Reseller Partner Program Policies

Version: July 2026

These Reseller Partner Program Policies (“Policies”)are current as of the version date set forth above and will remain in effectunless or until they are superseded by a version with a later version date.Agiloft may update or modify these Policies in its sole discretion, with orwithout notice. These Policies are subject to and made part of the AgiloftReseller Agreement and Agiloft Referral Agreement (each, a “Partner Agreement”).If an entity wishes to participate in the Agiloft Reseller Partner Program (the“Program”), it must enter into a Partner Agreement with Agiloft andenroll in the Program (such entity, a “Partner”). Capitalized terms notdefined in these Policies have the meaning given to them in the Partner Agreements.

 1.RESELLER PARTNER PROGRAM OVERVIEW

The Reseller PartnerProgram is designed for firms that are inspired to lead the next phase ofinnovation and help them connect with their customers by offering marketing,pre-sales, and post-sales support to their customers. Agiloft offers our Partnersrobust resources, training, and tools, enabling them to develop expertisearound specific business functions, product areas, and industries so they canbest serve their customers and differentiate their practices.

The Agiloft ResellerPartner Program enables qualified firms to resell Agiloft products and servicesto end customers of all sizes and industries. Partners dedicate resources tobuild their Agiloft go-to-market strategy. They have the skills to architect,implement, and optimize Agiloft solutions and are trained to provide a unified,consistent, and cost-effective user-oriented experience.

2.RESELLER PARTNER PROGRAM BENEFITS

The benefits towhich a Partner in good standing is entitled, based on the Partner’s tier, areset out below.

Ongoing Agiloft  Communications

Online Webcasts, Channel Newsletter, Updated  collateral, campaign kits and more

Regular meetings with Agiloft's Partner  Manager to review pipeline, business objectives, and growth opportunities

‍Promotional  Visibility

3.RESELLER PARTNER PROGRAM REQUIREMENTS

The below set out requirements of the Program basedon a Partner’s tier.

ARR

“ARR” means the annual recurringrevenue committed for new and add-on subscriptions for the service(s) set forthin an applicable Order Form. Renewal subscriptions are excluded from the ARRcalculations as set forth below. In the event that Partner does not achieve theannual ARR requirements set forth below, the Probation ARR set forth below will,in Agiloft’s sole discretion, apply during a six (6) month probationary period.

‍RENEWALRATE

Requirements‍

Agiloft will review Partner renewalperformance at the end of each Agiloft fiscal year. For Partners participatingin the Member and Premier tiers, Agiloft expects a minimum renewal rate of 80percent across the Partner’s applicable customer base. If a Partner’s renewalrate falls below this threshold, Agiloft reserves the right, in its solediscretion, to take appropriate action, which may include, without limitation,termination of the applicable Partner Agreement.

ROLES AND CERTIFICATIONS

‍CERTIFICATION REQUIREMENTS

The following table outlines recommendedPartner roles and resource levels by tier to support sales, implementation, andongoing customer success. These guidelines are intended to reflect typicalPartner engagement models. In the event of sustained underperformance, Agiloftmay reference these role expectations as part of its review of Partnerperformance and compliance with the Program requirements.

PARTNERROLES BY TIER‍

For the purposes of these Policies, a fullycertified Agiloft Implementer is a resource who has successfully completed theAgiloft Basic, Configuration, and Design training modules.

Partners are expected to ensure thatConsultant / Implementer resources supporting Agiloft customers are fullycertified Agiloft Implementers. Certification requirements, formats, andrenewal expectations may be updated by Agiloft from time to time. Agiloftreserves the right to review Partner certification status and to requirecorrective action if certification gaps materially impact customer, deliveryquality, or support effectiveness.

In addition, Partners are responsible forensuring their resources complete any new training modules released by theAgiloft Partner Enablement team on an ongoing basis, as Agiloft's product andprogram evolve.

CUSTOMER SUCCESS

Partners play a key role in supportingcustomer adoption, value realization, and long term retention. Agiloft expectsPartners to actively manage customer relationships and to take commerciallyreasonable steps to identify and mitigate risks that could negatively impactcustomer renewals.

Agiloft’s primary measure of customer successfor Partners is renewal performance. Agiloft may review customer renewaloutcomes, renewal pipeline visibility, and known account risks as part of itsassessment of Partner performance.

In the event Agiloft identifies materialcustomer success issues, including but not limited to repeated at risk renewalsor unresolved customer escalations, Agiloft reserves the right to requirecorrective action or to take appropriate action in accordance with theapplicable Partner Agreement.

