Korn Ferry Product/Service Specific Terms and Conditions

I. Training Program Terms and Conditions
II. Assessments (Non-SaaS)
III. Reinforcement Application Terms and Conditions
IV. KF Learn Content Package Subscription
V. Alliance Membership Terms and Conditions
VI. Flex Pass Terms and Conditions
VII. Consulting Services
VIII. Train the Trainer Services
IX. IP License (KFLA Product Suite)
X. Software as a Service (“SaaS”) Terms and Conditions
XI. KF Sell - Lite Terms and Conditions

The following Product/Service Specific Terms and Conditions apply to orders completed on a Client Order Form (“COF”) on or after July 15, 2022.

For the Chinese translated version of the terms, please click here.

If applicable, please see the links below for copies of prior terms and conditions that apply to orders placed on or after the referenced date, but before the effective date above:

May 1, 2020

February 4th, 2022

These Product/Service Specific Terms and Conditions apply only in respect of the applicable Product/Service and are in addition to the other terms and conditions applying to the COF. In the event of a conflict between the Product/Service Specific Terms and Conditions and the General Terms and Conditions, the Product/Service Specific Terms and Conditions shall control with respect to the applicable Product(s)/Service(s) only.

I. Training Program Terms and Conditions

If the COF includes any items with a Product/Service Type of “IP Program Materials”, “ILT”, “eLearning” or “Digital”, “Blended” “ILE”, Facilitation or Consulting, the following additional terms and conditions apply:

1. Definitions.

a. “Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on Client’s behalf and have entered into written agreements with Client no less restrictive than the Agreement. Independent contractors may not be competitors of Korn Ferry or its parent company, subsidiaries or affiliates.

b. “Participant” an Employee for whom Client has purchased a license to receive training.

c. “Programs” means Korn Ferry’s training programs and training services described in the COF which include all Program Materials.

d. “Program Materials” means participant materials, facilitator materials and other course materials, whether delivered in print or other tangible media or electronically, and all modifications thereto and all derivatives thereof.

e. “Service Package” means the service support applicable to the Training Program Services subject to payment of the applicable package fees. Description of the Service Package is located here.

2. License and License Fee. Korn Ferry grants to Client during the COF Term, a limited, non-transferrable, non-assignable, non-sublicensable, nonexclusive license to use the Programs to train the Participants (the “License”) subject to Client’s payment of the license fee (“License Fee”) set out in the COF. Each License is valid for a single Participant to participate in one Program. Client’s obligation to pay the License Fee is non-cancellable; the License Fee is non-contingent, non-transferable, non-refundable, and fully earned by Korn Ferry upon Korn Ferry’s delivery of Program Materials to Client.

3. Reproduction License: Where Korn Ferry provides digital versions of Program Materials to Client for printing, Korn Ferry grants to Client a non-exclusive, non-transferable license to print the Program Materials in the form provided during the COF Term. The license does not include the right to modify the Program Materials in whole or in part. Client must retain and keep visibly displayed all copyright and trademark attribution that appears on the Program Materials. Upon the expiration of the COF Term, Client must either return to Korn Ferry or destroy, at Korn Ferry’s direction, any Program Materials in its possession with no copy being retained by Client. Notwithstanding the foregoing, Participants may retain their Program Materials indefinitely for their own personal reference.

4. For “Client Hosted” Programs, Korn Ferry will provide to Client the e-learning Program Materials in SCORM or other standard format for loading onto Client’s learning management system (“LMS”) for Participant use. Client will be responsible for loading the Program Materials onto its LMS. Korn Ferry does not guarantee that the Program Materials will work with all LMS systems.

5. Access to Integrated Learning Experience (“ILE”) Programs or Korn Ferry Hosted Programs will be subject to the terms and conditions of the applicable LMS. Unless otherwise stated on the COF, access to these Programs will be available for a period of (12) months from the COF Start Date.

6. Licenses to SPIN® related Programs, Buyer Focused Prospecting, Buyer Focused Opportunity Strategy, or Buyer Aligned Negotiations, are not valid in Europe or South Africa without Korn Ferry’s prior written authorization.

7. Printed Participant Materials will be available at the price set forth on the COF. If no price is included on the COF, printed Materials will be available at an additional cost, to be set forth in a separate COF.

8. Orders for additional Services must be placed no fewer than 12 business days prior to the date of the relevant session or the date on which Program Materials are required to arrive. Korn Ferry may accept orders fewer than 12 business days in advance of the session or required arrival date, subject to a rush fee and additional shipping charges to cover expedited shipping fees. Korn Ferry will quote rush fees to Client and will not proceed with the order until Client has agreed to the rush fees in writing. Upon Korn Ferry’s written confirmation of its receipt and acceptance of the order, the order will be binding and non-cancellable and non-refundable, and Korn Ferry will invoice Client for such Services. Any orders will be governed by the Agreement.

9. Rescheduling. Korn Ferry will schedule and commit personnel and resources to provide the Services. Korn Ferry understands that Client’s business conditions may change; however, rescheduling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers. Client may reschedule the provision of Services by paying the following fees in addition to the associated fees for any Services rendered. These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties. If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below.

a. If rescheduling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling.

b. If rescheduling 20 or fewer business days before the scheduled program, meeting or session, rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%

c. “Actual Expenses” means amounts Korn Ferry pays to others in anticipation of the Services (e.g., hotels, airlines) that Korn Ferry cannot recover on its termination of the bookings or that Korn Ferry incurs due to changes or cancellations. Korn Ferry will charge Client for costs incurred for any materials Korn Ferry prepares (e.g., for events, workshops, meetings) if the engagement is not rescheduled within two months of the original date.

II. Assessments (Non-SaaS)

If the COF includes any items with a Product/Service Type of “Assessment (Non-SaaS)”, the following additional terms and conditions apply:

1. Definitions.

a. “Assessment Period” means the period of time beginning on the Start Date on the COF or the ordering of the Assessments and continuing for one year.

b. “Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on Client’s behalf and have entered into written agreements with Client no less restrictive than the Agreement. Independent contractors may not be competitors of Korn Ferry or its parent company, subsidiaries, or affiliates.

c. “Report” means a report provided to Client as part of the Assessment Services.

d. “Service Support Level” means the Service Support Level for the Service, where applicable. Description of the Other Services to be provided based on Service Support Level for KF360 is located here.

2. Assessment Ordering. The number of assessments ordered by Client are set forth on the COF. The assessment volume may be increased at any time during the Assessment Period by executing another COF or written order by the Client.

3. Assessment Expiration. Client must use all assessments by the end of the Assessment Period. Client will forfeit, and will not receive a refund or credit for, any unused assessments remaining at the end of the Assessment Period. Assessments may be utilized by Client only; they may not be transferred to any affiliates or any third parties. Once launched, assessments may not be transferred to another individual.

4. Assessment Administration. Assessment Administration will be either Full Service, or Self Service as indicated on the COF.

a. “Assessment Administration” means: (i) account set-up; (ii) creating assessment events; (iii) selecting and adding competencies, capabilities or items, as defined by Client; (iv) entering assessment participants to provide or receive feedback and establishing their relationship, as provided by Client; (v) selecting and determining e-mail invitation and reminder notification content; (vi) supplying assessment event status to Client as requested; and (vii) compiling standard Reports and sending them to the applicable individual. Self-Service Assessment Administration means Client will perform all Assessment Administration. Full Service Assessment Administration means Korn Ferry will perform all Assessment Administration.

b. “Self Service Administration” means: (i) creating Assessment Events; (ii) selecting and/or adding competencies used for feedback; (iii) assigning Raters to Participants and establishing their relationship; (iv) selecting and/or determining e-mail invitation and reminder notification content; (v) loading Participants, Raters, and administrators into the online system; (vi) monitoring Assessment Event status; and (vii) compiling the Participant Report and sending it to the certified facilitator via electronic file. Administration does not include developing a communication strategy or providing consulting services related to the implementation of Assessment Events or any other service not listed above.

III. Reinforcement Application Terms and Conditions

If the COF includes any items with a Product/Service Type of “Reinforcement Application”, the following additional terms and conditions apply:

1) Reservation of Rights. Each party retains all intellectual property rights and any other rights in connection with their respective web sites, software and services and no title to or ownership thereof is transferred to the other party under this COF. This COF places no restriction or limitation on Korn Ferry’s right or ability to license the software relating to the reinforcement application (the “Application”).

2) Payment of Fees. Notwithstanding anything to the contrary herein, Client must pay any applicable installation or setup fees in full prior to Korn Ferry granting Client access to the Application. The license is an annual license contingent upon Client’s payment of the annual license fees. Client must pay renewal fees no later than the anniversary date of the then current term to continue Client’s access to the Application. Client is obligated to pay the fees regardless of whether Client uses the Application or associated services.

3) Confidential Information. The definition of “Confidential Information” included in the General Terms and Conditions includes the Application and all Client data Korn Ferry uses in providing the Service.

4) Restrictions. Client will not: (a) sublicense, transfer or otherwise convey the Application to any third party; (b) modify or create derivative works of the Application; (c) reverse engineer, disassemble, or otherwise reduce the Application to human‐readable form; (d) modify, translate, or create derivative works based on the Application or any Confidential Information provided by Korn Ferry; (e) provide, disclose, divulge, make available to, or permit use of the Application by persons other than Employees; (f) use or copy the Application except as expressly authorized under this COF; (g) remove any proprietary notices or labels on the Application; or (h) attempt to access any software hosted and served by Korn Ferry’s or its contractor’s computers except for the Application unless otherwise agreed in writing by the parties.

5) Terms of Use. Use of the Application is subject to the terms of any end‐user license agreement, terms of use or privacy policy included in the Application.

6) Unless otherwise stated in the COF, access to the Application will be available for twelve (12) months from the Start Date of the COF.

IV. KF Learn Content Package Subscription

If the COF includes any KF Learn Content Package Subscriptions, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions:

1. Definitions

1. “Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on Client’s behalf and have entered into written agreements with Client no less restrictive than the Agreement. Independent contractors may not be competitors of Korn Ferry or its parent company, subsidiaries or affiliates.

2. “Participant” means an Employee who receives access to Programs and Program Materials pursuant to the license granted herein.

