STATE OF NEW JERSEY

PARTICIPATING ADDENDUM

Pursuant to NASPO ValuePoint Contract for

Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services)

MINNESOTA CONTRACT 23020, Solicitation # 29720

This Participating Addendum is made by and between, Pure Storage Inc., whose address is 2555 St.

Augustine Drive, Santa Clara, CA 95054 (“Contractor”), and the State of New Jersey, Department of the Treasury, Division of Purchase and Property (“State”) whose address is 33 West State Street, 8th Floor, P.O. Box 039, Trenton, New Jersey 08625, on behalf of the State of New Jersey and all “Authorized Purchasers”, as defined below. For clarification of references throughout this document, the term “State,” in any form, refers to the State and any Authorized Purchaser, unless otherwise indicated. Capitalized terms used but not defined shall have the meaning ascribed to them in the Master Agreement.

WHEREAS, pursuant to N.J.S.A. 52:34-6.2, the Director of the Division of Purchase and Property (“Director”), within the New Jersey Department of the Treasury (“Division”) “may enter into cooperative purchasing agreements with one or more states for the purchase of goods and services;” and

WHEREAS, the State of Minnesota (“Lead State”) and Contractor have entered into Master Agreement # 23020 in accordance with the State of Minnesota’s Solicitation for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services); and

WHEREAS, the Director has determined that entering into a Participating Addendum with Contractor is the most cost-effective method of procuring these products and services, and that it is in the best interest of the State to enter into a Participating Addendum with Contractor; and

WHEREAS, the parties seek to enter into this Participating Addendum to memorialize the terms of their contractual relationship;

NOW THEREFORE, for good and valuable consideration, receipt of which hereby acknowledged, the parties to this Participating Addendum hereby agree as follows:

1.0 Term and Extension Option; Order of Precedence; Entire Agreement:

A. The term of this New Jersey Participating Addendum shall be effective from the Effective Date which is the last date signed below and shall continue for a period ending on the Termination Date of the Master Agreement or when this Participating Addendum is terminated in accordance with the Master Agreement or this New Jersey Participating Addendum, whichever shall occur first.

B. The entire agreement, and all rights and obligations between the parties, shall consist of the following documents (which shall be collectively referred to as the “New Jersey Participating Addendum”):

1. This Participating Addendum or Agreement,

2. The State of New Jersey Standard Terms and Conditions (“State’s Standard Terms and

Conditions”), attached hereto as Exhibit A;

3. The Master Agreement, including its attachments and exhibits, attached hereto as Exhibit B;

4. The Solicitation, incorporated herein by reference as Exhibit C;

5. The Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the

Lead State, incorporated herein by reference as Exhibit D; and

6. Future order specific documents, in the following order:

a. A Contractor supplied proposal as applicable, approved in writing by the Authorized Purchaser;

b. A Purchase Order issued by an Authorized Purchaser against the New Jersey Participating Addendum;

The documents comprising the New Jersey Participating Addendum shall be read to be consistent and complimentary. In the event of any conflict between the terms of the documents comprising the New Jersey Participating Addendum, the conflict shall be resolved by giving priority to the documents in the order listed above.

Docusign Envelope ID: 7E4E27E0-B958-4C43-84F0-377B1F73D403

C. The New Jersey Participating Addendum sets forth the entire agreement between the parties and supersedes all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof.

D. Terms and conditions, including but not limited to any software license or service level agreement, applicable to the New Jersey Participating Addendum are those expressly accepted by the Lead State, attached to the Master Agreement as an Exhibit or an Attachment as of the Effective Date of this New Jersey Participating Addendum, as may be superseded, amended or rejected by this New Jersey Participating Addendum.

E. Amendments – This New Jersey Participating Addendum may not be amended except in a writing signed by both parties.

F. In the event the Lead State approves Contractor to offer new or additional Products and Services under the Master Agreement after the Effective Date of this New Jersey Participating Addendum and such Products or Services incorporate any different, inconsistent, or additional terms into the Master Agreement, including, but not limited to any software license agreement or service level agreement, such terms and conditions shall not be made part of the New Jersey Participating Addendum without a written amendment to the New Jersey Participating Addendum signed by both parties.