 TECHNICAL SUPPORT

Partner willdesignate a sufficient number of its employees or agents to provide Tier 1support to end users (including both internal and external end users) asfurther described below. Partner shall provide support in the applicable locallanguage and at a level materially comparable to the standard support providedby Agiloft to its own direct customers as described in the https://www.agiloft.com/support-plans.htm, as updated fromtime to time or located at (or redirected to) a different URL. Partner willresolve all product and services related issues which are reasonably resolvableby Partner with the training, documentation, knowledge base and tools madeavailable by Agiloft, and in any event, use commercially reasonable efforts toresolve end user issues before escalating cases to Agiloft. Tier 1 Supportincludes both:

● Basic UserSupport is the basic level of support provided to customers, which mayinclude initial troubleshooting and classification of the problem (e.g.,systems issue or user error). Customer support agents at this level aregeneralists with a broad understanding of the core Agiloft products. They areable to identify an issue, capture a need and resolve basic problems.Unresolved issues at this level are documented and escalated to the next levelof support.

● ConfigurationSupport requires more advanced level tools and skill sets to resolve anissue in a customer's Agiloft production environment. Support agents orresources have an advanced level of technical knowledge and certification,enabling them to resolve more complex issues. They may also have areas ofspecialization, as well as access to advanced diagnostic tools or troubleshootingmethodologies. Support agents should be able to resolve the vast majority ofissues that are escalated by the Basic User Support team.

Partner escalationof cases to Agiloft support (Tier 2 Support) will occur only after Partner hasexercised full resolution diligence and has exhausted its resources forresolving any issue. Unresolved issues shall be documented by Partner, reportedto Agiloft via a ticket submitted in the Agiloft Partner Hub and addressed by Agiloftin accordance with its standard support plan as referenced above, or inaccordance with the Partner Success Plans for Partners if purchased by Partner.Note that Agiloft will work only with support representatives of Partner, notdirectly with customers, and will not work directly with end users (whetherinternal or external to Partner).

Agiloft willmonitor cases escalated to Agiloft by Partner, and if Agiloft determines in itssole discretion that any cases escalated to Agiloft are solvable by Partner, Agiloftwill notify Partner of such occurrences and Partner will remedy the issue andimplement a plan to prevent such erroneous escalations from occurring in thefuture. Communications between Partner and Agiloft will be in English. Agiloftmay require Partner to manage support cases between Partner and its end usersin a case management tool.

If Partner failsto meet these Technical Support requirements and such failure remains unresolvedfor thirty (30) days following notice thereof from Agiloft, Agiloft mayimmediately terminate the Partner Agreement or undertake provision of allsupport to customers directly and decrease Partner’s discount for all productsand services resold by Partner by 10% to be documented in the applicable pricelist for Partner.

CERTIFICATIONREQUIREMENTS FOR PARTNER SUPPORT TEAMS

Partner resourcesproviding configuration support and interacting with Agiloft Support on behalfof customers must be fully certified Agiloft Implementers. Agiloft may updatecertification requirements from time to time and reserves the right to review Partnercertification status if support quality, escalation patterns, or customeroutcomes indicate a need for review.

 4. REFERRALS

To be eligible for a referral fee, a Partnermust identify and submit prospective account and opportunity information to itsdesignated Agiloft Partner Manager, in accordance with the applicable PartnerAgreement.

Submission of referral information does notguarantee acceptance, exclusivity, or eligibility for a referral fee. Agiloftretains sole discretion to qualify, pursue, price, and contract any referredopportunity. Referral fees, if applicable, are governed solely by the terms ofthe applicable Partner Agreement.

The discountedsubscription price Partner pays to Agiloft, and the products available toPartner for resale, are defined below. Under no circumstances does Agiloftmanage or control pricing between Partner and its customers.

‍5.RESELLER PRICING ‍

Agiloft’s currentpricing for its Agiloft CLM licensing (“List Prices”) is made available toPartners through the Agiloft Partner Hub. Partner acknowledges and agrees thatAgiloft may, from time to time, modify the List Prices for its Agiloft CLM licensingin its sole discretion. Any price changes will apply to orders received byAgiloft after the effective date of such changes.