3. “Programs” means Korn Ferry’s training programs and training services made available on Korn Ferry’s Learning Management System (“LMS”) as part of the applicable Content Package Subscription, which includes all Program Materials.

4. “Program Materials” means participant materials, facilitator materials and other course materials, whether delivered in print or other tangible media or electronically, and all modifications thereto and derivatives thereof.

5. “Services” means facilitation, consulting or other services provided pursuant to this Agreement.

6. “Service Support” means the Service Support applicable to the Subscription. Description of the Other Services to be provided as part of Service Support for the KF Learn Content Package Subscription is located here.

2. Services/License Grant

1. Korn Ferry grants to Client during the COF Term, subject to Client’s payment of the applicable fee for the Content Packages (“Subscription Fee”), a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, renewable license to access the Programs to train Participants (the “Subscription”). Use of the Service for training is limited to the number of Employees identified on the COF. Client’s obligation to pay the Subscription Fee is non-cancellable, non-contingent, non-transferable, and non-refundable.

2. After Client requests access for a Participant, Korn Ferry will provide a unique password to each user; these are Korn Ferry confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify Korn Ferry of any unauthorized use of which it becomes aware or if any user is no longer employed by Client.

3. Printed Participant Materials will be available at the price set forth on the COF. If no price is included on the COF, printed Materials will be available at an additional cost, to be set forth in a separate COF.

4. Orders for additional Services must be placed no fewer than 12 business days prior to the date of the relevant session or the date on which Program Materials are required to arrive. Korn Ferry may accept orders fewer than 12 business days in advance of the session or required arrival date, subject to a rush fee and additional shipping charges to cover expedited shipping fees. Korn Ferry will quote rush fees to Client and will not proceed with the order until Client has agreed to the rush fees in writing. Upon Korn Ferry’s written confirmation of its receipt and acceptance of the order, the order will be binding and non-cancellable and non-refundable, and Korn Ferry will invoice Client for such Services. Any orders will be governed by the Agreement.

5. Suspension of Access to LMS Platform. Korn Ferry may suspend Client’s access to the LMS at any time: (a) to prevent damage to, or degradation of, Korn Ferry’s network integrity; (b) if Client has failed to pay any amounts for thirty (30) days after Korn Ferry notifies Client of past due amounts; (c) if Client has breached the Agreement in a way that affects Korn Ferry’s provision of the Site or infringes on Korn Ferry’s or any third party’s intellectual property rights; or (d) if Client violates applicable laws, any obligations of confidentiality or privacy to any third party, or governmental regulations, or is subject to a court order requiring suspension. If suspended, Korn Ferry will promptly restore use of the Site to Client after the event giving rise to the suspension has been resolved to Korn Ferry’s reasonable satisfaction. Client is not entitled to a refund or credit on any fees if access to the Site is suspended under subsections (b), (c) or (d).

6. Korn Ferry Data. Korn Ferry may collect usage data and metrics arising out of Client’s use of the LMS and aggregate and analyze any such data and metrics (collectively, the “Korn Ferry Data”). The Korn Ferry Data will be de-identified to exclude any personally identifiable information. Except as may be necessary to provide Services to the Client, Korn Ferry will not use the Korn Ferry Data in a way that identifies Client as the source of any data included in the Korn Ferry Data. Provided Korn Ferry complies with the two immediately preceding sentences, Korn Ferry Data does not constitute Client’s Confidential Information and Korn Ferry may provide the Korn Ferry Data to third parties. Korn Ferry may use, reproduce, distribute, and prepare derivative works from the Client Content as incorporated in the Korn Ferry Data.

7. Rescheduling. Korn Ferry will schedule and commit personnel and resources to provide the Services. Korn Ferry understands that Client’s business conditions may change; however, rescheduling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers. Client may reschedule the provision of Services by paying the following fees in addition to the associated fees for any Services rendered. These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties. If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below.

a. If rescheduling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%

V. Alliance Membership Terms and Conditions

If the COF includes Alliance, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions:

1) Definitions.

a) “Documentation” means user guides, documentation, and training materials (including any updates or amendments thereof) regarding the Site that Korn Ferry makes generally available to its clients.

b) “Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on behalf of Client and have entered into written agreements with Client no less restrictive than the Agreement. Independent contractors may not be competitors of Korn Ferry or its parent company, subsidiaries or affiliates.

c) “Membership” means the license and access described in Section 2 below.

d) “Other Services” means services other than access to the Site, which may include training, coaching or facilitation, which are subject to additional fees set forth on the COF, or may be subject to additional fees and terms as agreed by the Parties.

e) “Participants” means Employees who receive training in a Program pursuant to the license granted herein.

f) “Posted Content” means any questions, comments or other content that the Client or Employees post or enter into the Site.

g) “Programs” means Korn Ferry’s training programs, deliverables, services (including research, drafting, delivery, consulting, and customization work) made available via the Alliance service, including all related materials and Editable ILT/vILT Materials.

h) “Site” means any site or network accessed or used as part of the Membership.

i) “Editable ILT/vILT Materials” means instructor-led, or virtual instructor-led training materials that are provided in editable, native format. This does not included articles, white papers, eLearning, microlessons or other SCORM-based files.

2) License and Restrictions.

a) Grant of License. Upon the execution of the COF and subject to payment of the applicable subscription Fee, Korn Ferry grants to Client, and Client purchases from Korn Ferry, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the Programs and Editable ILT/vILT Materials available as part of the Alliance Membership (“Membership”) solely for Client's internal use by Employees of Client during the Term. During the Term of the Membership, Client may incorporate portions of the Editable ILT/vILT Materials in Client’s training materials or translate or otherwise modify Editable ILT/vILT Materials (“Derivatives”) for its own internal use, provided that Client complies with the following conditions: (i) Client agrees to retain and keep visibly displayed all copyright and trademark attribution in accordance with Section 5 (Proprietary Markings) below; (ii) Client may not sell, sublicense, or permit the use of any or all of the Programs or Editable ILT/vILT Materials, or any Derivatives, by any third party; (iii) Client must not knowingly or willfully take any action that would cause or permit any portion of the Programs to enter the public domain; (iv) Client will obtain and maintain sole ownership of Client’s contributions to the Derivatives and will not license, assign or otherwise transfer those contributions to any third party without the prior written approval of Korn Ferry; and (v) Client may not engage independent contractors or other third parties to create or host the Programs or Derivatives or otherwise delegate any of the rights granted herein without the prior written approval of Korn Ferry. Client will be fully responsible and liable for all actions or omissions of its officers, employees, agents, independent contractors. Any copying, distribution or use of Programs or Editable ILT/vILT Materials not in accordance with the provisions of this Agreement is a violation of these license grants and an infringement of Korn Ferry’s copyrights.

b) Delivery and Access to Programs and Editable ILT/vILT Materials. Upon payment of the Membership fee, Client Employees will be permitted to access digital download versions of Editable ILT/vILT Materials and register for and access Membership Programs and services.

c) Use Restrictions. Client must not, on its own or through a third party: (a) access or use the Site or the Documentation to design, create or build a service or product that is competitive with the Site, or which uses ideas, features or functions that are similar to the Site; (b) license, sublicense, sell, resell, resyndicate, transfer, assign, distribute, lease, rent, loan, or otherwise commercially exploit or make available to any third party the Site or the Documentation; (c) combine or permit sharing of User Licenses by more than one employee; (d) use the Site to provide a service bureau; (e) modify, translate, or make derivative works based upon the Site or the Documentation or any part thereof, or directly or indirectly decrypt, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code of the Site or any portion thereof or its underlying ideas, techniques or algorithms, including the review of data structures or similar materials produced by the Site; or (f) directly or indirectly use the Site in violation of any applicable laws. Except as explicitly granted in the Agreement, Client has no rights with respect to the Site or the Documentation.

d) Rights Notices. Client will not remove any notices or legends that appear in the Site, Documentation, or on any output of the Site (including Editable ILT/vILT Materials), that either identify Korn Ferry as the owner, or provide notice of the confidential and proprietary nature of the materials and their contents, including copyright notices, trademark symbols and notices, and notices that the materials are “confidential” or “proprietary.” Client’s obligation not to remove any notices applies in all circumstances, including when Client copies or distributes materials as permitted by this Agreement.

e) Korn Ferry's Right to Review. Korn Ferry has the right to review the Derivatives created by Client in order to verify compliance with this Agreement, including but not limited to, compliance with Section 5 (Proprietary Markings). In the event that Korn Ferry exercises its right to review the Derivatives, Korn Ferry will have ten (10) business days from receipt of the Derivatives to review the Derivatives and require changes to the Derivatives. If Korn Ferry does not respond within such ten (10) day period, Korn Ferry will be deemed to have consented to the Derivative as delivered by Client.

f) Suspension of Access to Site. Korn Ferry may suspend Client’s access to the Site at any time: (a) to prevent damage to, or degradation of, Korn Ferry’s network integrity; (b) if Client has failed to pay any amounts for thirty (30) days after Korn Ferry notifies Client of past due amounts; (c) if Client has breached the Agreement in a way that affects Korn Ferry’s provision of the Site or infringes on Korn Ferry’s or any third party’s intellectual property rights; or (d) if Client violates applicable laws, any obligations of confidentiality or privacy to any third party, or governmental regulations, or is subject to a court order requiring suspension. If suspended, Korn Ferry will promptly restore use of the Site to Client after the event giving rise to the suspension has been resolved to Korn Ferry’s reasonable satisfaction. Any accounts that are restored after suspension under subsections (b), (c) or (d) may be subject to Korn Ferry’s then-current reactivation fees. Client is not entitled to a refund or credit on any fees if access to the Site is suspended under subsections (b), (c) or (d).

