TRAINING TERMS AND CONDITIONS

THIS AGREEMENT REGARDING TRAINING TERMS AND CONDITIONS (“AGREEMENT”) IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (“CUSTOMER”) AND NUIX. THIS AGREEMENT SHALL APPLY TO THE TRAINING  SERVICES WHICH NUIX SHALL PROVIDE TO CUSTOMER, AS DETAILED IN AN ORDER. CUSTOMER  ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THE TERMS OF  THIS AGREEMENT. NUIX AND CUSTOMER ARE HEREINAFTER REFERRED TO AS, INDIVIDUALLY, A “PARTY” AND COLLECTIVELY, THE “PARTIES.”

1. Ordering

1.1 Orders. Customer shall order training on Nuix products (“Products”) pursuant to a written purchase  order form, statement of work, or via registering online for such training (an “Order”). All Orders shall be  subject to acceptance by Nuix (at Nuix’s sole discretion), and shall be governed by the Training Terms and  Conditions set forth herein. For the avoidance of doubt, any terms and conditions on any submitted  Customer purchase orders or any other documentation provided to Nuix shall be null and void, unless  otherwise agreed between the parties in writing.

1.2 Acceptance. Nuix’s acceptance of an Order shall be made by a fully-executed Order or by sending an electronic acknowledgement and acceptance of an Order, which may be via email or a registration portal.

1.3 Invoicing and Payment. Upon the acceptance of an Order, Nuix will invoice Customer for 100% of the fee for the Training specified in the Order, unless Customer has already paid in full for the Training via online registration. Payment from Customer to Nuix is due THIRTY (30) DAYS after the issuance of the  applicable invoice. Unless stated otherwise in the applicable invoice, all payments to Nuix by Customer shall be made in USD or other applicable currency and by transfer of immediately available funds to the account listed on the invoice.

1.4 Travel and Expenses. In the case of private on-site training, Customer will be responsible for the  travel and accommodation costs of the Nuix personnel involved. Such costs – which include transportation, lodging, food and drink, and other normally-incurred travel expenses – shall be incurred in accordance with  Nuix’s Travel and Expense Policy, which is available to Customer upon request. If Customer is unable to  provide an adequate site for training and asks Nuix to provide the site, any costs associated with procuring  and using the site shall be borne by the Customer and invoiced to Customer by Nuix. Unless otherwise  described in the Order, those costs shall be invoiced to Customer upon completion of training, and payment thereof shall be made within 30 days of issuance of the invoice. In cases other than on-site  training, Customer will be responsible for the travel accommodation costs of the personnel receiving  training.

2. Training

2.1 Nuix will provide the training described in the Order (the “Training”), at the time and place indicated in the Order or as mutually agreed by Customer and the Nuix Training Team. Training content and  materials is subject to change at Nuix’s sole discretion.

2.2 For Training purchased as a part of Nuix Advantage, 50% of training hours must be used during the  first 6 months of the 12-month Advantage Term and 50% of the training hours must be used during the last  6 months of the 12-month Advantage Term.

2.3 For instructor-led Training purchased outside of Nuix Advantage, Training must be used during the  12-month Training Term or such longer Term as set forth in an Order. Training not used during the 12 - month Training Term or Order Term shall expire, and Customer shall not be entitled to a refund for unused  Training. Customer shall ensure that accurate and complete information is provided for all attendees for  Training, and shall ensure that explicit consent is obtained from all such attendees for the sharing of  personal data with Nuix as necessary for the purposes of this Agreement. In addition, Customer shall ensure that no Customer attendee for Training is a national or resident of Cuba, Iran, Libya, North Korea, Sudan,  Syria, or any other country subject to a U.S. trade embargo; or a person or entity listed on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce’s Denied Parties List.

2.4 Customer may substitute one or more attendees for Training by providing notice of such substitution  not less than FIVE (5) BUSINESS DAYS prior to the scheduled commencement of such Training, along with  accurate and complete information on the substitute attendees.

2.5 Scheduled attendees who fail to attend Training for any reason, and who have not been substituted  in accordance with section 2.4, shall be deemed “no shows” and Customer shall be responsible for 100% of  the associated fees and expenses for such attendees.

2.6 Materials. Nuix shall provide such documentation as it deems beneficial and appropriate for the  Training. To the extent such documentation is provided in electronic form, Customer is responsible for  printing such documentation for any Customer attendees who desire use of hard copies during the Training.  Customer acknowledges that any such documentation is confidential information of Nuix, and agrees that such documentation is for the exclusive use of Customer attendees to the Training, and may not be altered,  copied, captured or distributed without the express written consent of Nuix.

2.7 Nuix may cancel any Order for Training – for example, in the case of insufficient enrollment – by  providing Customer with notice of such cancellation no less than FIVE (5) BUSINESS DAYS prior to the  scheduled commencement of such Training. In case of such cancellation, Nuix shall cooperate with  Customer to reschedule. To the extent that the Training is not rescheduled within NINETY (90) DAYS,  Nuix shall refund to Customer any amounts previously paid for the cancelled Training. Customer may  cancel Training with FIVE (5) BUSINESS DAYS’ prior, written notice to Nuix, and Nuix shall refund to  Customer any amounts previously paid for the cancelled Training. If Customer fails to provide such  notice to Nuix, Customer shall be liable for the Training Fees. For all Training cancellations by Customer,  Customer shall be liable for any third-party fees including without limitation, those related to the  Training site and travel expense that Nuix is unable to cancel with the third party without penalty.

