applicable Asana standards and policies, including those referenced herein; (d) it will not make any representation or warranties to any Customer that purports to be by or on behalf of Asana, or circulate or produce misleading materials or content related to Asana or the Asana Service; (e) it will provide its own products and services to Customers with promptness and diligence, in a professional manner consistent with applicable industry standards; (f) that it is not entering into the Agreement for the purpose of any benchmarking or competitive purposes; (g) it will comply with all laws, rules, and regulations applicable to its performance of its obligations under the Agreement; and (h) that it will not share Customer Data, content from the Asana Service, or any other Asana Confidential Information with any of Asana’s competitors.

9.2 Asana Warranties and Disclaimer. Asana represents and warrants that it will comply with all laws, rules, and regulations applicable to its performance of its obligations under the Agreement. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ASANA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE ASANA SERVICE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE ASANA SERVICE IS PROVIDED “AS IS.” IN NO EVENT WILL ASANA BE LIABLE TO PARTNER (OR TO ANY INDIVIDUAL OR ENTITY AFFILIATED WITH PARTNER) FOR ANY CLAIM, LOSS OR DAMAGE ARISING OUT OF THE OPERATION OR AVAILABILITY OF THE ASANA SERVICE, MADE AVAILABLE, ACCESSED OR USED AS PART OF THE AGREEMENT. ANY WARRANTIES GIVEN BY ASANA EXTEND SOLELY TO THE PARTNER AND ARE NOT TRANSFERABLE.

10. INDEMNIFICATION.

10.1 Indemnification by Partner. Partner will defend, indemnify, and hold harmless Asana and its officers, directors, employees, representatives, and agents (“Asana Indemnified Parties”) from and against any third party claim, demand, suit, or proceeding against Asana Indemnified Parties, and any resulting losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees), to the extent arising from or relating to (a) allegations that the Partner’s products or services, or any data that the Partner puts into the Asana Service, infringes the Intellectual Property Rights of, or otherwise harms or violates the privacy rights of such third party; (b) is based upon a representation or promise made by the Partner to such third party; or (c) relates to Partner’s breach or alleged breach of this Agreement (including but not limited to Section 3) or its conduct in connection with resale, marketing, or servicing of the Asana Service. Partner must defend Asana against such claims and pay amounts awarded by a court of competent jurisdiction against Asana or otherwise included in a settlement approved by the Partner. Asana is responsible for promptly: (i) notifying Partner in writing of any such claims brought by third parties; (ii) supplying information requested by the Partner to defend the claims; and (iii) allowing the Partner to control the defense and settlement of such claims, including mitigation efforts. Asana agrees to reasonably cooperate in Partner’s defense of third party claims covered by this Section.

10.2 Indemnification by Asana. Asana will defend, indemnify, and hold harmless Partner and its officers, directors, employees, representatives, and agents (“Partner Indemnified Parties”) from and against any third-party claim, demand, suit, or proceeding against Partner Indemnified parties, and any resulting losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees), to the extent rising from or relating to allegations that the Asana Service as acquired under the Agreement infringes a patent or copyright (“IP Claim”). Asana will defend Partner against such IP Claims and pay amounts finally awarded by a court of competent jurisdiction against Partner or otherwise included in a settlement approved by Asana. Partner is responsible for promptly: (i) notifying Asana in writing of the IP Claim; (ii) supplying information requested by Asana; and (iii) allowing Asana to control the defense and settlement of the IP Claims, including mitigation efforts. Partner agrees to reasonably cooperate in Asana’s defense of IP Claims covered by this Section.

10.3 In connection with IP Claims, Asana may: (a) contest the IP Claim; (b) obtain permission for Partner or Customer’s continued use of the Asana Service; (c) replace Partner and/or Customer’s access to or use of the Asana Service with substantially similar functionality; or (d) terminate Partner and/or Customer’s access to and use of the Asana Service or offering upon sixty (60) days’ prior notice and offer a prorated refund for any a prepaid subscription fees covering the applicable Subscription Term. Asana has no responsibility for claims, including IP Claims, based on non-Asana products and services, items not provided by Asana, Asana products and services sold to Customers without Asana’s permission, or any violation of law or third party rights caused by Partner, Customer, or Partner or Customer materials.

10.4 Exclusive Remedy. This Indemnification Section sets forth each Party’s entire obligation and exclusive remedy regarding the third party claims described in this Section.

11. LIMITATION OF LIABILITY.

11.1 Limitation of Liability. To the extent permitted by law, each Party’s total, cumulative liability, together with all of their Affiliates, for all claims arising out of or related to the Agreement, whether based on contract, tort (including negligence) or any other legal or equitable theory, will be limited to the total fees paid by the non-breaching Party under the Agreement in the twelve (12) months preceding the first event giving rise to liability.