3) Data Usage.

a) Client Content. To facilitate Korn Ferry’s performance of its obligations under this Agreement, Client grants to Korn Ferry during the Term a limited license to use, process and reproduce, any information or data related to Client that is input or uploaded to the Site by Client, provided by Client to Korn Ferry for entry by Korn Ferry into the Site, or otherwise provided to Korn Ferry by Client pursuant to this Agreement (the “Client Content”).

b) Use of Posted Content. Any Posted Content that Client or any Client Employee uploads, enters or otherwise posts to a Site may be used by Korn Ferry in order to provide and maintain the Site, Services or Korn Ferry’s business. Client and the end user are solely responsible for all Posted Content that is shared, provided, displayed, published, or disseminated to others. By providing Posted Content to Korn Ferry, Client and Client’s Employee represent and warrant that providing the Posted Content does not violate any law, contractual restrictions or other third party rights (including any intellectual property rights). Korn Ferry may remove or delete Posted Content from the Site at any time in its sole discretion.

c) Korn Ferry Data. Korn Ferry may: (a) collect data arising out of Client’s use of the Site; (b) collect metrics and data included in the Client Content; and (c) aggregate and analyze any metrics and data collected pursuant to subsections (a) or (b) of this sentence (collectively, the “Korn Ferry Data”). The Korn Ferry Data will be de-identified to exclude any personally identifiable information. Except as may be necessary to provide services to the Client, Korn Ferry will not use the Korn Ferry Data in a way that identifies Client as the source of any data included in the Korn Ferry Data. Provided Korn Ferry complies with the two immediately preceding sentences, Korn Ferry Data does not constitute Client’s Confidential Information and Korn Ferry may provide the Korn Ferry Data to third parties. Korn Ferry may use, reproduce, distribute, and prepare derivative works from the Client Content as incorporated in the Korn Ferry Data.

4) Intellectual Property Ownership. All right, title and interest in and to the Programs and Editable ILT/vILT Materials, including, but not limited to, copyrights and trademarks therein, are the exclusive property of Korn Ferry. All right, title and interest in and to the Client’s contributions to the Derivatives, including, without limitation, all copyrights and trademarks, are the exclusive property of Client. The parties do not intend to create a joint work, as that term is defined under the Copyright Act, 17 USC § 101. Each party's contributions to the Derivatives are owned separately by them and neither will have any interest in or to the other's works except as described in this Agreement. To the extent the rights in Korn Ferry’s portions of the Editable ILT/vILT Materials vest in Client by operation of law or otherwise, Client irrevocably and unconditionally assigns such rights to Korn Ferry. To the extent such rights are not assigned to company, Client grants to Korn Ferry an unlimited, fully paid up, royalty-free license to the Editable ILT/vILT Materials and the Korn Ferry portions of any Derivatives.

5) Proprietary Markings. Client must comply with the following requirements with respect to any Derivatives.

a) Copyright Notice. Client must include the following copyright and proprietary notice on all Derivatives and copies of the Korn Ferry Material:

Copyright © 20___ Korn Ferry (US) ALL RIGHTS RESERVED. Without the prior written permission of Korn Ferry (US), no part of this work may be used, reproduced or transmitted in any form or by any means, by or to any party outside of ____________.

The year the applicable Derivative is created must be included in the copyright notice above. For example, if the Derivative is created in 2009, the year of publication in the copyright notice must read Copyright © 1992 – 2009.

b) Client Copyright Notice. Client may also affix its own copyright notice to the Derivatives and all copies thereof naming Client as the copyright holder of its contributions to the Derivatives

6) Indemnification. Client will defend and indemnify Korn Ferry from any third party claim that (a) any modifications or changes to the Programs or Editable ILT/vILT Materials made by Client or Client’s employees violate any privacy, confidentiality, trade secrets, or misappropriates or infringes any third party intellectual property rights; or (b) arising out of or relating to any Content or other material transmitted by Client or Client employees through the Site or Services, including without limitation any claims related to privacy, confidentiality, trade secrets, misappropriation or infringement of any third party intellectual property rights. Korn Ferry will notify Client promptly of the claim and Client will have control over the defense of such claim(s) related solely to the Client’s actions and/or Content which do not implicate Korn Ferry’s intellectual property rights in the Programs and Services. For avoidance of doubt, Client will have no right to control the defense of, consent to entry of judgment or agree to any settlement that would impede, modify, restrict, license or otherwise effect any rights held by Korn Ferry in any intellectual property (including without limitation the Programs and/or Editable ILT/vILT Materials) without Korn Ferry’s prior written consent.

7) Fees.

a) The Fees for use of the Services are set forth in the applicable COF. Unless otherwise set forth in the COF, Fees will be invoiced upon execution of the COF, and annually in advance for renewals, and as additional services or licenses are added. Fees are non-cancellable and non-refundable regardless of whether Client uses the Services during the Term. If Client has received a discounted Fee in connection with a multi-year commitment, and fails to pay the Fee for subsequent years when they are due, Korn Ferry will invoice Client the difference between the standard fee and the discounted fee paid for previous years.

b) Professional Fees and Expenses. The professional Fees for Other Services, if applicable, will be set forth on the COF. Korn Ferry assesses an administrative charge of professional fees. All professional fees are non-contingent, non-transferable, and non-refundable unless specifically stated otherwise in the COF. Korn Ferry will invoice direct out-of-pocket expenses, including consultant travel, accommodation and meals, courier, shipping, reproduction, and video-conferencing, on a monthly basis as incurred.

8) Term and Termination.

a) Term. Notwithstanding anything to the contrary in the Agreement, the COF may not be terminated for convenience. The initial subscription period begins on the Start Date and continues for three (3) years (unless a different End Date is set forth on the COF) (the “Initial Term”). Thereafter, subscriptions will automatically renew for additional three (3) year terms (each a “Renewal Term”) at Korn Ferry’s then-current rates unless either party provides notice of termination at least thirty (30) days prior to the expiration of the then-current term (the Initial Term and any Renewal Terms are collectively the “Subscription Period”). Client’s notice of termination must include written verification, executed by a corporate officer, that all Korn Ferry Material and Derivatives: (i) will no longer being used by Client; and (ii) will be destroyed at the end of the Term in accordance the Agreement. Client is responsible for all Fees due until the effective date of termination. Unless otherwise set forth in the corresponding COF, all payments are non-refundable and all Services are non-cancelable during any current term unless Client terminates due to Korn Ferry’s uncured material breach of the Agreement.

b) Effect of Termination. Upon termination or expiration of this Agreement for any reason, all licenses granted will terminate and Client must promptly cease use of the Programs including Editable ILT/vILT Materials and the Derivatives and destroy all existing copies of the Editable ILT/vILT Materials and the Derivatives. Client may retain one copy of the Derivatives for archival purposes only and, for the purposes of maintaining employee history, Client may retain those Derivatives that are a part of Client’s personnel files. Individual Participants are permitted to retain indeﬁnitely for their personal reference the tangible Program Materials and Derivatives. No other use of the Programs or Derivatives after termination of this Agreement is permitted. The following provisions of these Terms will survive any termination of the Agreement: 3 (Content and Data), 4 (Intellectual Property Rights), 6 (Indemnification), 7 (Fees).

9) Warranties.

a) Korn Ferry warrants that the Site will perform substantially in accordance with the Documentation and that Services will be performed in a professional and workmanlike manner. As Client’s sole remedy for defective Services, Korn Ferry will repair or replace such Services. Korn Ferry represents and warrants that it will exercise commercially reasonable efforts, including the use of industry standard methods to detect and protect electronically delivered materials against malicious program code insertions, and Korn Ferry will not knowingly introduce into the Site or other electronically delivered materials any virus or other malicious code.

b) EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 9 (WARRANTIES), THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. KORN FERRY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. KORN FERRY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE COMPLETELY SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED.

10) Korn Ferry reserves the right to substitute or migrate the Programs and features provided as part of the Membership at any time, provided that Korn Ferry continues to provide Programs and features with similar or better functionality for the remainder of the Term.

11) Rescheduling.

a) If Other Services are included within the Services, the following Rescheduling policy will apply. Korn Ferry will schedule and commit personnel and resources to provide the Services. Korn Ferry understands that Client’s business conditions may change; however, rescheduling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers. Client may reschedule the provision of Other Services by paying the following fees in addition to the associated fees for any Services rendered. These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties. If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below.

i) If rescheduling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling.

ii) If rescheduling 20 or fewer business days before the scheduled program, meeting or session, rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%

VI. Flex Pass Terms and Conditions

If the COF includes Flex Pass, the following additional terms and conditions apply to the Flex Pass, in addition to the General Terms and Conditions

1. Definitions.

b. “Flex Pass” means a credit that may be used for a single Employee to be trained in one of the eligible Korn Ferry Programs. Eligible Programs include project management, contract management, digital leadership, the current list for which is listed below. Korn Ferry reserves the right to amend the list or substitute Programs based on demand

c. “Participant” an Employee for whom Client has purchased a license to receive training.

d. “Programs” means Korn Ferry’s training programs and training services described in the COF which include all Program Materials.

e. “Program Materials” means participant materials, facilitator materials and other course materials, whether delivered in print or other tangible media or electronically, and all modifications thereto and all derivatives thereof.

f. “Service Package” means the service support applicable to Flex Pass, subject to payment of the applicable package fees. Description of the Service Package is located here.

2. License and License Fee. Korn Ferry grants to Client during the COF Term, a limited, non-transferable, non-assignable, non-sublicensable, nonexclusive license to apply Flex Passes toward training of Participants (the “License”) subject to Client’s payment of the license fee (“License Fee”) set out in the COF. Each Flex Pass is valid for a single Participant to participate in one eligible Program. Client’s obligation to pay the License Fee is non-cancellable, non-contingent, non-transferable and non-refundable, regardless of early termination of the COF. Client must use all Flex Passes by the end of the Term. Client will forfeit, and will not receive a refund or credit for, any unused Flex Passes remaining at the end of the Term. Flex Passes may be utilized by Client only; they may not be transferred to any affiliates or any third parties.