G. In the event that Contractor presents terms and conditions, including but not limited to software license agreement or service level agreement, in response to an order by an Authorized Purchaser, through any medium whatsoever, that have not been previously accepted by the Division as part of this New Jersey Participating Addendum, or as an amendment to this New Jersey Participating Addendum, such terms and conditions are expressly rejected and shall not become part of the New Jersey Participating Addendum.. In the event Contractor is obligated to have third party intellectual property terms and conditions for intellectual property essential to the Contractor’s performance of this New Jersey Participating Addendum, flow through to the end user (here, the State), the State accepts such terms and conditions to the extent they do not conflict with the terms or requirements of this New Jersey Participating Addendum. For the avoidance of doubt, the State does not accept any third party terms on the following: indemnification, limitation of liability, choice of law, governing law, jurisdiction, arbitration, and confidentiality. This New Jersey Participating Addendum shall prevail with respect to such conflicting terms and conditions.

H. References to external documentation

1. Any external information incorporated by reference within any of the documents comprising the

New Jersey Participating Addendum, including, without limitation, click-through, shrink-wrap, software license agreements or service level agreements, are subject to the terms and conditions of this New Jersey Participating Addendum. In the event of a conflict, the terms of this New Jersey Participating Addendum shall prevail. Additional terms and conditions contained in a document incorporated by reference within any of the documents comprising the New Jersey Participating Addendum may be accepted, but must be explicitly set forth in Section 4.0 herein, or as an exhibit to this New Jersey Participating Addendum.

2. Any changes in the information incorporated by reference by any of the documents that comprise the New Jersey Participating Addendum, including, without limitation, click-through, shrink-wrap, software license agreements or service level agreements, are subject to the terms and conditions of this New Jersey Participating Addendum. In the event of a conflict, the terms of this New Jersey Participating Addendum shall prevail. Additional terms and conditions contained in a document incorporated by reference may be accepted, but must be explicitly set forth in Section 4.0 herein, or as an exhibit to this New Jersey Participating Addendum.

2.0 Scope of Services

A. The scope of Products and Services that may be purchased by an Authorized Purchaser shall be those Products and Service offerings awarded under the Master Agreement, subject to restrictions, if any, set forth below:

1. Software

a. Software is restricted to operating systems and is subject to equipment configuration limits.

b. Any software purchased must be related to the procurement of equipment.

c. Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment, except for the exceptions allowed under Paragraph 5.a.4.

d. Software such as middleware which is not always installed on the equipment but is related to storage and server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.

2. General Services

a. Services must be related to the procurement of equipment.

b. Wireless phone and internet service is not allowed.

c. Managed Print Services are not allowed.

3. Cloud Services

a. Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits.

b. Any Cloud Service purchased must be related to the procurement of equipment.

4. Third-Party Products

a. Third-Party Products can be offered only in the Bands they have been awarded. All third-party products must meet the definition(s) of the Band(s) in which they are being offered.

b. Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment cannot be offered unless approved by the Lead State.

5. Additional Product/Services

a. Hardware and software required to solely support wide area network (WAN) operation and management are not allowed.

b. Cellular Phone Equipment is not allowed.

c. Desktop printers and related toner cartridges are only permitted when procured with hardware as a peripheral, and are listed on the awarded Contractor’s price sheet.

B. Scope of Work Restrictions

1. Pursuant to Master Agreement Section 17, Trade-in services are hereby explicitly prohibited.

C. Any restrictions or limitations regarding Executive Branch use of this New Jersey Participating Addendum will be set forth in the Method of Operation, as may be amended from time to time and posted on the State’s website.

D. Financing, leasing, and renting is not permitted under this New Jersey Participating Addendum for

State agencies. Authorized Purchasers may finance their purchase, if permitted under law. If financing is through a lease agreement, that agreement is separate from this New Jersey Participating Addendum and is between the Contractor and the respective Authorized Purchaser only.

E. Each Authorized Purchaser is responsible for the full cost of purchases made under this New Jersey Participating Addendum.

F. Configuration Limits –The limits of this Participating Addendum are established by the NASPO Master

Agreement. The configuration limits apply to all purchases made under this Participating Addendum.

The dollar limits are based on a SINGLE computer configuration. These limitations are NOT a restriction on the purchase of multiple configurations. Configuration limits may be waived on a case-by-case basis or adjusted via the State’s contract Method of Operation in sole discretion of the Director of Services.