11.2 Exclusion of Consequential Damages. In no event will either Party, or their Affiliates, have any liability arising out of or related to the Agreement for: (a) any special, incidental, exemplary, punitive, indirect, or consequential damages; and/or (b) lost profits (whether direct or indirect), for loss of use or data, service interruption, business, value, revenue, goodwill, or anticipated savings whether based on contract, tort (including negligence) or any other legal or equitable theory, even if the Parties have been advised of the possibility of such damages or such damages were otherwise foreseeable. This disclaimer will not apply to the extent prohibited by law.

11.3 Exceptions. The following are excluded from the limitation set forth in Section 11.1 and the exclusions in Section 11.2: (a) Partner’s obligations to pay for products, services, or taxes set forth in Section 4 (Orders, Pricing and Payment); (b) a Party’s indemnification for claims set forth in Section 10 (Indemnification); (c) Partner’s breach of Section 3 (Partner Obligations; Compliance), Section 6 (Confidentiality) or Section 7 (Data Security and Privacy); or (d) damages arising from a Party’s gross negligence, willful misconduct, or fraud, separate and distinct from a cause of action for a breach of the Agreement.

12. GENERAL

12.1 Governing Law; Venue. The law that will apply in any lawsuit arising out of or in connection with the Agreement, including which courts can adjudicate any such lawsuits, depends on where the Partner is domiciled, as follows:

12.2 Use of Third Parties. Partner must notify Asana in writing, and receive written approval from Asana, in advance of using any third party subcontractor, consultant, agent, or other intermediary, to assist Partner in performing its obligations under the Agreement. Asana may, in its sole discretion, accept or reject any proposed third party under the Agreement.

12.3 Force Majeure. Neither Party shall in any event be liable to the other Party or to others for loss or damage caused by non-performance or a delay in the performance of its obligations under the Agreement to the extent the same resulted from circumstances that amount to force majeure, including but not limited to strikes, embargoes, riots, fires, floods, war, hurricanes, windstorms, acts or defaults of common carriers, shortage of materials, acts of government or public authorities, or other causes beyond the reasonable control of the Party affected thereby.

12.4 Notices. Asana may deliver general notices related to the Partner Program that apply to all Program partners by e-mail, online via the Partner Portal, or any other reasonable method Asana chooses. Any other notices under the Agreement must be in writing and sent to the business mailing or email address specified below, unless a Party designates in writing a different address. Notices are deemed given when received, but in no event later than five (5) business days after the notice was sent.

Notices to Asana must be sent to: legal@asana.com and partners@asana.com, with a copy to Asana, Inc., 633 Folsom Street, Suite 100, San Francisco, CA 94107, Attn: Legal Department.

Notices to Partner shall be sent to the Partner signatory below.

12.5 Entire Agreement. These Partner Program Terms, including all documents referenced herein, attachments and exhibits hereto, as well as the Partner Program Guide and any other documents referenced therein, constitutes the entire agreement between the Parties as to its subject matter and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No terms or conditions stated in any Partner Order Form or invoice will be incorporated into or form any part of the Agreement, and all such terms or conditions will be null and void.

12.6 Amendments. Except as set forth herein, no modification, amendment, or waiver of any provision of the Agreement will be effective unless in writing signed by both Parties.

12.7 Assignment. The Agreement and any rights or obligations hereunder may not be assigned or delegated by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, and any attempted assignment or delegation without such consent shall be void; provided, however, that either Party may assign the Agreement in whole without the consent of the other Party to any Affiliate or to any person or entity which acquires all or substantially all of its assets or stock, whether by sale, merger or otherwise, except that Partner may not assign the Agreement or its rights and obligations hereunder to any Asana competitor. Subject to the foregoing restriction, the Agreement shall be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors.

12.8 Third Party Beneficiaries. The Agreement will inure to the benefit of and will be binding upon the Parties and their respective successors and permitted assigns. There are no third party beneficiaries to the Agreement.

12.9 Severability; No Waiver. If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect. Waiver by a Party of any provision or of its rights under the Agreement will not constitute waiver of any other provision or rights under the Agreement.

12.10 Counterparts. These Partner Program Terms may be executed in one or more counterparts, each of which, when executed, shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. These Partner Program Terms may be executed via facsimile or other electronic signature.

12.11 Headings. The headings in these Partner Program Terms are included for convenience only and in no way define or limit any of the provisions of the Agreement or otherwise affect their construction or effect.