3. Flex Passes may be purchased as either Instructor Led Training/Virtual Instructor Led Training or eLearning, subject to the following:

a. Instructor Led Training/Virtual Instructor Led Training (“ILT/vILT”). ILT/vILT Flex Passes may be used by Employees to access eligible Programs via (i) Private Instructor Led Training (ILT), (ii) Private Virtual Instructor Led Training (VILT), or (iii) public ILT or VILT.

i. Private ILT or vILT sessions are subject to a 15 student minimum to be scheduled and a 25 student maximum per session. If fewer than 15 students attend, the client will still be required to utilize 15 Flex Pass credits. Multiple sessions will be required for more than 25 Participants to maintain an appropriate student to instructor ratio. Private ILT or vILT sessions will required to be scheduled at least 30 days in advance.

ii. Public ILT/vILT trainings are subject to availability and Korn Ferry’s standard registration requirements and deadlines.

b. eLearning. Access to Korn Ferry Hosted eLearning Programs will be subject to the terms and conditions of the applicable learning management system (“LMS”). Access to these Programs will be available for 365 days from the date a Participant first accesses the Program. Access to eLearning Programs must begin before the end of the COF Term, or will be forfeited. Once a Program is accessed, eLearning Flex Passes may not be transferred to another individual.

4. Reproduction License: Where Korn Ferry provides electronic versions of Program Materials to Client for printing, Korn Ferry grants to Client a non-exclusive, non-transferable license to print the Program Materials in the form provided for the number of Flex Passes to be consumed. The license does not include the right to modify the Program Materials in whole or in part. Client must retain and keep visibly displayed all copyright and trademark attribution that appears on the Program Materials. Upon the expiration of the COF Term, Client must either return to Korn Ferry or destroy, at Korn Ferry’s direction, any Program Materials in its possession with no copy being retained by Client. Notwithstanding the foregoing, Participants may retain their Program Materials indefinitely for their own personal reference.

5. Printed Participant Materials for ILT/vILT will be available at the price set forth on the COF. If no price is included on the COF, printed Materials will be available at an additional cost, to be set forth in a separate COF.

6. Rescheduling. Korn Ferry will schedule and commit personnel and resources to provide the Services. Korn Ferry understands that Client’s business conditions may change; however, rescheduling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers. Client may reschedule the provision of Services by paying the following fees in addition to the associated fees for any Services rendered. These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties. If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below.

a. If rescheduling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%


		Course/Product Title	Program Area
Aligning Work With Strategy	ASEP (Digital Leadership)
Building Effective Teams	ASEP (Digital Leadership)
Delivering Business Value	ASEP (Digital Leadership)
Design Thinking For Results	ASEP (Digital Leadership)
Driving and Influencing Change	ASEP (Digital Leadership)
Influencing Without Authority	ASEP (Digital Leadership)
Making Sense of Complexity	ASEP (Digital Leadership)
Managing Critical Relationships	ASEP (Digital Leadership)
Analyzing Benefits and Refining Solutions	Business Analysis
Business Data Modeling	Business Analysis
Business Process Modeling	Business Analysis
Defining Business Needs and Solution Scope	Business Analysis
Developing Use Cases	Business Analysis
Eliciting and Managing Requirements	Business Analysis
Enterprise Business Analysis	Business Analysis
Facilitation Techniques for Business Analysis	Business Analysis
Fundamentals of Business Analysis	Business Analysis
Testing Techniques for Tracing and Validating Requirements	Business Analysis
Budget and Financial Management	Business Skills
Coaching and Mentoring for Improved Performance	Business Skills
Communicating Up: Winning Strategies for Successful Executive Conversations	Business Skills
Critical Thinking and Problem Solving	Business Skills
Establishing a Business Mindset	Business Skills
High-Impact Communication	Business Skills
Taking Charge of Organizational Change	Business Skills
Contract Pricing	Contract Management
Federal Contracting Basics	Contract Management
Managing Service Level Agreements	Contract Management
Negotiation Strategies and Techniques	Contract Management
Operating Practices in Contract Administration	Contract Management
Source Selection: The Best-Value Process	Contract Management
Vendor Performance Management	Contract Management
Cost Estimating	Contract Management
Agile Practices for Product Owners	Lean and Agile
Agile Projects: Keys to Getting Started	Lean and Agile
Continuous Improvement with Lean and Kanban	Lean and Agile
Delivering Agile Projects with Scrum	Lean and Agile
Developing Agile Requirements	Lean and Agile
Estimating and Planning Agile Projects	Lean and Agile
Fundamentals of DevOps	Lean and Agile
Fundamentals of Lean and Agile	Lean and Agile
Iterative Delivery with Scrum and Kanban	Lean and Agile
Lean and Agile for Executives	Lean and Agile
Lean and Agile Project Management	Lean and Agile
Project Portfolio Management Using Agile	Lean and Agile
Aligning Project Management with Organizational Strategy	Project Management
Contract Management Principles and Practices	Project Management
Fundamentals of Project-Based Work	Project Management
Introduction to Project Management	Project Management
IT Risk Management	Project Management
Leading Complex Projects	Project Management
Managing IT Projects	Project Management
Managing Projects	Project Management
Negotiation Skills for Project Managers	Project Management
Planning and Managing Projects	Project Management
Program Management	Project Management
Project Leadership, Management and Communications	Project Management
Project Management Applications	Project Management
Project Management for Non-Project Managers	Project Management
Project Management Fundamentals	Project Management
Project Planning, Analysis and Control	Project Management
Quality for Project Managers	Project Management
Rapid Assessment and Recovery of Troubled Projects	Project Management
Risk Management	Project Management
Scheduling and Cost Control	Project Management
Stakeholder Management	Project Management
Unlocking the Power of Earned Value Management	Project Management
Writing Statements of Work: The Heart of Any Contract	Project Management

THE FOLLOWING FEDERAL PROGRAMS ARE AVAILABLE IN THE US ONLY


		Course/Product Title	Program Area
Advanced Source Selection	Contract Management
Applied Administration of Government Contracts	Contract Management
Contract Closeout	Contract Management
COR Level 1 Training	Contract Management
COR Training Program (Level 2)	Contract Management
FAR Part 15: Negotiated Acquisition	Contract Management
Federal Appropriations Law	Contract Management
Government Contract Law	Contract Management
International Contracting	Contract Management
Managing Cost-Reimbursement Contracts	Contract Management
Managing Performance-Based Service Awards	Contract Management
Market Research and Commercial Item Acquisition	Contract Management
Performance-Based Acquisition: Preparing Work Statements	Contract Management
Project Management for Contracting Professionals	Contract Management
Source Selection Essentials: Planning, Conducting, Debriefing	Contract Management
Subcontract Management in Government Contracting	Contract Management
Acquisition for Federal Government Project Managers (FPM 112)	Federal Project Management (FAC-PPM)
Advanced Acquisition for Federal Government Project Managers (FPM 312)	Federal Project Management (FAC-PPM)
Advanced Earned Value for Federal Government Project Managers (FPM 313)	Federal Project Management (FAC-PPM)
Applied Acquisition for Federal Government Project Managers (FPM 212)	Federal Project Management (FAC-PPM)
Applied Earned Value for Federal Government Projects (FPM 213)	Federal Project Management (FAC-PPM)
Applied Project Management for the Federal Government (FPM 211)	Federal Project Management (FAC-PPM)
Fundamentals of Project and Program Management (FPM 121)	Federal Project Management (FAC-PPM)
IT PM: Core Principles and Processes (FPM 403)	Federal Project Management (FAC-PPM)
IT PM: Management and Resources (FPM 401)	Federal Project Management (FAC-PPM)
IT PM: Operations and Security (FPM 402)	Federal Project Management (FAC-PPM)
Leading Federal Government Project Managers (FPM 314)	Federal Project Management (FAC-PPM)
Leading Federal Government Projects (FPM 114)	Federal Project Management (FAC-PPM)
Leading Federal Government Projects II (FPM 214)	Federal Project Management (FAC-PPM)
Managing Federal Government Projects (FPM 111)	Federal Project Management (FAC-PPM)
Program Management for the Federal Government (FPM 311)	Federal Project Management (FAC-PPM)
Scheduling and Cost Control for Federal Government Projects (FPM 113)	Federal Project Management (FAC-PPM)

VII. Consulting Services

If the COF includes Consulting Services, the following additional terms and conditions apply to those Services, in addition to the General Terms and Conditions:

1. Rescheduling. Korn Ferry will schedule and commit personnel and resources to provide the Services. Korn Ferry understands that Client’s business conditions may change; however, rescheduling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers. Client may reschedule the provision of Services by paying the following fees in addition to the associated fees for any Services rendered. These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties. If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below.

a. If rescheduling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%

VIII. Train the Trainer Services

If the COF includes Train the Trainer Services, the following additional terms and conditions apply to those Services, in addition to the General Terms and Conditions:

1. Client’s internal, employee trainer candidates must successfully complete the certification process before they are certified to present the training to your participants (“Certified Client Facilitators”). If Client’s internal, employee trainer candidates do not meet the certification requirements, Korn Ferry’s master trainer will provide a follow up plan for final certification of the internal trainers requiring additional support.

2. Client understands and acknowledges that Certified Client Facilitators may only train Client’s employees in connection with Certified Client Facilitator’s current employment, and may not utilize the trainings, work product or methodologies in conjunction with any consulting or training services outside of their employment with Client. Client also agrees to pay the applicable fees for each Participant who attends a training session conducted by Certified Client Facilitators and provide each Participant with appropriate Participant materials, which may not be modified, translated or otherwise used to create derivative works. Further, Certified Client Facilitators may not certify others as instructors in their organization.

IX. IP License (KFLA Product Suite)

If the COF includes any items with a Product/Service Type of “IP License (KFLA Product Suite)” the following additional terms and conditions apply:

1. Unless otherwise stated in the COF, the Korn Ferry Materials delivered pursuant to the IP License (KFLA Product Suite) will be provided in MS Excel format.

2. Grant of License.

a. Subject to the terms and conditions contained in this Agreement, Korn Ferry grants to Client, and Client purchases from Korn Ferry, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the Korn Ferry Material during the Term. Use of the Korn Ferry Material is limited to the number of Employees of Client. Client will not use the Korn Ferry Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Term, Client is allowed to: (i) create printed and electronic materials derived from or incorporating the text of the Korn Ferry Material (collectively, the “Derivatives”); (ii) reproduce the Derivatives in paper and electronic form; (iii) use and provide access to the Korn Ferry Material and Derivatives for the number of Employees listed in this; and (iv) use and display the Korn Ferry Material and Derivatives for Client’s internal business purposes only. Absent any additional license, neither the Korn Ferry Material nor the Derivatives may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under this Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s). Unless otherwise authorized by Korn Ferry in writing, only Employees may access the Services or utilize the Korn Ferry Material.

b. Derivative Works and Copies. When applicable, the Derivatives may be created in English and any other language(s) stated in the COF only; any use of or translation of the Korn Ferry Material to other language(s) will require a separate license and fee.