1. The following services are permitted under this Participating Addendum: installation/de-installation, maintenance, support, training, migration, optimization of products supplied under this Participating Addendum, asset management, recycling/disposal, training and certification, pre-implementation design, disaster recovery planning and support, and technical support services required for the effective operation of a product.

2. Contractor may provide limited professional services associated with the equipment and configuration of the equipment purchased.

3. Services purchased under this Participating Addendum must be directly related to equipment purchased under this Participating Addendum.

3.0 Definitions

A. “Authorized Purchasers” under this Participating Addendum shall mean:

1. Any State-Level government agency, department, office, instrumentality, division, unit or other entity in the Executive Branch (“State Purchasers”);

2. Any county, borough, city, municipality, town, township, special purpose district, or other political subdivision of the State;

3. Quasi-state agencies as defined in N.J.S.A. 52:27B-56.1 as any agency, commission, board, authority or other such governmental entity which is established and is allocated to a State department or any bi-state governmental entity of which the State of New Jersey is a member;

4. School districts per N.J.S.A. 52:25-16.1;

5. Volunteer fire departments, volunteer first aid squads and rescue squads per N.J.S.A. 52:25-

16.2; and

6. Independent institutions of higher education per N.J.S.A. 52:25-16.5;

7. County colleges per N.J.S.A. 18A:64A-25.9;

8. State colleges per N.J.S.A. 18A:64-60; or

9. Any legal successor in interest to any entity above.

4.0 Modifications to the Terms of the Master Agreement, and State of New Jersey Standard Terms and Conditions

A. Master Agreement

1. Master Agreement Section 19 is hereby deleted in its entirety and replaced with the following:

Section 19, Acceptance and Acceptance Testing A. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating

Addendum to place orders under this Master Agreement) shall determine whether all Products and Services delivered meet the Contractor's published specifications (a.k.a.

"Specifications"). No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the Contractor within thirty (30) calendar days following delivery of nonacceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing.

B. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any

Participating Addendum to place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is applicable and/or required for the purchase. The terms in regards to acceptance testing will be negotiated, in writing, as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail.

2. Master Agreement Section 28, Insurance, is hereby deleted in its entirety and replaced with the following:

28. INSURANCE

The Contractor shall secure and maintain in force for the term of the Contract insurance as provided herein. All required insurance shall be provided by insurance companies with an A- VIII or better rating by A.M. Best & Company. All policies must be endorsed to provide 30 days’ written notice of cancellation or material change to the State of New Jersey at the address shown below. If the Contractor’s insurer cannot provide 30 days written notice, then it will become the obligation of the Contractor to provide the same. The Contractor shall provide the State with current certificates of insurance for all coverages and renewals thereof.

Renewal certificates shall be provided within 30 days of the expiration of the insurance. The Contractor shall not begin to provide services or goods to the State until evidence of the required insurance is provided. The certificates of insurance shall indicate the Contract number or purchase order number and title of the Contract in the Description of Operations box and shall list the State of New Jersey, Department of the Treasury, Division of Purchase & Property, Contract Compliance & Audit Unit, P.O. Box 236, Trenton, New Jersey 08625 in the Certificate Holder box. The certificates and any notice of cancelation shall be emailed to the State at:

ccau.certificate@treas.state.nj.us

The insurance to be provided by the Contractor shall be as follows:

a. Occurrence Form Commercial General Liability Insurance or its equivalent: The minimum limit of liability shall be $1,000,000 per occurrence as a combined single limit for bodily injury and property damage. The above required Commercial General Liability Insurance policy or its equivalent shall name the State, its officers, and employees as “Additional Insureds” and include the blanket additional insured endorsement or its equivalent. The coverage to be provided under these policies shall be at least as broad as that provided by the standard basic Commercial General Liability Insurance occurrence coverage forms or its equivalent currently in use in the State of New Jersey, which shall not be circumscribed by any endorsement limiting the breadth of coverage.

b. Automobile Liability Insurance which shall be written to cover any automobile used by the insured. Limits of liability for bodily injury and property damage shall not be less than $1,000,000 per occurrence as a combined single limit. The State must be named as an “Additional Insured” and a blanket additional insured endorsement or its equivalent must be provided when the services being procured involve vehicle use on the State’s behalf or on State controlled property.

