Public Entity Addendum to Subscriber Terms

This Public Entity Addendum (“Addendum”) applies to United States government Customers, including entities of the United States federal Government (“Federal”), state and local government or public education entities in the United States (“SLED”), or a federally recognized Native American Indian Tribe (“Tribal Entities”) (collectively, the “Public Entity”) purchasing and using Asana’s collaborative workplace management service (the “Service”) in their official capacity.

This Addendum is incorporated into and forms part of the Asana, Inc. (“Asana”) Subscriber Terms, or a written executed agreement between the parties (the “Agreement”) for use of the Service. All capitalized terms not defined herein shall have the meanings set forth in the Agreement, as applicable. The terms of the Agreement shall continue to apply in full force and effect except as modified by this Addendum.

Asana acknowledges that statutes and regulations governing Federal and SLED Customers may require that certain terms in commercial supplier agreements be limited and may be ineffective and inoperative. Therefore, to the extent the deviations set forth in this Addendum are required by applicable law, Asana and the Public Entity agree that the following provisions take precedence over any conflicting terms in the Agreement:

A. Grant of License. The Agreement and Addendum shall bind the Public Entity as end user and not a government employee or person acting on behalf of a Public Entity in their personal capacity. Use of the Service for private, personal, or non-governmental purposes shall result in the waiver of this Addendum and the terms and conditions of the Agreement shall apply without modification.

B. Public Disclosure Laws. Notwithstanding any confidentiality obligations in the Agreement, Asana acknowledges that the Public Entity may be compelled to disclose certain categories of information that meet the definition of Confidential Information pursuant to applicable freedom of information and public disclosure laws (including, but not limited to, the Federal Freedom of Information Act and state equivalents). Prior to any such disclosure, the Public Entity shall provide prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Asana’s cost, if Asana wishes to contest the disclosure. To the extent the Public Entity is required to retain Confidential Information by law, regulation, or its internal document retention procedures for legal, regulatory, or compliance purposes, all such retained Confidential Information will continue to be subject to the confidentiality obligations of the Agreement.

C. Taxes. Asana will include no tax in Public Entity billings for Federal government accounts unless the tax has been determined by the Public Entity to be proper for payment.

D. Indemnification, Liability, Statute of Limitations. Any provisions in the Agreement requiring the Public Entity to indemnify Asana shall be deemed void and not binding against the Public Entity. For Federal Customers, liability of either party for any breach of the Agreement as modified by this Addendum, or any claim, demand, suit, or proceeding arising from the Agreement or this Addendum, shall be determined under the Federal Tort Claims Act, Contract Disputes Act, or other governing federal authority. Federal Statute of Limitations provisions shall apply to any claim, demand, suit or proceeding arising from the Agreement or this Addendum. For state and local Public Entities, liability of either party for any breach of the Agreement as modified by this Addendum, or any claim, demand, suit, or proceeding arising from the Agreement or this Addendum, shall be determined under the applicable state tort claims act or other governing state authority. The Parties agree that nothing in the limitation of liability provision in the Agreement in any way grants Asana a waiver from, release of, or limitation of, liability pertaining to any past, current or future violation of federal law.

E. Governing Law and Forum.

(a) Federal. As it relates to Federal Public Entities, the Agreement, this Addendum, and any disputes arising out of or related thereto shall be governed by, and interpreted and enforced in accordance with applicable U.S. Federal laws. Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable federal law is hereby deleted and superseded by the forum or venue required by applicable law.

(b) SLED. As it relates to SLED Public Entities, the Agreement and any disputes arising out of or related thereto shall be governed by the laws of the state pursuant to which the Public Entity is created, or else the state in which the Public Entity’s primary headquarters or main office is geographically located. With respect to all disputes arising out of or related to the Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in such state. To the extent permitted by law, the laws of the State of California including its choice of law rules will apply in the absence of applicable state law. Any arbitration, mediation or other dispute resolution provisions in the Agreement are hereby waived. Any equitable or injunctive relief, including award of attorneys’ fees, may be awarded against the Public Entity only where permitted by applicable law or statute.

(c) Tribal Entities. As it relates to Tribal Entities, the Agreement and any disputes arising out of or related thereto shall be governed by the laws of the United States, including applicable federal Indian law, and where not consistent with federal law, the laws of the state in which the Tribal Entity’s principal office or reservation is located. The parties acknowledge that the Tribal Entity possesses sovereign immunity pursuant to its Articles of Organization. By entering this Agreement, the Tribal Entity expressly and unequivocally grants a limited waiver of its defense of sovereign immunity in favor of Asana for the limited purposes of enforcing this Agreement.

F. No Automatic Renewal. Asana agrees to remove the auto-renew default setting for any Public Entity whose account details page designates an email address that ends in .gov, .mil, or .fed.us. Instead, Asana will notify the Public Entity upon expiration of the then current term to allow the Public Entity to determine if funds are available and if the Service will be needed for a renewal period. Asana will seek to obtain prior express approval by the designated billing owner or Admin for the Service for all renewals.

G. Audit; Continuity of Service During Dispute. Asana may audit the Public Entity’s compliance with the Agreement. If a discrepancy is found during an audit that may result in a charge by Asana to the Public Entity, this charge must comply with the proper invoicing requirements specified in the underlying Agreement or order. Solely for Federal Customers, Asana agrees to waive the language in the Agreement that that would otherwise permit Asana to terminate the contract if an alleged breach of the Agreement by the Public Entity occurs. If Asana believes a Federal Customer is in breach of the Agreement, it shall pursue its rights under the Contract Disputes Act or other applicable law while continuing performance as set forth in the applicable Contract Disputes Act provision incorporated into the Agreement. During the resolution of the dispute Asana shall proceed diligently with performance of the contract, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Federal Customer Contracting Officer.

I. Intellectual Property. The Service constitutes a “commercial product or commercial service” and includes “commercial computer software” and “commercial computer software documentation.” Pursuant to FAR 12.211 and 12.212, as applicable, the Federal Government shall have only the license rights in technical data, computer software, and computer software documentation specified in the Agreement, and no Customer or Authorized Reseller may agree to grant end user any rights in Asana’s technical data inconsistent with the Agreement. If the Federal Government has a need for rights not conveyed under these terms, it must negotiate with Asana to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be incorporated into the Agreement.

J. Federal Affirmative Action. Asana shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin, or for inquiring about, discussing, or disclosing compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.

K. Assignment. As it relates to Federal Customers, the Agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Federal Customer’s prior approval, except as expressly permitted. As it relates to SLED Customers, assignment of the Agreement will be consistent with applicable state law.

L. Further Amendment. Asana may unilaterally revise the Agreement terms if such revisions are not material. A material revision is defined as: (a) terms that change the Public Entity’s rights or obligations; (b) terms that increase Public Entity prices; (c) terms that decrease overall level of service; or (d) terms that limit any other Public Entity right addressed elsewhere in the Contract. For revisions that will materially change the terms of the Agreement, the Agreement must be revised using a bilateral modification. Any Agreement terms revised unilaterally subsequent to execution of an Order Form that are inconsistent with any material term or provision shall not be enforceable against the Public Entity, and the Public Entity shall not be deemed to have consented to them. Unless otherwise agreed upon by the Parties, Public Entity’s continued use of the Service after the Effective Date shall constitute agreement to this Addendum.

M. Posting of Addendum: This Addendum shall be posted with Asana’s online Agreement either by incorporation of its text or via an integral link.