3. Term

a. Notwithstanding anything to the contrary in the Agreement, this COF may not be terminated for convenience. Unless a different Term is set forth on the COF, the term of this license begins upon the Start Date and continues for three (3) years. Thereafter, this COF will automatically renew for additional three (3) year terms at Korn Ferry’s then-current rates unless Client provides notice of termination according to the terms below.

b. Renewal. Client may indicate its desire to not have this COF automatically renew by providing written notice to Korn Ferry at least thirty (30) days prior to the expiration of the then-current term. All notices must be accompanied by written verification, executed by a corporate officer, that all Korn Ferry Material and Derivatives: (a) are no longer being used by Client and (b) have been destroyed in accordance with this COF. Client is responsible for all fees due until the effective date of termination.

c. Effect of Termination. Upon termination for any reason or expiration of this COF as applicable, all licenses automatically terminate. Client must promptly cease use, and destroy all existing copies, of the Korn Ferry Material, including Program Materials, and the Derivatives. Client may retain one copy of the Derivatives for archival purposes only. Client may also retain those Derivatives that are a part of Client’s personnel files to maintain employee history. Participants in a training Program may retain their Program Materials indefinitely for their own personal reference. No other use of the Korn Ferry Material or Derivatives after termination of this COF is permitted.

5. “Fee” means the Fee identified in the COF for the IP License (KFLA Product Suite). The Fee will be invoiced upon execution of the COF. Client’s payment of the Fee allows Client to continue using the Korn Ferry Material and the Derivatives during the period of time for which the Fee is paid. All fees are non-cancellable, non-contingent and non-refundable.

X. Software as a Service (“SaaS”) Terms and Conditions

If the COF includes any items with a Product/Service Type of “SaaS”, the following additional terms and conditions apply to such Product(s)/Service(s). Click here to learn more.

XI. Korn Ferry Kf Sell – Lite (Salesforce) Terms And Conditions

The following terms and conditions apply to orders completed on a Client Order Form, online ordering or other order form to complete a purchase of KF Sell - Lite (the “Order”) on or after December 23, 2022.

For Korn Ferry Global Privacy Policy click here .

1. Client Order. The Order, these Terms and Conditions and Korn Ferry’s Global Privacy Policy (collectively, the “Agreement”) apply to all orders placed for KF Sell – Lite and related services (the “Services”).

a. Placing Orders. The Order identifies the initial Services being purchased. Upon Korn Ferry’s acceptance of the order, the order will be binding and non-cancellable and non-refundable. Client may place additional orders, up to any maximum quantity permitted by Korn Ferry.

b. Nothing in the Agreement obligates Client to place, or Korn Ferry to accept, any additional orders. All additional orders will be governed by the Agreement.

2. Payment of Fees and Taxes

a. All fees for the applicable Services will be paid in USD at the time of ordering via credit card (where available at the time of ordering), or if not paid at the time of ordering, Korn Ferry will invoice Client for all fees when Client submits the Order. All fees are non-contingent, non-transferable, and non-refundable. Invoices are due upon Client’s receipt of the invoice. Unless otherwise required by law, Korn Ferry will assess a service charge of one and a half percent (1.5%) per month for past due amounts. Client will pay all reasonable attorneys’ fees and court costs Korn Ferry incurs in collecting undisputed fees.

b. Client will be responsible for all applicable taxes (excluding taxes imposed on Korn Ferry’s net income) imposed by any taxing authority, whether designated as value-added (VAT), goods and services (GST), sales, use, or other similar taxes (“Transaction Taxes”), now in effect or hereafter imposed, resulting from the fees. If Client is exempt from Transaction Taxes, Client must inform Korn Ferry of its exemption and provide to Korn Ferry complete and proper documentation evidencing the exemption.

c. If Client is required by applicable law to deduct or withhold taxes from any payment due to Korn Ferry, Client will: (i) withhold the legally required amount from payment; (ii) remit the withheld tax to the applicable taxing authority; and (iii) promptly deliver to Korn Ferry original documentation or a certified copy evidencing remittance of withheld tax. If Client does not provide evidence of payment of withheld taxes, Client will reimburse Korn Ferry for the tax withheld from payment to Korn Ferry. Client will comply with all applicable income tax treaties and protocols in determining the amount of tax to withhold.

3. Services/License Grant.

a. Definitions

i. “Administrator License” means a limited type of user license used by Client’s CRM Administrator or sales operations or business operations support that provides administrative permissions to the KF Sell – Lite application to configure features, such as but not limited to: Business Rules, user permissions, and other SFDC configurations needed for the application.. Administrator Licenses will not grant administrative permissions for Client’s CRM.

ii. “Client’s CRM” means the KF Sell – Lite compatible customer relationship management system Client uses to host KF Sell – Lite.

iii. “Documentation” means user guides, documentation, and training materials regarding the Hosted Service that Korn Ferry makes generally available to its clients.

iv. “Employee” means: (a) Client’s employees, and (b) Client’s independent contractors who perform services on Client’s behalf and have entered into written agreements with Client no less restrictive than the Agreement. Independent contractors may not be competitors of Korn Ferry or its parent company, subsidiaries or affiliates.

v. “Hosted Service” means the cloud-based solution(s) and other related software and services Korn Ferry provides under the Order.

vi. “Programs” means Korn Ferry’s training programs and training services, including all Program Materials.

vii. “Program Materials” means participant materials, facilitator materials and other course materials, whether delivered in print or other tangible media or electronically, and all modifications thereto and derivatives thereof.

viii. “User” means an Employee for whom Client has purchased a User License for KF Sell – Lite.

ix. “User License” means a license purchased by Client for one Employee to use KF Sell – Lite during the Subscription Period.

b. KF Sell - Lite and Learning Library. Subject to Client’s timely payment of applicable fees, Korn Ferry grants to Client, and Client purchases from Korn Ferry, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use KF Sell - Lite during the Subscription Period and in accordance with this Agreement (the “KF Sell - Lite License”). Each User may access KF Sell - Lite via Client’s CRM to input and review data for Client’s internal business purposes. Each KF Sell User License includes Users’ ability to access Programs related to KF Sell – Lite via Korn Ferry’s KF Learn platform (“Learning Library”). User Licenses may not be shared or reassigned after a User has accessed the Learning Library. During the Subscription Period, Client may: (a) create printed and electronic materials derived from or incorporating the text of the Korn Ferry Materials (collectively, the “Derivatives”); (b) reproduce the Derivatives in paper and electronic form; (c) use and provide access to the Korn Ferry Materials and Derivatives for the Employees with User Licenses; and (d) use and display the Korn Ferry Materials and Derivatives for Client’s internal business purposes only. Client may not use the Korn Ferry Materials or the Derivatives in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under this Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s). Only Employees may access the Services or utilize the Korn Ferry Materials or Derivatives.

c. 30-Day Trial Period. If Client selects a KF Sell – Lite Trial, Client may have a maximum of 25 User Licenses for limited trial purposes only (“Trial Licenses”). Trial Licenses are valid for 30 days for testing in Client's CRM Sandbox environment only. Any usage past 30 days will be charged at Korn Ferry standard rates.

i. Access to any Training Programs and Program Materials as part of this trial is for demonstration purposes only and must not be used to train any Employees.

ii. For Salesforce users - Registration information will be disclosed to Salesforce and will be used by Salesforce pursuant to its privacy policy available at http://www.salesforce.com.

d. Use Restrictions. Use of KF Sell - Lite is limited to the number of User Licenses purchased by Client (minimum of 3 and up to a maximum of 25 User Licenses per year) and up to any other limits provided in the system including any limitations on annual maximum number of records completed (e.g Blue Sheets). Client must not, on its own or through a third party: (a) access or use the Hosted Service or the Documentation to design, create or build a service or product that is competitive with the Hosted Service, or which uses ideas, features or functions that are similar to the Hosted Service; (b) license, sublicense, sell, resell, resyndicate, transfer, assign, distribute, lease, rent, loan, or otherwise commercially exploit or make available to any third party the Hosted Service or the Documentation; (c) combine or permit sharing of User Licenses by more than one Employee; (d) use the Hosted Service to provide a service bureau; (e) modify, translate, or make derivative works based upon the Hosted Service or the Documentation or any part thereof, or directly or indirectly decrypt, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code of the Hosted Service or any portion thereof or its underlying ideas, techniques or algorithms, including the review of data structures or similar materials produced by the Hosted Service; or (f) directly or indirectly use the Hosted Service in violation of any applicable laws.

e. Rights Notices. Client will not remove any notices or legends that appear in the Hosted Service, Documentation, or on any output of the Hosted Service, that either identify Korn Ferry as the owner, or provide notice of the confidential and proprietary nature of the materials and their contents, including copyright notices, trademark symbols and notices, and notices that the materials are confidential or proprietary. Client’s obligation not to remove any notices applies in all circumstances, including when Client copies or distributes materials as permitted by this Agreement. Where Client creates any Derivatives and/or make copies of Korn Ferry Materials, Client must include the following copyright and proprietary notice on all derivatives and copies of Korn Ferry Materials: “Copyright © 20__ Korn Ferry. ALL RIGHTS RESERVED.”

f. Suspension of Access to Hosted Service. Korn Ferry may suspend Client’s access to the Hosted Service: (a) to prevent damage to, or degradation of, Korn Ferry’s network integrity; (b) if Client has failed to pay any amounts for thirty (30) days after Korn Ferry notifies Client of past due amounts; (c) if Client has breached this Agreement in a way that affects Korn Ferry’s provision of the Hosted Service or infringes on Korn Ferry’s or any third party’s intellectual property rights; or (d) if Client violates applicable laws, any obligations of confidentiality or privacy to any third party, or governmental regulations, or is subject to a court order requiring suspension. If suspended, Korn Ferry will promptly restore use of the Hosted Service to Client after the event giving rise to the suspension has been resolved to Korn Ferry’s reasonable satisfaction. If Korn Ferry suspends access to the Hosted Service under subsections (b), (c) or (d): any accounts that are restored after suspension may be subject to Korn Ferry’s then-current reactivation fees; and Client is not entitled to a refund or credit on any fees.