c. Worker’s Compensation Insurance applicable to the laws of the State of New Jersey and Employers Liability Insurance with limits not less than:

$1,000,000 BODILY INJURY, EACH OCCURRENCE;

$1,000,000 DISEASE EACH EMPLOYEE; and

$1,000,000 DISEASE AGGREGATE LIMIT.

d. Professional Liability Insurance: The Contractor shall provide Errors and Omissions, Professional Liability Insurance and/or Professional Liability Malpractice Insurance to protect the Contractor from insured liability arising out of the professional obligations performed pursuant to the requirements of this Contract. The insurance shall be in the amount of $2,000,000 per claim and in the aggregate. If the Contractor has claims-made coverage and subsequently changes carriers during the term of the Contract, the new Errors and Omissions, Professional Liability Insurance and/or Professional Malpractice shall provide for retroactive coverage to the inception date of this Contract or earlier.

Notwithstanding anything to the contrary herein, Contractor may meet the above insurance requirements via commercial insurance, self-insurance, or a combination of these options at Contractor’s sole discretion. In addition, any combination of Primary, Umbrella, or Excess Liability policies may be used to meet any coverage or limits requirements listed above.

3. Master Agreement Section 34, Indemnification is hereby deleted in its entirety and replaced with the following:

34. INDEMNIFICATION

A. CONTRACTOR RESPONSIBILITIES - The Contractor’s liability to the State and its employees in third party suits shall be as follows:

1. The Contractor shall indemnify, defend, and save harmless the State and its officers, agents, servants and employees, from and against any and all third party claims, demands, suits, actions, recoveries, judgments and costs and expenses in connection therewith:

i. For or on account of the loss of life, tangible property (not including lost or damaged data) or injury or damage to the person, body or property (not including lost or damaged data) of any person or persons whatsoever, which shall arise from or result directly or indirectly from the work and/or products supplied under the contract or the order; and

ii. For or on account of the use of any patent, copyright, trademark, trade secret or other proprietary right of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance (“Intellectual Property Rights”) furnished or used in the performance of the contract; and

iii. The Contractor’s indemnification and liability under the above Section 34(A)(1) is not limited by, but is in addition to the insurance obligations contained in Section 4.2 of the State of New Jersey’s Standard Terms and Conditions.

2. In the event of a claim or suit involving third-party Intellectual Property Rights, the Contractor, at its option, may: (a) procure for the State the legal right to continue the use of the product; (b) replace or modify the product to provide a non-infringing product that is the functional equivalent; or in the event that Contractor cannot do (a) or (b), (c) refund the purchase price less a reasonable allowance for use that is agreed to by both parties.

3. In the event of a claim or suit involving third-party Intellectual Property Rights, the State will (a) promptly notify Contractor in writing of the claim or suit; and (b) Contractor shall have control of the defense and settlement of any claim that is subject to the above Section 34(A)(1); provided, however, that the State must approve any settlement of the alleged claim, which approval shall not be unreasonably withheld. The State may observe the proceedings relating to the alleged claim and confer with the Contractor at the State’s expense. Furthermore, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of the State of New Jersey or any Authorized Purchaser, nor purport to act as legal representative of the State of New Jersey or any Authorized Purchaser, without having provided notice to the Director of the Division of Law in the Department of Law and Public Safety and to the Director of DPP. The State of New Jersey may, at its election and expense, assume its own defense and settlement.

4. Notwithstanding the foregoing, Contractor has no obligation or liability for any claim or suit concerning third-party Intellectual Property Rights arising from: (1) the State’s unauthorized combination, operation, or use of a product supplied under this contract with any product, device, or software not supplied by Contractor; (2) the State’s unauthorized alteration or modification of any product supplied under this contract;

(3) the Contractor’s compliance with the State’s designs, specifications, requests, or instructions, provided that if the State provides Contractor with such designs, specifications, requests, or instructions, Contractor reviews same and advises that such designs, specifications, requests or instructions present potential issues of patent or copyright infringement and the State nonetheless directs the Contractor to proceed with one or more designs, specifications, requests or instructions that present potential issues of patent or copyright infringement; or (4) the State’s failure to promptly implement a required update, use a new version of the product, or to make a change or modification to the product if requested in writing by Contractor.

5. Contractor will be relieved of its responsibilities under the above Subsection 34(A)(1)(i), (ii), and (iii) for any claims made by an unaffiliated third party that arise solely from the actions or omissions of the State, its officers, employees or agents.