For each ordersubmitted by Partner and accepted by Agiloft, Agiloft will invoice Partner, andPartner will pay Agiloft the applicable List Price in accordance with thecommission structure set forth below

 Discounts  & Incentives

Inclusion in Agiloft social media amplification and  partner promotion activities, including sharing Partner content, at Agiloft  discretion

Inclusion in Agiloft social media amplification and  partner promotion activities, including sharing Partner content, at Agiloft  discretion

The above commissions and incentives areavailable to Partners who have registered their sales opportunities andmaintained accurate deal information throughout the sales cycle.

To receive commission on a transaction, thefollowing conditions apply:

• Orders for net new customers must have a minimum net deal ARR to Agiloft of USD 10,000.
• Partner will bill the customer directly and provide Agiloft with the required customer contact and contract information related to the opportunity and order.

Agiloft Tier 2 Support and upgrades areincluded in the pricing to Partners for Agiloft CLM Licensing

In order to remain eligible for commissions, aPartner is required to provide Tier 1 support to its customers in accordancewith the Program requirements.

If a customer specifically requests thatsupport be provided by Agiloft personnel instead of the Partner due to poorquality support, Agiloft may immediately terminate the applicable PartnerAgreement or undertake provision of all support to customers directly andadjust the Partner’s commission eligibility accordingly.

In the event a renewal results in an overallreduction of more than twenty percent (20%) of the customer's Annual RecurringRevenue (ARR), Agiloft reserves the right, in its sole discretion, to reducethe Partner's applicable commission for that customer by ten (10) percentagepoints for the applicable renewal term. Agiloft may, in its sole discretion,determine that such reduction is not applicable based on the circumstances ofthe renewal.

In no event will a Partner be eligible forcommissions or benefits under more than one Partner tier for a giventransaction.

6. PRODUCT LICENSES

Tosupport Partner enablement and delivery activities, Agiloft may make thefollowing resources available to Partners, subject to the terms of thesePolicies and the applicable Partner Agreement:

• Not for Resale Knowledge Base (NFR KB): Upon request, Agiloft may provide Partners with access to a Not for Resale Knowledge Base for Partner internal use only. The NFR KB is intended solely for Partner operational and enablement purposes and must not be used for demonstration, customer facing activities, resale, or distribution to third parties.
• Enablement KB: Agiloft will provide Partners with access to an Enablement Knowledge Base based on Agiloft’s latest standard template for demonstration and enablement purposes. Requests to update or refresh the Enablement Knowledge Base must be submitted by Partner through Agiloft Support in accordance with standard support processes.
• Product Documentation: Partners will be provided access to Agiloft product documentation and related materials made generally available to Partners.
• Pricing Update Visibility: Agiloft will provide Partners with reasonable advance notice of material pricing updates prior to the effective date of such changes.

AllProduct Licenses, Knowledge Bases, documentation, and related materialsprovided under this section are for Partner use only and remain the exclusiveproperty of Agiloft. Partners may not lease, sublicense, distribute, orotherwise make such materials available to any third party except as expresslypermitted under the applicable Partner Agreement.

 7. INFORMATION SECURITY

Agiloft has adopted and will maintain industry-standardadministrative, physical, and technical safeguards designed to protect thesecurity, privacy and integrity of customer data as described at https://www.agiloft.com/security-policy.htm. Agiloft will not beresponsible for loss of data processed, stored or transmitted on systems ornetworks not owned or operated by Agiloft, including but not limited to theInternet.

8. COLLATERAL MATERIALS

Any collateralmaterial that Agiloft makes available to its Partners, which may includeproduct data sheets, video tutorials, and sales demonstration videos, are theexclusive property of Agiloft.  The salesdemonstration videos are only to be viewed by Partner staff members forinformational and educational purposes. If Partner shares sales demonstration videos with others outside of thePartner’s immediate staff, Agiloft reserves the right to terminate the PartnerAgreement.

9. PARTNER PERFORMANCE TRACKING

All requirementscontained in these Policies may be monitored on a quarterly and annual basis(as applicable) and tracked through a Partner performance report. Performancereviews may include, where applicable, joint business reviews conducted on aquarterly basis, particularly for Partners participating in the Member andPremier tiers. The review process will be conducted the month after each Agiloftfiscal quarter or Agiloft fiscal year.

If Partner doesnot consistently fulfill the performance requirements and does not have anagreed upon action plan to bring performance in alignment with expectations, Partnermay be placed on probation and Agiloft may opt for non-renewal of the Partner Agreement.

Any such probation will be for a period of nogreater than one (1) year during which Partner must seek to improveperformance. Specific milestones for the probationary period will be set andmonitored through the quarterly review process. During the probationary period,Agiloft reserves the right to suspend any or all benefits provided under these Policies.