g. Service and Support. Client must contact Korn Ferry for technical support for KF Sell - Lite prior to contacting Client’s CRM provider.

i. Support services are not provided by Korn Ferry in connection with the free 30-Day Trial.

ii. Korn Ferry will provide email support for current versions of the purchased product to Client’s CRM administrator through the Korn Ferry KF Sell - Lite Support Team during US business hours except Korn Ferry Holidays. Client’s CRM administrator(s) will be responsible for providing direct support to Client Users.

iii. Issues should be reported by the Client’s CRM administrator to the KF Sell - Lite Support Team via email. The KF Sell - Lite Support Team will respond to inquiries for support within one (1) business day. The Korn Ferry Support Team may require additional information from Client to resolve Client’s issue. All support services will be provided in English. Korn Ferry will provide the Support contact email to Client via the Installation Wizard and Admin Guide.

iv. Korn Ferry may require access to Client’s CRM or the application to provide application-level support. If Client declines to give such access, Korn Ferry’s ability to provide application-level support may be limited.

v. Client is solely responsible for providing, at its own expense, without limitation, all network access, telecommunications equipment, hardware, software, software licenses and other equipment as may be necessary to connect to and use the Service. Access to and use of the Service is dependent on the availability and proper functioning of Client’s CRM and Client acknowledges that Korn Ferry has no control over Client’s CRM. Korn Ferry disclaims all responsibility and all liability for any inability to access or use the Service, or degradation of the performance of the Service, to the extent caused by issues, problems, or malfunctions of, or inaccessibility to, Client’s CRM or other third party owned or controlled technology. Client is solely responsible for the configuration of its CRM instance and all technology and services necessary to access and use the Internet and Client’s CRM.

h. Client Obligations. Client represents and warrants that it has an active agreement with Client’s CRM provider that includes all rights necessary to use Client’s CRM, and that entering into this Agreement will not breach any agreement to which Client is a party. Client will provide all information necessary for Korn Ferry to provide the Services, which may include but is not limited to Org ID or other account information for Client’s CRM.

i. Application Security and Service Level Commitment. Notwithstanding anything to the contrary in the Agreement, data security and any service level (e.g., uptime) commitments with respect to KF Sell – Lite, will be governed by Client’s agreement with Client’s CRM provider.

4. Data Usage.

a. Client Data. Client Data includes information or data that Client inputs or uploads into the Hosted Service during the Subscription Period (the “Client Data”). Submission of Client Data may be required to use items licensed under this Agreement. . Korn Ferry may archive, manipulate, use and include Client Data in Korn Ferry’s databases and use de-identified data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide Korn Ferry’s products and services. Processed data is de-identified, aggregated, and published in databases used to create products and services. Korn Ferry’s use of Client Data as described herein is not prohibited by any confidentiality provisions of the Agreement, this Agreement, any non-disclosure or other agreement between the Parties.

b. Personal Data. Users may access other Hosted Services as part of their User License, including access to eLearning Programs. Access to such Programs will require sharing of certain Personal Data with Korn Ferry’s third-party Learning Management System (“LMS”) provider(s). Such Personal Data may include username, email address, first and last name. Where Korn Ferry processes Personal Data as a data processor, or equivalent under applicable data protection law, on Client’s behalf in its performance of the Services, the Privacy and Data Protection Terms Exhibit A will apply. Where the Parties process Personal Data as independent data controllers, or equivalent under applicable data protection law, the Parties will comply with applicable law and maintain adequate security controls relevant to the Personal Data processed. “Personal Data” means any information that Korn Ferry has access to, obtains, uses, maintains or otherwise handles in connection with the performance of the Services that identifies an individual or relates to an identifiable individual.

c. Korn Ferry Data. Korn Ferry may collect metrics and usage data arising out of Client’s use of the Hosted Service which may be used to provide additional services and reporting to Client. Korn Ferry may also aggregate and analyze any metrics and usage data collected pursuant to this Section (collectively, the “Korn Ferry Data”). The Korn Ferry Data will be de-identified to exclude any personally identifiable information. Korn Ferry will not use the Korn Ferry Data in a way that identifies Client or an individual as the source of any Korn Ferry Data. Provided Korn Ferry complies with the two immediately preceding sentences, Korn Ferry Data does not constitute Client’s Confidential Information and Korn Ferry may use, reproduce, distribute, and prepare derivative works from the Korn Ferry Data and may provide the Korn Ferry Data to third parties.

d. Data Usage and Storage in CRM Application.

i. Data Reporting from Client. Korn Ferry may request that Client run and provide Korn Ferry reports from KF Sell - Lite in order to provide certain services to Client. Such reports may include opportunity owner name and statistical data such as usage, success rates, opportunity status information including updates and position, successful actions, aggregated win/loss percentages, position analysis and other data. . Client’s decision to not provide requested reports to Korn Ferry may hinder Korn Ferry’s ability to provide certain services and assistance with KF Sell - Lite.

ii. Usage Data from CRM Provider. Korn Ferry may access data made available by Client’s CRM provider regarding usage including access, frequency of use, trends, feature adoption and similar data. Korn Ferry may use such data to provide the Services and for product development and improvement.

iii. Client Content Backup. Client is responsible for maintaining, backing up, retaining and exporting Client Content retained in KF Sell - Lite, in accordance with the terms and resources available in Client’s CRM.

iv. For Salesforce (“SFDC”) users, the following applies:

SFDC has no obligation to retain any Client Content that is stored in custom fields made available to Client as part of the KF Sell - Lite application (“Custom Fields”) following the termination of the KF Sell - Lite License. Client may request a copy of its Client Content prior to such termination, in which case SFDC will make the Client Content available to Client in accordance with the Documentation for the applicable SFDC Service.

5. Proprietary Rights. The Hosted Service, the Korn Ferry Data (excluding any Client Data included therein), and any modifications, configurations, enhancements or derivative works thereof to any of the foregoing (including all intellectual property rights in or to any of the foregoing), are and remain the exclusive property of Korn Ferry or its licensors. No licenses or rights are granted to Client except for the limited rights expressly granted in this Agreement.

6. Term and Termination.

a. The KF Sell - Lite subscription begins on the date the Order is placed (“Effective Date”) and continues for a period of 12 months (the “Initial Term”). Thereafter, subscriptions will automatically renew for additional 12-month terms (each a “Renewal Term”) at Korn Ferry’s then-current rates unless either Party provides written notice of termination at least sixty (60) days prior to the expiration of the then-current term. The Initial Term and Renewal Terms are collectively the “Subscription Period”. Client is responsible for all Fees due until the effective date of termination.

b. Termination of Client’s CRM Provider Relationship.

i. If Client’s access to Client’s CRM is suspended, expires or is terminated by Client’s CRM provider for any reason, the KF Sell - Lite License and right to access KF Sell will terminate simultaneously with termination of Client’s right to use Client’s CRM. Suspension or termination of Client’s CRM agreement will not create any liability of Korn Ferry or Client’s CRM provider for any refund or damages. Client will not be entitled to receive any credit or refund of prepaid Fees for the remaining, unused portion of the Subscription Period.

ii. If Client’s CRM provider terminates its agreement with Korn Ferry, or otherwise no longer permits the use of KF Sell - Lite on its platform, Korn Ferry may terminate the KF Sell - Lite License upon 15 days written notice. If the KF Sell – Lite License is terminated under this Section 6.b.ii, Korn Ferry will, as Client’s sole and exclusive remedy, provide a pro-rated refund for the unused portion of the Subscription Period

c. Effects of Termination. Upon the termination or expiration of the KF Sell – Lite License or the Agreement as a whole, for any reason: (a) all licenses automatically terminate and Client and Users may not access the Hosted Service; and (b) all amounts owed to Korn Ferry under this Agreement will become immediately due and payable. Client must promptly cease use, and destroy all existing copies, of the Korn Ferry Material and the Derivatives. Client may retain one copy of the Derivatives for archival purposes only. Client may also retain those Derivatives that are a part of Client’s personnel files to maintain employee history. No other use of the Korn Ferry Material or Derivatives after termination of this Agreement is permitted. Those sections of the Agreement that are intended by their nature to survive termination or expiration of the Agreement will survive, including without limitation, Sections 4 (Data), 5 (Proprietary Rights), 7 (Confidential Information, 9 (Indemnification), 10 (Limitation of Liability).

7. Confidential Information.

a. One Party (“Discloser”) may disclose Confidential Information to the other Party (“Recipient”) in connection with the Agreement. “Confidential Information” means all oral or written information concerning the Discloser, including the Discloser’s business and business activities (past, present and future), financial information, technical information, customer information, intellectual property, methodologies, strategies, plans, documents, drawings, designs, tools, models, inventions, and patent disclosures, whether or not marked or identified as “confidential,” that may be obtained from any source as a result of the Agreement Confidential Information does not include information, technical data, or know-how that: (i) is or becomes a matter of public knowledge through no fault of Recipient; (ii) was lawfully in Recipient’s possession or known by Recipient prior to its receipt from Discloser; (iii) was rightfully disclosed to Recipient by another person without restriction; (iv) Recipient independently develops without use of Discloser’s Confidential Information; or (v) Discloser approves in writing for release.

b. Recipient will not use any Discloser Confidential Information for any purpose other than to perform its obligations under the Agreement. Recipient will not disclose any Discloser Confidential Information to third parties or to its employees, other than employees or third parties who are required to have the Confidential Information to perform obligations under the Agreement and who are bound by confidentiality terms substantially similar to those in this Section. Recipient and Discloser will each be responsible for any breach of the Agreement by its representatives. Recipient will protect Confidential Information from disclosure to others using the same degree of care it uses to protect its own confidential information, but in any case no less than a commercially reasonable degree of care. If Recipient is required by law, regulations, or court order to disclose any of Discloser’s Confidential Information, Recipient, where legally allowed, will promptly notify Discloser in writing prior to making any disclosure. Discloser may, at its sole expense, seek a protective order or other appropriate remedy from the proper authority. If no protective order or other remedy is obtained, or Discloser waives compliance with this Agreement, Recipient will furnish only the legally required portion of Confidential Information and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information to the extent possible.

c. Upon Discloser’s written request, Recipient will destroy Discloser’s Confidential Information in its possession, but Recipient may: (i) retain copies of Confidential Information that it is required to retain by law or regulation; (ii) retain copies of its work product that contain Confidential Information for archival purposes or to defend its work product; and (iii) store copies made as part of routine back up of its information technology systems but the Confidential Information Recipient retains must continue to be handled in accordance with this Section.

