Workorder Agreement


Nozomi Networks, Inc.
Professional Services Workorder Agreement

Effective as of April 18, 2023

By ordering Standard Professional Services, the services as descried herein,(“Professional Services”) from Nozomi Networks Inc. (“Nozomi Networks”), the customer (“Customer”) agrees to be bound by the terms and services described herein (“Workorder”) as well as the Professional Services Terms and Conditions (“Agreement”) available at: Either Nozomi Networks or Customer may be referred to as “Party”, or collectively as “Parties”, as the case may be.

Professional Services may be delivered directly by Nozomi Networks, or by or through one or more of its affiliated entities. To the extent there is a conflict between these terms and any other terms and conditions, this Workorder shall govern and control.

1. Fees, Payment Terms and Acceptance

Professional Services shall be performed on a time and materials basis. For onsite engagements all travel and subsistence expenses (“T&E”) are chargeable at actual cost according to the Nozomi Networks Travel Policies and are in addition to the Professional Services fees (“Fees”). Estimated T&E may be approved in advance by the Customer and electronic copies of receipts will be provided upon request. Unless Professional Services have been prepaid, all Fees, applicable charges, and T&E shall be invoiced to Customer monthly and all payments shall be paid to Nozomi Networks thirty (30) days from the invoice date. All Fees are exclusive of duties and taxes, and Customer shall be responsible for such duties and taxes. Any Unused Services (as defined below) will be invoiced in full to and paid by Customer immediately upon the expiry of the Professional Services Period (as defined below).

These terms, solely as they relate to the Professional Services described herein, shall supersede any other terms or pre-printed terms on a Sales Order, Purchase Order, or other writing issued by Customer in response to a Nozomi Networks Quotation.

To schedule Professional Services, Nozomi Networks requires an authorized purchase order based on the Quote extended and accepted by Customer, provided electronically and sent to

Nozomi Networks reserves the right to reject purchase orders.

This Workorder shall automatically terminate upon the consumption of all hours provided for under the Quote, Purchase Order, or any other ordering document and/or at the end of the Professional Services Period, whatever event happens first.

2. Re–Scheduling and Scheduled Services Cancellation

(a) For Professional Services provided on an on-site basis, Customer and Nozomi Networks will schedule a mutually agreed time and date for Professional Services delivery. If Customer cancels or postpones the agreed delivery time and date for any reason without providing Nozomi Networks at least fifteen (15) business days advance written notice, if such notice is not provided in accordance with this Section, then Customer will be responsible for the Professional Services fees as follows: (i) written notice is received by Nozomi Networks between ten (10) and one (1) business day before the scheduled commencement of the Professional Services, then Customer shall pay fifty percent (50%) of the fees for the cancelled and/or rescheduled Professional Services; (ii) if written notice is received by Nozomi Networks on or later than the scheduled day of Professional Services or Customer is either unavailable or not present on the scheduled day of Professional Services, then Customer shall pay one hundred percent (100%) of the fees for the cancelled and/or rescheduled Professional Services; and (iii) in addition, Customer shall promptly, not more than fifteen (15) days after the cancellation notice date, or if notice then no later than fifteen (15) days after the date services were to begin or rendered, reimburse Nozomi Networks for all non-cancelable expenses, including any airfare, lodging expenses, or any other costs associated with such cancellation.

(b) For Professional Services provided on a remote basis, Customer and Nozomi Networks will schedule a mutually agreed time and date for Professional Services delivery. If Customer cancels, postpones, or is otherwise unavailable or no-shows on the agreed delivery time and date for any reason without providing Nozomi Networks at least one (1) business days advance written notice and such notice is not provided in accordance with Section 2(b), then Customer shall promptly, and in any event no later than fifteen (15) days from the date services were to begin, pay fifty percent (50%) of the fees for the cancelled and/or rescheduled Professional Services.

3. Work Location, Facilities & Hours

Professional Services can be provided onsite and/or remotely.

For Professional Services provided on an on-site basis, Customer shall make available to Nozomi Networks personnel, office space, computer resources, materials, facilities, and other support as reasonably required and agreed upon between the Parties, to permit Nozomi Networks to perform the Professional Services. Customer work facilities shall be made available in a clean and safe condition. Additionally, Customer will provide access compliant with its own policies to its environment for Nozomi Networks that will be accessible during the entire working time.

For Professional Services provided on a remote basis, Customer will provide a compliant remote access for the duration of the working engagement. The remote access must be able to access both GUI and CLI for in-scope Nozomi Network systems.

Customer will provide either physical access to each datacenter housing in-scope Nozomi Networks equipment or a technical resource in the Customer data center that can add and remove installation media or perform basic technical functions at the direction of Nozomi Networks.