6. This section states the entire obligation of Contractor and the exclusive remedy of the State, in respect of any infringement or alleged infringement of any Intellectual Property Rights. This indemnity obligation and remedy are given to the State solely for its benefit and in lieu of, and Contractor disclaims, all warranties, conditions and other terms of non-infringement or title with respect to any product.

7. The provisions of this indemnification clause shall in no way limit the Contractor's obligations assumed in the contract, nor shall they be construed to relieve the Contractor from any liability, nor preclude the State from taking any other actions available to it under any other provisions of the contract or otherwise at law or equity, except as otherwise provided in the above Section 34(A)(5).

8. The Contractor agrees that any approval by the State or Authorized Purchaser of the work performed and/or reports, plans or specifications provided by the Contractor shall not operate to limit the obligations of the Contractor assumed in the contract.

9. The State of New Jersey will not indemnify, defend or hold harmless the Contractor.

The State will not pay or reimburse for claims absent compliance with the below Section 34(B) and a determination by the State to pay the claim or a final order of a court of competent jurisdiction.

B. STATE RESPONSIBILITIES - Subject to the New Jersey Tort Claims Act (N.J.S.A. 59:1- 1 et seq.), the New Jersey Contractual Liability Act (N.J.S.A. 59:13-1 et seq.) and the appropriation and availability of funds, the State will be responsible for any cost or damage arising out of actions or inactions of the State, its employees or agents under the above

Section 34(A)(1)(i), (ii), and (iii) which results in an unaffiliated third party claim. This is Contractor’s exclusive remedy for these claims.

4. Master Agreement Section 35, Limitations of Liability, are hereby deleted in their entirety and replaced with the following:

35. LIMITATION OF LIABILITY

a. The Contractor’s liability for actual, direct damages resulting from the Contractor's performance or non-performance of, or in any manner related to, the contract for any and all third party claims, shall be limited in the aggregate to 200% of the fees paid by the Authorized Purchaser(s) during the previous twelve months to Contractor for the products or services giving rise to such damages. Notwithstanding the preceding sentence, in no event shall the limit of liability be less than $100,000. This limitation of liability shall not apply to the following:

i. The Contractor's indemnification obligations as described in Section 4.1; and

ii. The Contractor’s breach of its obligations of confidentiality described in State of New

Jersey’s Standard Terms and Conditions Section 5.23; and

iii. New Jersey Participating Addendum Section 4.B.3 below.

b. The Contractor shall not be liable for punitive, special, indirect, incidental, or consequential damages.

5. Master Agreement Section 39, Governing Law, is hereby deleted in its entirety and replaced with Section 5.13, Applicable Law and Jurisdiction, of the State’s Standard Terms and Conditions, attached hereto as Exhibit B;

6. Master Agreement Section 43, Force Majeure, is hereby deleted in its entirety and replaced with Section 5.2, Force Majeure, of the State's Standard Terms and Conditions, attached hereto as Exhibit B;

7. Master Agreement Section 44, Defaults and Remedies, is hereby deleted in its entirety and replaced with the defaults and remedies discussed in this New Jersey Participating Addendum and its exhibits.

8. Master Agreement Exhibit B, Minnesota Terms and Conditions, is hereby deleted in its entirety.

B. State of New Jersey Standard Terms and Conditions

1. Section 4.1 of the State of New Jersey’s Standard Terms and Conditions is deleted in its entirety and replaced with the language provided for in PA Section 4.A.3.

2. Section 4.2 of the State of New Jersey’s Standard Terms and Conditions is deleted and replaced with the language provided for in PA Section 4.A.2.

3. The following are hereby added to the State of New Jersey’s Standard Terms and Conditions:

a. At no time shall any data or processes, which either belongs to or are intended for the use of State or its officers, agents, or employees, be copied, disclosed, or retained by the Contractor or any party related to the Contractor for subsequent use in any capacity that does not include the State.

5.0 Miscellaneous

A. No Waiver - No term or provision of this New Jersey Participating Addendum shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by an individual authorized to so waive or consent. Any consent by either party to, or waiver of, a breach by the other whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided in the waiver or consent.