8. Representations and Warranties.

a. Each Party represents and warrants that it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization and has full power and authority to perform all its obligations under the Agreement.

b. Client represents that the person placing the Order and entering into this Agreement is duly authorized and empowered to bind Client to the Agreement. Client further represents and warrants that: (i) it has provided the required notices and obtained all necessary rights and consents to provide to Korn Ferry, or to permit Korn Ferry to collect on Client’s behalf, an individual’s Personal Data, for the purposes stated in the Agreement; and (ii) the transfer to, collection of, and use by Korn Ferry of Personal Data in accordance with the Agreement does not violate any applicable laws or any third party rights.

c. Client represents and warrants that: (a) it owns Client Data; (b) it has the right to provide Client Data to Korn Ferry as contemplated under this Agreement; (c) Client’s provision of Client Data will not violate any third party’s rights; (d) Client Data does not contain any unlawful content; and (e) Client Data does not include any sensitive personal information unless Client has the right to provide such information.

d. EXCEPT AS PROVIDED IN THE AGREEMENT, KORN FERRY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification. Client will indemnify and defend Korn Ferry, its parent, Affiliates, and their respective directors, officers, partners, employees, shareholders and agents and their respective successors and permitted assigns, from and against all third party suits, claims, actions, and proceedings and all related liabilities, losses, judgments, damages, costs and expenses (including interest, penalties, fines, legal fees and other litigation expenses) that are or are alleged to arise from Client’s breach of its representations and warranties. Korn Ferry will provide detailed written notice Client promptly after learning of the third party claim for which indemnification is sought, provided that failure to do so promptly will not relieve Client of its indemnification obligations except to the extent Client is materially prejudiced by any delay in this notice. Client may assume control of the defense and settlement of the claim, and Korn Ferry will provide reasonable assistance, but Client may not agree to any settlement or consent to any final judgment without Korn Ferry’s prior written consent if (a) Korn Ferry is required to admit liability, undertake any obligation or pay any amount other than amounts concurrently reimbursed by Client, (b) the settlement or judgment does not fully release Korn Ferry of all liability, or (c) Korn Ferry’s rights in its own property are negatively affected.

10. Limitations of Liability. NEITHER PARTY WILL BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY TYPE, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, RELATING TO THE AGREEMENT. KORN FERRY’S MAXIMUM TOTAL LIABILITY FOR ANY CLAIMS RELATING TO THE AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CLIENT TO KORN FERRY UNDER THE ORDER GIVING RISE TO THE LIABILITY. THIS SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF THE PARTY KNOWS THAT THESE DAMAGES MIGHT OCCUR.

11. Relationship of the Parties. Korn Ferry is at all times an independent contractor. Neither Party is authorized to bind or commit the other Party in any respect or to accept legal process on the other Party’s behalf. The Agreement is not intended to, and does not, create or impose any fiduciary relationship between the Parties. Korn Ferry is not providing legal advice under this Agreement.

12. Assignment; Subcontracting. Client may not sell, assign, or transfer the Agreement without Korn Ferry’s written consent, but no consent is required if the assignment results from the assignor’s merger, consolidation, spin-off, split-off or acquisition but the assignment must be limited to the assignor’s survivor, subsidiary or successor. Subject to the foregoing, the Agreement will inure to the benefit of and will be binding upon Korn Ferry, Client, and their respective successors and permitted assigns.

13. Governing Law. The Agreement will in all respects be governed by and construed in accordance with the laws of the State of New York, excluding any choice of law provisions and without effect to principles of conflicts of law, regardless of the place of making or performance. The Parties disclaim the applicability of the United Nations’ Convention on the International Sale of Goods.

14. Notices. Any notice either Party is required or permitted to give under the Agreement must be in writing and will be deemed to have been received when personally delivered, twenty-four (24) hours after it has been sent via overnight express courier, or seventy-two (72) hours after it has been deposited in the United States Mail, registered or certified, postage pre-paid, properly addressed to the Party to whom it is intended at the address set forth on the Order or any other addresses that either Party may hereafter designate in writing. For Korn Ferry, all notices to be sent to: Korn Ferry (US) 33 South 6th Street, Suite 4900, Minneapolis, MN 55402, Attn: Legal Counsel.

15. Non Waiver. A Party’s failure at any time to enforce any of the provisions of, or any right or remedy available to it under, the Agreement or at law or in equity, or to exercise any option provided, will not constitute a waiver of that provision, right, remedy or option or in any way affect the validity of the Agreement. A Party’s waiver of any default by either Party will not be deemed a continuing waiver, but will apply solely to the instance to which that waiver is directed.

16. Severability; Interpretation. Every provision of the Agreement will be construed, to the extent possible, to be valid and enforceable. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, that provision will be deemed severed from the Agreement, and all other provisions will remain in full force and effect.

17. No Third Party Beneficiary Rights. The Agreement is not intended to be for the benefit of any person other than Client and Korn Ferry. No other person, including any candidates or prospective candidates, will be considered a third party beneficiary of or otherwise entitled to any rights or benefits arising in connection with the Agreement.

18. Force Majeure. Neither Party will be considered to be in default as a result of its delay or failure to perform its obligations under the Agreement when the delay or failure arises out of causes beyond that Party’s reasonable control. Causes may include acts of God or a public enemy, acts of the state or the government in its sovereign or contractual capacity, fires, floods, epidemics, strikes, and unusually severe weather; in every case, delay or failure to perform must be beyond the reasonable control of and without the fault or negligence of the Party claiming a force majeure event to excuse its performance.

19. Jury Trial Waiver. Each Party irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any dispute related to the Agreement.

20. Entire Agreement; Conflicts. The Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. The Parties will not be bound by any representation, promise, or condition not expressly set forth in the Agreement. Preprinted terms and conditions on any purchase order issued by Client, or terms and conditions or additional requests for information included in Client’s vendor set up process, under the Agreement are superseded in their entirety by the Agreement and without force or effect, even if Korn Ferry signs the purchase order or acknowledges such terms to be set up as a vendor in Client’s systems and whether such signature or acknowledgement occurs prior to or after the execution of the Agreement. Under no circumstances will Korn Ferry’s acknowledgement of any such terms be considered an amendment to the Agreement. Neither Party has been induced to enter into the Agreement by any representations or statements, oral or written, not expressly contained in the Agreement. The Agreement may only be modified by the written agreement of both Parties. If there is a conflict or inconsistency between these Terms and Conditions and any Order, or documents incorporated herein by reference, the order of precedence will be (a) these General Terms and Conditions and (b) the Order.

21. Compliance with Legal and Regulatory Requirements.

a. Each Party represents and warrants that it:

i. will comply with all applicable legal and regulatory requirements of any governmental or supranational body with jurisdiction over this Agreement or either Party, which include: (a) information privacy and data protection laws and regulations relating to the protection, disclosure and use of individuals' personal data; (b) anti-bribery, anti-corruption, and anti-money laundering laws and regulations; and (c) international trade laws and regulations, including those of the US, EU, UK, and UN (“Sanctions”);

ii. is not a target of Sanctions;

iii. is not owned or controlled by any person or entity which is a target of Sanctions; and

iv. is not located or organized in, or owned or controlled by persons or entities in a jurisdiction which is a target of Sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk Regions of Ukraine) (“Sanctioned Jurisdiction”).

b. Client further represents and warrants that it will not transfer, provide access, or use the Services or work product (including tools and intellectual property) to or for the benefit of any Specially Designated National and Blocked Person (as designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control), to or in any Sanctioned Jurisdiction, or to any other party if such transfer, access, or use would constitute a violation of Sanctions.

c. Any order from a Client that is subject to Sanctions or located in a Sanctioned Jurisdiction is deemed declined and void at inception if Korn Ferry’s fulfillment of such order would violate applicable Sanctions. Any breach of this Section 21 including if Client becomes subject to Sanctions, is a material breach of the Agreement and grounds for immediate termination by Korn Ferry.

22. Miscellaneous. All section headings and captions are for the Parties’ convenience only, are not part of the text, and will not be deemed in any way to limit or affect the meaning of the Agreement. When used in the Agreement, “including” means “including without limitation.” English is the governing language of the Agreement. Any translations that may be provided, will be provided for convenience. In the event of any conflict between the English language version of this Agreement and any translations thereof, the English language version will prevail. Korn Ferry may orally refer to Client as a customer in sales presentations and activities. Upon consent from Client, Korn Ferry may refer to Client as a customer in written sales presentations and marketing vehicles. Client will make reasonable efforts to provide product feedback on the Services, participate in Client’s success story on Korn Ferry’s website and provide quote for services that may be featured together with logo and corporate name in marketing materials. References to written orders include orders made via email. Except as expressly provided in the Agreement, all remedies for breach of the Agreement or at law or in equity are cumulative and may be exercised concurrently or separately.

EXHIBIT A

DATA PROTECTION EXHIBIT (THE “EXHIBIT”)

1. INTERPRETATION

1.1 Capitalized terms used but not defined in this Exhibit have the meanings given to them in the Agreement unless the context requires otherwise.

1.2 In this Exhibit:

Agreement means the Agreement to which this Exhibit is attached;

Approved Subprocessors means the subprocessors that have been approved by Client in accordance with Section 5 of this Exhibit;

Data Protection Legislation means any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation relating to the processing of Personal Data, as applicable to Client, Korn Ferry and/or the Services, including, but not limited to the Regulation of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (GDPR), and any corresponding or equivalent national laws or regulations, in each case, as in force and applicable, and as may be amended, supplemented or replaced from time to time;

Data Subject means any person in respect of whom Personal Data is processed;

Personnel means officers, employees, workers or independent contractors.