2.8 In the case of online Training, Customer agrees Nuix will not be liable to Customer or any third party  for any loss, liability, cost, payment, damages, debt or expense arising directly or indirectly from Customer’s  inability to access the Training due to failures caused by a faulty internet connection or network outage.

3. Participants 

3.1 Registration. Customer’s personnel participating in Training (each a “Participant”) may only register for and attend the Training in accordance with this Agreement and subject to availability. To register for the Training, Participant must complete the applicable registration process and pay any registration fee(s).

3.2 Safety and Security. Participants may be subject to a reasonable search upon entry to on-site Training. If a Participant refuses to comply with applicable security measures, the Participant may be denied entry to the on-site Training. Training representatives reserve the right to ask a Participant to leave any Training if:

3.2.1 The Participant’s behavior causes concern for the safety or security of Nuix, Training attendees, partners, sponsors, speakers, moderators, vendors, organizers, or volunteers; or

3.2.2 The Participant exhibits harassing or other prohibited behavior and does not comply immediately with the terms of this Agreement. If Nuix or a Training representative denies Participant entry or requires a Participant to leave the Training, the Participant will not receive a refund.

3.3 Participant Information. Nuix handles any information or materials provided or presented by Participant to Nuix (i.e., your contact information) in accordance with the Nuix Privacy Policy found here: Privacy Policy: Safeguarding Your Data | Nuix. Nuix may provide Participant contact information to the onsite training location where the Participant has opted in, to receive communications for the Training.

3.4 Photographs and Recordings. By participating in the Training, Participants agree that Nuix and its partners may document, film, photograph, and capture Participants’ voices and images in any media at a Training (“Photos and Recordings”). Nuix retains and uses all of the resulting information for the minimum necessary period to fulfill its legal and contractual obligations, legitimate business purposes, and as recommended by industry standards. Participants authorize Nuix, its agents, employees, and partners to use, reproduce, modify, distribute, and translate, for any purpose relating to Nuix’s business, all or any part of the Photos and Recordings.

3.5 Feedback. Each Participant acknowledges that a Participant may provide ideas, suggestions, recommendations, or improvements to Nuix before, during, or after your participation at the Training (“Feedback”). Each Participant authorizes Nuix, its agents, employees, and partners to use any Feedback provided by such Participant without restriction and without obligation to the Participant.

4. Miscellaneous

4.1 Non-solicitation. For TWELVE (12) MONTHS following the most recent order for Training under this  Agreement, Customer shall not employ or enter into an independent contracting relationship, or attempt to  employ or enter into an independent contracting relationship or induce or cause a third party to employ or  enter into an independent contracting relationship, with any current or former employee of Nuix involved in the provision of Training to Customer hereunder. If Customer violates this provision, then, in addition to any  other remedies available under law, Customer shall pay to Nuix, as liquidated damages, an amount  equivalent to two times such person’s annual salary as an employee of Customer or annual cash remuneration as an independent contractor of Customer. Notwithstanding the foregoing, the restrictions of  this Section shall not apply to Customer’s employment of or contracting with any then current of former  employee of Nuix who responds to a general solicitation by Customer that is made publicly available in good  faith by Customer.

4.2 Taxes, License Fees and Other Charges. In addition to any other sums payable hereunder, Customer  shall pay and be responsible for all taxes, VAT, fees, duties, and licenses, and for obtaining all governmental or other approvals or other licenses, necessary for or arising from the sale of the Products in the Territory (excluding taxes based upon Nuix income). Upon initial execution of this Agreement and once per year  thereafter, the Customer shall submit to Nuix its Tax Exempt Certificate, if Customer claims an exemption  from the payment of taxes.

4.3 No Waiver. Failure by either party to enforce any provision of this Agreement will not be deemed a  waiver of future enforcement of that or any other provision. The waiver by either party of a breach of any provisions herein shall not be taken or held by the other party to be a waiver of the provision itself unless  such a waiver shall be expressed in writing.

4.4 Force Majeure. Neither party shall be liable to the other for failure to perform its obligations  hereunder (except the payment of sums due by one party to another under this Agreement) to the extent  caused by an event beyond the reasonable control of such party, including, without limitation, government  regulations or orders, outbreak of a state of emergency, acts of God, war, warlike hostilities, civil commotion, riots, epidemics, fire, strikes, lockouts, or any other similar cause or causes, provided that such  party promptly notifies the other in writing of such occurrence and makes its best efforts to promptly  eliminate the effect thereof.

4.5 Severability. If any of the provisions or portions thereof of this Agreement are determined to be  invalid, illegal or unenforceable by a court of competent jurisdiction under any applicable statute or rule of  law, the parties agree to negotiate in good faith to draft a new agreement that comports with the original  intent of the parties. If after thirty days, the parties have been unable to reach agreement, this Agreement  will be deemed terminated.

4.6 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties  relating to the subject matter and supersedes all prior agreements or representations, oral or written,  regarding such subject matter and/or any purchase order terms and conditions and/or any marketing  materials. Unless otherwise stated in this Agreement, no modification of or amendment to this Agreement, nor any waiver of rights under this Agreement, shall be effective unless in writing signed by authorized  representatives of both parties.

4.7 Counterparts. This Agreement may be executed in any number of counterparts, including facsimile  counterparts, each of which shall be an original, but all of which together shall constitute one instrument.