B. Dispute Resolution - The State and Contractor will attempt to resolve any dispute through face-to-face negotiation (which may be virtually) with persons fully authorized to resolve the dispute or through non-binding mediation utilizing a mediator agreed to by the parties, rather than through litigation. No formal proceedings for the judicial resolution of such dispute, except for the seeking of equitable relief or those required to avoid non-compliance with the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq., may begin until either such persons conclude, after a good faith effort to resolve the dispute, that resolution through continued discussion is unlikely.

C. Arbitration or Mediation - Any provision regarding arbitration or binding mediation within the Master Agreement is deleted in its entirety.

D. In accordance with N.J.A.C. 17:12-1B.2, notwithstanding anything to the contrary in the Master Agreement or any other documents comprising the New Jersey Participating Addendum, under no circumstances will the State indemnify Contractor and any such provision in the Master Agreement or such other documents shall be of no force and effect.

E. Notwithstanding anything to the contrary in the Master Agreement or any other documents comprising the New Jersey Participating Addendum, the State shall not be responsible for the Contractor’s attorney fees and/or expenses.

F. Notwithstanding anything to the contrary in the Master Agreement or any other documents comprising the New Jersey Participating Addendum, the State does not agree to auto-renewal of maintenance, technical support, service fees, subscription fees or any other product or service requiring periodic renewal.

G. State Intellectual Property -The State retains ownership of all State Intellectual Property provided to the Contractor pursuant to the Agreement. State Intellectual Property includes any intellectual property owned by the State. The State grants the Contractor a non-exclusive, royalty-free, license to use, copy, display, distribute, transit and prepare derivative works of State Intellectual Property and State data and information only to fulfill the purposes of the Agreement. The State’s license to the Contractor is limited by the term of the Agreement and the confidentiality obligations set forth in Section 5.Q Miscellaneous (Compliance – Data and Privacy Laws) of this New Jersey Participating Addendum.

H. Notwithstanding anything to the contrary in the Master Agreement, the Contractor's software agreement or services agreement, the State makes no warranties unless they are expressly stated in this New Jersey Participating Addendum.

I. A liquidated damages provision, if any, must be agreed to and signed by both parties and stated in the purchase order issued pursuant to this New Jersey Participating Addendum in order to be in effect.

J. The Contractor shall not have the right to terminate this New Jersey Participating Addendum. Any provisions in the Master Agreement regarding the Contractor's right to terminate or cancel this New Jersey Participating Addendum are superseded by and replaced in their entirety by this Section 5.J of this New Jersey Participating Addendum. However, in the event that an Authorized Purchaser violates its obligations under this New Jersey Participating Addendum, Contractor may refuse to accept or process orders from such Authorized Purchaser immediately upon written notice to the State and such Authorized Purchaser, until such time as Authorized Purchaser submits a plan to correct such violations satisfactory to Contractor, which approval will not be unreasonably withheld.

Notwithstanding anything to the contrary, Contractor shall continue to process orders submitted by other Authorized Purchasers.

K. Open Public Records Act – All documents and information submitted by Contractor to the State under this New Jersey Participating Addendum are considered public information, notwithstanding any disclaimers to the contrary submitted by Contractor, except as may be exempted from public disclosure by the New Jersey Open Public Records Act, N.J.S.A. 47:1A-1 et seq., and the common law.

L. Required Summary and Detailed Sales Reporting - The Contractor shall deliver a copy of the required summary and detailed sales reports described in Section 30 of the NASPO ValuePoint Master Agreement #23020 (“ NASPO ValuePoint Reports”) to the Procurement Specialist and State Contract Manager within ten (10) days of providing the Reports to the Lead State and NASPO

ValuePoint. The Reports may be limited to Sales made to Authorized Purchasers under this Participating Addendum.

M. Reporting and Supplier Convenience Fee

1. Quarterly Sales Reporting - The Contractor shall submit a Sales Report documenting all sales made under the Contract. The Sales Report shall be submitted directly to Periscope using the NJSTART system no later than thirty (30) calendar days after the end of each calendar quarter.

The calendar quarters will end March 31, June 30, September 30, and December 31. The Sales Report must contain the following information:

• Complete and accurate details of all sales, credits, returns, refunds, and the like for the reporting quarter;

• Purchasing entity;

• Total of Supplier Convenience Fee amount due for the reporting quarter;

• Such other information as the State may reasonably request; and

• If no sales were made to the State during the reporting quarter, then a report shall be submitted showing zero sales and zero Supplier Convenience Fee due.