Standard Contractual Clauses means the following transfer agreements where relevant Personal Data is transferred between the Client, including any Client affiliates, and Korn Ferry, including Korn Ferry’s affiliates, to jurisdictions deemed inadequate by Data Protection Legislation, as applicable:

a. The relevant European Standard Contractual Clauses adopted per Commission Implementing Decision (EU) 2021/914 of 4 June 2021, pre-signed by Korn Ferry and available on Korn Ferry’s corporate website at https://www.kornferry.com/privacy/security. For transfers from the UK, the Parties agree that references in the European Standard Contractual Clauses to the GDPR will mean the UK General Data Protection Regulation, references to the EU or Member States will mean the UK, and references to a supervisory authority will mean the ICO. For transfers from Switzerland, the Parties agree that references to the GDPR will mean the Swiss Federal Act on Data Protection, references to the EU or Member States will mean Switzerland, and references to a supervisory authority will mean the Federal Data Protection and Information Commissioner (FDPIC);

b. The Argentina Standard Contractual Clauses per Decree 60-E/2016 of the Argentina Data Protection Authority;

c. Abu Dhabi Standard Contractual Clauses pursuant to the Abu Dhabi Global Market Data Protection Regulations 2021;

d. Dubai International Financial Centre (DIFC) Standard Contractual Clauses pursuant to the Data Protection Regulations of the Law No. 5 of 2020; and

e. Any other legally mandatory data transfer agreements required by Data Protection Legislation as notified by Korn Ferry in writing, effective thirty (30) days after written notice.

The Parties agree that the processing or security details included in the Korn Ferry pre-signed European Standard Contractual Clauses are incorporated into any other Standard Contractual Clauses where relevant. The Parties intend that this Exhibit clarifies, but does not modify or contradict, the rights and obligations of the Standard Contractual Clauses..

1.3 Any conflicts between the General Terms and Conditions and this Exhibit will be resolved in favor of the General Terms and Conditions.

2. SCOPE AND PURPOSE

2.1 Where Korn Ferry processes Personal Data on Client’s behalf as a data processor or equivalent under Data Protection Legislation, Korn Ferry will process Personal Data: (i) in the manner and for the purposes set out in this Exhibit and as documented in the Agreement; (ii) upon other specific reasonable documented instruction of Client; or (iii) as needed to comply with Data Protection Legislation. Korn Ferry certifies its understanding that it is restricted from selling, or disclosing in exchange for consideration, Personal Data to a third party. This Attachment does not apply where the Parties process Personal Data as independent data controllers, or equivalent, under Data Protection Legislation.

2.2 The types of Personal Data that may be processed by Korn Ferry are those provided by Client through its use of the Services, including Personal Data comprising business contact information of Client employees and contact information, survey responses and assessment evaluation data of Client-nominated assessment participants, including information on race, ethnic origin, sexual orientation, disability and veteran status, if requested by Client. Personal Data will be processed for the purposes of communication, assessment, analysis and generating reports in the course of providing the Services. The duration of the processing will be until the deletion of the Personal Data in accordance with Section 9 of this Exhibit.

2.3 Client hereby:

2.3.1 instructs Korn Ferry to take such steps in the processing of Personal Data on behalf of Client as are reasonably necessary for the provision of the Services;

2.3.2 ensures that all fair processing notices have been given (and/or, where necessary, valid consents have been obtained and not withdrawn) and are sufficient in scope and kept up-to-date in order to enable Korn Ferry to process the Personal Data in accordance with the Data Protection Legislation; and

2.3.3 authorises Korn Ferry to provide to the Approved Subprocessors and on behalf of Client instructions that are equivalent to the instructions set out in Section 2.3.1.

2.4 Where either Party is responsible for collecting and transferring Personal Data the provision of the Services, it will use its reasonable endeavours to ensure that it is not subject to any prohibition or restriction which would prevent the other Party from processing that Personal Data in the manner reasonably necessary for Korn Ferry to perform, or Client to benefit from, the Services.

2.5 Korn Ferry will inform Client if it believes that any Client instructions regarding Personal Data processing would violate the GDPR.

3. CONFIDENTIALITY AND SECURITY

3.1 Korn Ferry undertakes to treat all Personal Data as confidential. Korn Ferry will ensure that persons authorised to process Personal Data are bound by obligations of confidentiality consistent with those imposed upon Korn Ferry under this Exhibit and under the Agreement.

3.2 Where legally allowed, Korn Ferry will promptly notify Client of any legally binding request from a law enforcement authority or others for disclosure of Personal Data before making any disclosure and will reject any non-legally binding requests.

3.3 Having regard to the available technology, cost of its implementation, the nature, scope, context and purposes of the Personal Data processing, and taking into account the harm that might result from accidental loss, destruction, disclosure or damage of Personal Data, Korn Ferry will implement appropriate technical and organizational measures designed to prevent any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data..

4. SECURITY BREACH

Korn Ferry will provide Client with written notice as soon as reasonably possible upon becoming aware of any actual breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Personal Data processed by Korn Ferry (a Security Breach). Korn Ferry shall assist or support Client at Client’s request in complying with Client’s notification obligations regarding a Security Breach.

5. SUBPROCESSING. Client consents to, and authorizes Korn Ferry’s use of subprocessors, including Korn Ferry Affiliates, in connection with the provision of the Services. Processing activities may include accessing, storing, handling or otherwise using Personal Data Korn Ferry remains responsible for the work and activities of its subprocessors to the same extent Korn Ferry would be liable if performing the Services. Korn Ferry is responsible for all payments to its subprocessors. Korn Ferry has entered into a written agreement with subprocessors containing equivalent data protection obligations as in the Agreement. An inclusive list of Korn Ferry’s current subprocessors is available on its corporate website at https://cdn.kornferry.com/privacy/subprocessor.pdf. The published list is incorporated into the Agreement by reference. Client may subscribe for notifications of changes to subprocessors through Korn Ferry’s corporate website at https://www.kornferry.com/privacy/security. Client will be deemed to have approved changes to subprocessors where Korn Ferry notifies Client via the subscription service and no written objection is received from Client within fifteen (15) days of written notification. If Client objects (on commercially reasonable grounds) in writing within fifteen (15) days of written notification, Korn Ferry may cease to provide or Client may agree not to use, on a temporary or on-going basis, the particular Service that would involve the use of the new subprocessor. Suspension of Services or partial termination by either Party subject to this Section will not be deemed a breach of the Agreement.

6. CROSS-BORDER TRANSFERS OF PERSONAL DATA

Korn Ferry may transfer Personal Data to various locations, which may include locations both inside and outside of the European Economic Area. Korn Ferry will ensure that any cross-border transfers of Personal Data comply with applicable Data Protection Legislation. At Client’s request, Korn Ferry and any relevant Korn Ferry affiliate will enter into an appropriate data processing agreement or the standard contractual clauses with the Client to allow Client to transfer Personal Data to Korn Ferry and any Korn Ferry affiliate. The Standard Contractual Clauses are incorporated by reference and the Parties’ execution of the Agreement also constitutes the execution of the Standard Contractual Clauses. Notwithstanding terms to the contrary in the Agreement, Korn Ferry may amend the Standard Contractual Clauses from time-to-time, only as required by Data Protection Legislation, by sending Client written notice and such amendment will be deemed accepted by Client and become effective thirty (30) days after such notice.

7. AUDIT

7.1 General Audit Terms. Client may conduct audits as described in this Section 7. Permitted audits will be completed in a professional and ethical manner which does not, in Korn Ferry’s reasonable judgment, compromise the integrity of Korn Ferry’s (or its other customers’) data, system security, or operational performance. Client will notify Korn Ferry in writing at least twenty (20) business days prior to any audit taking place. Audits will be conducted during Korn Ferry’s normal business hours. Client will bear all costs and expenses relating to each audit. Client and its agents must keep confidential all information learned during any audit. Korn Ferry may require outside auditors to sign an appropriate confidentiality agreement. Korn Ferry will not provide Client or its agents with access to proprietary or confidential information concerning its other customers. All information learned or acquired by Client during any audit is Korn Ferry Confidential Information.

7.2 Security and Compliance Audit. Subject to Client’s first signing Korn Ferry’s audit compliance agreement (the “ACA”), Client may conduct one security and compliance audit in any rolling 12-month period. An ACA is required for each audit. The audit may include an inspection, examination, or review of relevant security controls and processing activity in Korn Ferry’s physical and technical environment solely as applicable to Client’s Personal Data processed by Korn Ferry pursuant to the Agreement and as is reasonably necessary to demonstrate Korn Ferry’s compliance with the Agreement. Requests to conduct security and compliance audits must be made in writing to Security@kornferry.com. Korn Ferry will provide access, at Korn Ferry’s discretion, to relevant documentation, knowledgeable personnel, physical premises, summary audit reports, ISO 27001 and 27018 annual certifications, and infrastructure and application software that actually process Client’s Personal Data. The ACA must include, if applicable, a description of any network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, penetration testing, service denial attack or other testing which by its application may cause impact to Korn Ferry’s data, its customers’ data, its operations or security. If security testing is permitted, Client assumes sole and total responsibility and risk for any damages or liabilities arising directly or indirectly as a result of the testing.

8. KORN FERRY ASSISTANCE

Taking into account the nature of the Personal Data processing and the information available to Korn Ferry, Korn Ferry will assist Client with Client’s obligation to respond to Data Subjects’ requests to exercise their rights under the Data Protection Legislation; and, at Client’s request, using appropriate technical and organization measures, assist Client in meeting its compliance obligations regarding carrying out privacy and data protection impact assessments and related consultations of data protection authorities. Korn Ferry may charge a reasonable fee to Client for such requested assistance, to the extent permitted by Data Protection Legislation and as agreed to by the Parties.

9. DESTRUCTION OF PERSONAL DATA

Upon Client’s written request, Korn Ferry will destroy all Personal Data processed by Korn Ferry on Client’s behalf that is in the possession or under Korn Ferry’s control. Korn Ferry is entitled to retain back-ups of Personal Data, and Korn Ferry will delete Personal Data according to its reasonable retention schedule. Korn Ferry will provide certification of deletion of Personal Data to Client upon Client’s written request.

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