Government Addendum

Addendum to
SNYK SOFTWARE AS A SERVICE AGREEMENT
for Government Entities

THIS Addendum, by and between Snyk, Inc. (“Snyk” or the “Contractor”) and Customer, supplements and amends the SNYK SOFTWARE AS A SERVICE AGREEMENT by and between Snyk and Customer (the “Agreement”) only to the extent that Customer is a Government (as defined below) entity.

The parties acknowledge that the Government acquires commercial computer software under the license customarily provided to the public to the extent such license is consistent with federal law and otherwise satisfies the Government’s needs. Snyk agrees to modify the Agreement to remove inconsistencies with federal law and regulations as described herein. In the event of any conflict or inconsistency between the terms in this Addendum and the terms of the Agreement, this Addendum will prevail to the extent of such conflict or inconsistency.

1. Additional Definitions.

The following definition applies to this Addendum:

“Contract” means the Agreement as supplemented and amended by this Addendum.

“Classified Information” means (i) information that has been designated by the U.S. government as requiring protection against unauthorized disclosure in the interest of national security pursuant to Section 1.2a of Executive Order 13526, Classified National Security Information, or any predecessor order, and the Atomic Energy Act of 1954, as amended, including information designated as “Confidential,” “Secret,” or “Top Secret”; or (ii) information otherwise deemed by the U.S. government to require special clearance for use, access, or maintenance.

“Export-Controlled Information” means any information that is subject to restrictions under export and re-export control laws and regulations, including but not limited to the Arms Export Control Act ("AECA"), 22 U.S.C. Ch. 39; the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. §§ 120-130; the Export Control Reform Act of 2018 ("ECRA"), 50 U.S.C. §§ 4801-4852; the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774, and any other export authorities identified in Supplement 3 to Part 730 of the EAR.

“Government” means any agency or department that is an instrumentality of the United States, or of any U.S. State, under its executive, legislative, or judicial branch, or any independent instrumentality of the United States (such as the U.S. Securities and Exchange Commission or the U.S. Federal Communications Commission), or of any U.S. State, or any agency or department that is an instrumentality of a United States county or municipality. For the purposes of this Addendum, Government shall be synonymous with “Customer” as defined and used in the Agreement.

2. Commerciality.

The Government acknowledges that Snyk’s Services under the Contract constitute commercial computer software (as that term is used in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement), developed entirely at private expense, and without the use of any U.S. Government funds.

3. Modifications to Terms Inconsistent with Federal Law.

The following terms are modified or replaced to remove inconsistencies with federal law.

1 DEFINITIONS, “Losses”	Equitable relief and the award of attorney’s fees, costs, or interest are only allowed to the extent permitted by statute (e.g., the Prompt Payment Act or Equal Access to Justice Act).
7.3 Committed Subscription Fees and Taxes	Any taxes the Contractor believes to be payable by the Government must be submitted individually to the contracting officer for adjudication or included in the price.
8 Confidentiality	Issues regarding release of confidential information by the Government will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement.
9.1 Customer Indemnification	Any language requiring the Government to indemnify any party is hereby deleted. Recourse against the United States for any alleged breach of this agreement must be brought as a dispute under the Contract Disputes Act in accordance with the Disputes clause at FAR 52.233-1. While a dispute is pending, the Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.
9.3 Indemnification Procedures	Any language giving entire control of litigation to a contractor is hereby modified as follows: If a third party claims that products or services delivered under this contract infringe that party’s intellectual property, and the Contractor is obligated to indemnify, defend and hold harmless the Government against such claim, the Contractor shall permit the Government to participate in the defense, at the Government’s sole cost and expense. The Government shall make every effort to fully participate in the defense and/or in any settlement of such claim. However, the Contractor understands that such participation will be under the control of the U.S. Department of Justice, per 28 U.S.C. § 516.
10 Limitation of Liability	This clause shall not impair the Government’s right to recover for fraud or crimes arising out of or related to this Contract under any federal fraud statute, including the False Claims Act, 31. U.S.C. §§ 3729-3733.
11.1 Term	If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance), such license or service shall not renew automatically upon expiration of its current term without prior express Government approval by a warranted contracting officer.
11.2 Termination	The Contractor may not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this contract. If the Contractor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in FAR 52.233-1, Disputes.
12.2 Force Majeure	Excusable delays shall be governed by FAR 52.212-4(f).
12.12 Governing Law	Venue and jurisdiction for any disputes are determined by the applicable federal statute (e.g., Contract Disputes Act) or by the Federal Acquisition Regulation. Any disputes arising under or related to this contract and license agreement will be governed by applicable federal law (federal statutes and regulations and federal common law), not the laws of any particular U.S. state or any foreign country.
12.8 Assignment	This agreement may not be assigned, nor may any rights or obligations hereunder be delegated, without the Government’s prior approval, if prohibited by the Assignment of Contracts Act, 41 U.S.C. § 6305, or the Assignment of Claims Act, 31 U.S.C. § 3727.

4. Additional Terms to Address Requirements of Federal Law.

4.1 End User.

The Contract shall bind the Government ordering activity as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity.

4.2. Changes to Material Terms.

After award, the contractor may not unilaterally revise any material term of this agreement. Material terms are:

(a) Terms that significantly change Government rights or obligations;

(b) Terms that increase Government prices;

(d) Terms that limit any other Government right addressed elsewhere in this contract.

For revisions that will materially change the terms of the contract, the revised terms must be incorporated into the contract using a bilateral modification.

5. Government Obligations.

Notwithstanding any provision to the contrary in the Agreement or this Addendum, the Government shall not upload or input as Customer Data any Classified Information or Export-Controlled Information.