Quarterly Sales Reporting and remittance of the Supplier Convenience Fee shall begin on the first calendar quarter starting after the effective date of the Contract.

2. Supplier Convenience Fee – For all purchases made under the Contract, the Contractor shall remit the Supplier Convenience Fee in the amount of one percent (1%) of all Purchases to Periscope Holdings, Inc. (Periscope).

3. Remittance of the Supplier Convenience Fee - On a quarterly basis, the Contractor shall remit the Supplier Convenience Fee directly to Periscope Holdings, Inc. (Periscope) no later than forty five (45) days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. Failure to remit the Supplier Convenience Fee timely and accurately may result in Contractor’s goods and/or services being made ineligible for purchase through the NJSTART Marketplace.

4. Retention and Inspection of Records and Audit - The Contractor shall keep records of all sales made to Using Agencies and Intrastate Cooperative Purchasing Participants in sufficient detail to enable the State to determine the Supplier Convenience Fee payable by the Contractor. The State and/or Periscope may examine and audit, at its own expense, Contractor’s sales records and Sales Reports for completeness and accuracy. If such examination reveals underpayment of the Supplier Convenience Fee, the Contractor shall immediately pay to Periscope the amount of deficiency. If the examination reveals an underpayment of 5% or more, then the Contractor shall reimburse the State and/or Periscope for the cost of the audit.

5. Catalog Enablement - The Contractor shall cooperate with the State and/or Periscope as requested to upload catalog items and pricing consistent with the awarded Participating Addendum to the NJSTART Marketplace module within thirty days (30) of the Participating Addendum award.

N. Delivery Guarantees

1. Deliveries shall be made in accordance with the terms of the Master Agreement.

Notwithstanding anything to the contrary in any Master Agreement, the State shall not pay shipping charges for failure to meet a minimum shipment amount.

2. In the event delivery of goods or services is not made within the number of days stipulated, the State shall be authorized to obtain the product or service from any available source.

3. The Contractor shall be responsible for the delivery of new or “like-new” products in accordance with good commercial practice. “Like-new” products will be identified as “like-new” and will be furnished at a price discounted from the price of the equivalent new product.

O. Authorized Resellers/Distributors and Subcontractors:

Contractor has the right to utilize Authorized Resellers/Distributors (hereinafter Distributors) for direct order taking, processing, fulfillment or provisioning. This Participating Addendum may not be subcontracted or assigned by the Contractor, in whole or in part, without the prior written consent of the Director, which shall not be unreasonably withheld. Such consent, if granted, shall not relieve the Contractor of any responsibilities under this Participating Addendum. For the avoidance of doubt, the Contractor shall be responsible for obtaining all required forms from each Distributor or subcontractor and submit the required forms to the State. The State will not accept forms directly from the Distributor and/or subcontractor. If the Contractor uses a Distributor, Contractor and the State agree to a minimum of 2 and a maximum of 17 Distributors.

The Contractor agrees to provide a list of the Distributor(s) that will service the Contract, including the name, address and contact information for each Distributor. The Contractor will be required to submit the documents set forth in Section 6 - The State of New Jersey Mandatory Certification Requirements, for each Distributor, prior to the Distributor being permitted to perform any work on the Contract.

Distributors may be removed and/or added upon ten (10) business days’ prior written notice to the State during the term of the Participating Addendum, but under no circumstance shall the total number of Distributors exceed the aforementioned maximum. Contractor and the State reserve the right to remove an authorized Distributor at its discretion for cause, not meeting established vendor criteria under the Participating Addendum, or where the addition, or continued use, of the entity would violate any State or federal law or regulation. If an authorized Distributor is removed for any reason, Contractor will name the alternate Distributor responsible to fulfill each pending purchase order and is responsible for any delay to the expected delivery.

P. Performance Guarantee

Notwithstanding anything to the contrary in the Master Agreement Terms and Conditions or the Master Agreement, this Section 5.0 prevails over any inspection or acceptance language contained in an Order.

The Contractor hereby certifies that:

1. The equipment offered is standard, new or “like-new” equipment, with available parts regularly used for the type of equipment offered; that such parts are all in production; and that no attachment or part has been substituted or applied contrary to manufacturer's recommendations and standard practice. In the event that a warranty claim occurs during the warranty period as set forth in the Master Agreement, warranty hardware replacement may consist of “like-new” parts.