Irrespective of the basis the Professional Service is provided, Customer must assign a primary technical contact that can quickly respond to questions about the in-scope environment and Nozomi Networks system. Furthermore, the primary technical contact must facilitate all necessary access requirements as well as access privileges as defined by Nozomi Networks during the Professional Services Period.

Nozomi Networks defines a workday as a period not to exceed eight (8) hours in a day and during normal working hours with appropriate time provided for breaks, meals and communication back to Nozomi Networks for Nozomi Networks related tasks. All hours worked by Nozomi Networks personnel whether onsite or remote to support the project and project documentation requirements will be chargeable under the engagement. Nozomi Networks uses a forty (40) hour billable workweek, eight (8) hours per day, typically and except for certain countries, Monday through Friday. Work required to be accomplished outside of the standard hours or Workorder as defined herein require an additional purchase order.

For any Professional Services provided on-site, a minimum billing increment of four (4) hours will be charged. If such service hours exceed the initial four (4) hours the minimum billing increment of thirty (30) minutes will be charged for every thirty (30) minutes until the onsite service is complete. For Professional Services provided remotely, the minimum billing increment is thirty (30) minutes for every started task except for de minimis tasks that take less than five (5) minutes where three (3) de minimis tasks will be completed before the minimum billing increment of thirty (30) minutes is charged.

4. Professional Services and Use of Professional Services

The Professional Services covered under this Workorder may include and are limited to the following activities, to be agreed upon prior to or during the engagement with the Customer:

4.1. Project Kick-Off, Closure
Project initiation and internal handover, kick–off preparation and meeting, knowledge transfer, administrative accesses, close–out preparation and meeting.

4.2. Site Survey
Site survey to gather data and collect information on the network setup, the network devices from where the traffic will be collected, the cabling available and the overall site setup as well as the creation of a site survey report.

4.3. Solution Design
Solution design, identification of the best device deployment topology and configuration activities required for the installation as well as drawing of the High Level Design (HLD) and Low Level Design (LLD) of the infrastructure.

4.4. Installation & Basic Configuration
Configuration of all network parameters and checking of the correct functioning of the appliances and the CMC by running site acceptance tests.

4.5. Fine Tuning
Fine tuning of the configuration. Running of the user acceptance test and creation of the user acceptance test report.

4.6. Integration with SIEM
Solution configuration to integrate with customer’s SIEM, integration acceptance and configuration documentation.

4.7. Integration with Other System
Solution configuration to integrate with customer’s system (i.e. Asset Inventory System, Ticketing System, Firewall), integration acceptance and configuration documentation.

4.8. Design Review
Design review of third-party solution design and creation of the solution design review summary.

4.9. Configuration Validation
Validation of third-party device configuration and creation of the configuration validation report.

4.10. Solution Adoption
Custom training, training on the job, answering questions and provide guidance on the Nozomi Networks solution.

4.11. Project Management
Project initiation and internal handover, kick–off preparation and meeting, resource management and resource scheduling, weekly budget consumption and progression reporting which can include:

(a) support cases;

(b) feature requests;

(c) hardware shipping;

(d) escalations/escalation management;

(e) one single point of contact;

(f) knowledge transfer; and

(g) close–out preparation and meeting, project sign–off & acceptance.

The Professional Services only include the implementation of the most recent software release with a maximum of one(1) major upgrade cycle to a newer release, provided that such newer release version becomes available within the duration of the Professional Services Period and provided the remaining hours purchased are sufficient to complete all upgrade activities.

For engagements spanning multiple months, Nozomi Networks will provide monthly status update reports via email. Status updates are provided as-is, without the expectation of re-work or acceptance criteria.

Written documentation or artifacts provided as a part of this engagement are based upon time available and on utilizing commercially reasonable efforts. If other written documentation is required, such documentation will be limited to items produced during the paid consulting time covered in this engagement.

Nozomi Networks, in its sole discretion, reserves the ability to substitute and reassign personnel under this engagement.

If Customer is not dedicating a portion of the purchased Professional Services to Nozomi Networks project management, Nozomi Networks reserves the right to assign a project manager or engagement manager who will use up to twenty percent (20%) of the purchased Professional Services for engagement management tasks such as but not limited to, project initiation and internal handover, kick-off preparation and meeting, resource management and resource scheduling, weekly budget consumption and progression reporting, one single point of contact, escalation management, close-out preparation and meeting.

Where the said twenty percent (20%) doesn’t equal an even number of hours, the minutes will be rounded up to the next full hour.

5. Unused Professional Services

If not otherwise agreed in writing between the Parties, Professional Services must be scheduled, and hours used by Customer not more than six (6) months from the purchase order date (“Professional Services Period”).

Any portion of the Professional Services not used (“Unused Services”) within the Professional Services Period will automatically expire and Unused Services will neither be refunded, nor credited toward any additional or other Professional Services. Where the end date of the Professional Services Period falls on a weekend the next business day will be selected as the Professional Services Period end date.

