Reference Guide

18. MISCELLANEOUS

18.1 Affiliates and Service Providers. The Software, Documentation, Cloud Services, Support Services and deliverables provided as part of

the Professional Services may be used by Your Affiliates and service providers acting on Your behalf, provided that they comply with the

terms of this Agreement. You remain liable for the any breach of this Agreement by any Affiliate or service provider.

18.2 Audit. Upon reasonable notice, We or Our independent accountants can examine Your Software usage once per year to verify

compliance with this Agreement. If this audit discloses over-usage or any other material non-compliance, then You shall promptly pay to

Us any additional fees owed and the reasonable costs of conducting the audit. You shall promptly provide all information reasonably

requested in this process. We shall conduct the audit in a manner that is designed to minimize inconvenience and interruption to Your

business.

18.3 Insurance. We shall maintain adequate insurance during the term of this Agreement. Upon request, We shall send You proof of

coverage.

18.4 Notice. Our notice address is: Nutanix, Inc., 1740 Technology Drive, Suite 150, San Jose, CA 95110, Attn: Chief Legal Officer.

18.5 Assignment. You may not assign this Agreement or any rights that We have given You under it unless We provide consent, which We

shall not unreasonably withhold. Either party can assign this Agreement to a successor in interest in the context of a change of control.

18.6 Severability. If any provision in this Agreement is found to be unenforceable by a judge, the remainder of this Agreement will remain

in full force and effect.

18.7 Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by

the waiving party.

18.8 Sub-Contractors. We may use subcontractors, but We shall remain liable to You for all Our obligations under this Agreement.

18.9 Amendments. Any amendment to this Agreement must be executed by both parties in writing.

18.10 Entire Agreement. Unless We and You have entered into a separate written agreement for the supply of Software, Cloud Services,

Support Services and/or Professional Services (in which case that separate written agreement would take precedence over this Agreement),

this Agreement represents the entire agreement between Us and You. Any other communication, either oral or in writing, shall not form a

part of this Agreement. Any conflicting terms and conditions contained in Your purchase order shall not have any effect.

18.11 Governing Law and Enforcement Rights. If You are located in the Americas or in a country in which We have no local sales subsidiary,

this Agreement shall be construed pursuant to the laws of the State of California, with venue in the Northern District of the State of California,

United States, excluding conflicts of law provisions. If You are located in any other country in which We have a local sales subsidiary, then

this Agreement shall be construed pursuant to the laws of England and Wales with the exclusive jurisdiction of English and Welsh courts for

any disputes arising under or in connection with the Agreement. It is possible that a third-party licensor will be a direct and intended third-

party beneficiary of this Agreement and may enforce it directly