In order for Nozomi Networks to provide Professional Services to Customer after the Professional Services Period, Customer and Nozomi Networks shall mutually agree, in writing, under a separate purchase order and SOW, to the terms and fees for such Professional Services.

6. No Hardware or Licenses to Software

This Workorder governs only the provision of Professional Services. Any hardware, software, and/or subscription services, including maintenance and support to be provided by Nozomi Networks to Customer shall be governed by a separate agreement or terms and conditions.

7. Prerequisites

Customer has purchased and is in possession of all licenses necessary to complete the engagement.

These are the required and necessary setup steps to be completed by Customer prior to the date Professional Services are scheduled to begin:

a. Provide rack/DIN rail space and network cables for the appliances and associated power supplies.

b. Laying of the cables to connect the appliances.

c. Racking and stacking of the hardware.

d. Configure routing and firewall rules according to the communication requirements needed to make the proposed solution work.

e. Provide Nozomi Networks all requested details in a timely manner during the Information Gathering Phase.

f. Provide environment for Nozomi Networks to operate within their plant facilities.

g. Provide and configure appropriate connection point (SPAN or Mirroring Port) on switches to enable monitoring of the network traffic.

h. Provide Cloud or Virtual Platform for Guardian(s) or CMC(s) installation as appropriate and in line with Nozomi Networks documentation.

In the event the required setup is not completed prior to the Professional Services start date, this may result in a delay and additional costs to the Customer. Nozomi Networks will not be responsible for any such delays or any additional costs resulting from such delay, including but not limited to, costs of rescheduling resources, additional travel or lodging expenses, or any other costs or liability associated with Customers delay.

Nozomi Networks will use email as the approved form of document transfer unless Customer requests another mechanism in writing. There should be no assumption of end-to-end encryption of any email communication to or from Nozomi Networks or its contractors.

Nozomi Networks is neither responsible for supporting or working with: (i) Customer’s software; (ii) Customer systems (whether proprietary or not); (iii) or any third-party software or systems; nor (iv) integrating the Nozomi Networks solution with any customer or third-party systems that are beyond the scope of this Workorder.

8. Subcontracting

Nozomi Networks may choose to utilize qualified subcontractors, who may also be Nozomi Networks employees. Customer agrees to conduct any subcontractor project related communications through the Nozomi Networks project manager or engagement manager.

9. Cooperation

Nozomi Networks and Customer acknowledge completion of this project will require full and mutual good faith cooperation. Where agreement, approval, acceptance, consent or similar action by either Party is required by any provision of this engagement, such action will not be unreasonably delayed or withheld. Professional Services provided in relation to any partial shipments are deemed accepted unless otherwise stated in a mutually agreed upon writing.

10. Exclusions

The Professional Services provided under this Workorder do not include delivery of Professional Services provided by Nozomi Networks Customer Support, including fixing or resolving software bugs. Customer is responsible for maintaining a valid support contract with Nozomi Networks and contacting Nozomi Networks Customer Support for support-related issues.

To avoid detracting Nozomi Networks Professional Services staff from delivery activities, Customer is responsible for managing any/all technical support issues opened during this engagement directly with Nozomi Networks Customer Support. In the event Nozomi Networks Professional Services is asked to manage and/or work with Nozomi Networks Customer Support, this effort/time will be billable to the Customer. Except from on-the-job training or knowledge transfer, any Nozomi Networks Standard Product Training and Training Classes are excluded.

11. Miscellaneous Provisions

In no event shall either Party be liable to the other for any delay or failure to perform due to causes beyond the control and without the fault or negligence of the Party claiming excusable delay (“Excusable Delay”). Nozomi Networks shall immediately notify Customer of any Excusable Delay that it anticipates will delay its full performance. Anything to the contrary notwithstanding, if the Excusable Delay extends Nozomi Networks’ performance ten (10) or more days, Nozomi Networks acknowledges that Customer may terminate the affected Workorder upon written notice of not less than ten (10) business days, without penalty or financial obligation of any type or kind.

12. Language of the Professional Services

All documentation, deliverables, or any other verbal or written communication issued by Nozomi Networks to the Customer during the engagement will be in English only. Nozomi Networks will not provide translation services of any kind.

13.  Approval/Completion 

When timesheet records are provided electronically to Customer, Customer has three (3) working days to review such time sheets and dispute such records (“Review Period”). If such records remain undisputed within the Review Period, then they are considered approved and will be invoiced in accordance with the Payment Terms of the Workorder.

When notification of completion is provided electronically, such as deliverable, task or project completion, Customer has five (5) working days to review such notification or document and dispute such records (“Review Period”). If such records remain undisputed within the Review Period, then they are considered approved and will be invoiced in accordance with the Payment Terms of the Workorder.


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