2. All equipment supplied under the Agreement and operated by electrical current is UL listed where applicable.

3. Contractor warrants that all goods purchased by the State shall be fully operational for the period stated in the Master Agreement from time of acceptance by the State. Authorized Purchaser has thirty (30) days after Product delivery to inspect the Product for external damage and for any concealed damage (“Acceptance Period”). If external or concealed damage is revealed during the Acceptance Period, then Authorized Purchaser shall notify Contractor. At Contractor’s option, Contractor shall 1) repair such damage, 2) ship a replacement, or 3) refund the purchase price (upon return of the Product). Delivery of goods shall be evidenced by a signed delivery receipt. The Contractor and/or Fulfillment Partner shall render prompt warranty service without charge, regardless of geographic location.

4. Sufficient quantities of parts necessary for proper service to equipment will be maintained at distribution points and service headquarters.

5. Trained and/or Contractor-certified technicians and/or engineers are regularly employed to make necessary repairs to equipment within the time accepted as industry practice.

6. During the warranty period, at Contractor’s sole option, the Contractor shall promptly repair, replace or provide a refund of the purchase price of any product which is rejected for failure to meet and conform with the Contractor’s product specifications. This warranty does not apply to misuse, modification, damages caused by force majeure, as defined in the Master Agreement, or the State’s or other Authorized Purchaser’s failure to follow operation instructions of Contractor.

7. Contractor warrants that during the warranty period, software shall perform substantially in accordance with specifications, from the time of acceptance.

8. Contractor represents and warrants that, at the time of delivery and installation of the software provided pursuant to the Agreement, its product shall be free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required.

9. All services rendered under the Agreement shall be performed in strict and full accordance with requirements agreed upon at time of Order. The Order shall not be considered complete until final approval by the State is rendered. In the event of non-conformance of services, Master Agreement Section 19(d) shall apply.

Q. Compliance - Data and Privacy Laws

The Contractor agrees to comply with all State and Federal data and privacy laws, rules and regulations applicable to Contractor under the Agreement.

6.0 The State of New Jersey Mandatory Certification Requirements

The following are the State of New Jersey standard procurement forms and requirements that Contractor agrees to fulfill prior to the Effective Date. Some Authorized Purchasers may have additional requirements when placing an order and Contractor shall comply with same as necessary.

A. Ownership Disclosure (N.J.S.A. 52:25-24.2);

B. Disclosure of Investment Activities in Iran (N.J.S.A. 52:32-55 et. seq.);

C. Disclosure of Investigations and Actions Involving Bidder Form;

D. MacBride Principles (N.J.S.A. 52:34-12.2);

E. Source Disclosure Certification (N.J.S.A. 52:34-13.2);

F. Vendor Certification (P.L. 2005, c.271);

G. New Jersey Business Registration (N.J.S.A. 52:32-44);

H. Proof of insurance as specified herein;

I. Proof of compliance with New Jersey Affirmative Action requirements (N.J.A.C. 17:27-1.1 et. seq.):

• New Jersey Form AA-302 Affirmative Action Employee Information Report; or

• New Jersey Affirmative Action Certificate; or

• Federal Affirmative Action Approval Letter.

J. Certification of Non-Involvement in Prohibited Activities in Russia or Belarus

7.0 Primary Contacts:

Any notice between the parties provided for in this New Jersey Participating Addendum, or elsewhere in the Master Agreement shall be in writing, and shall be sent both via regular certified mail return receipt requested and via email to the addresses provided. The Parties should give prompt notice to each other if the appropriate person or address changes. The primary contacts for this New Jersey Participating Addendum are as follows:

State of New Jersey – Department of the Treasury – Division of Purchase and Property Name Michael Snyder Title Procurement Specialist Address 33 West State Street, 8th Floor, PO Box 230

Trenton, New Jersey 08625-0230 Telephone (609) 826 - 3532 Fax N/A Email Michael.J.Snyder@treas.nj.gov

State of New Jersey – Office of Information Technology Name Rita Foxwell Title State Contract Manager Address 300 River View Plaza, Trenton, New Jersey 08611 Telephone (609) 376 - 7102

Email Rita.Foxwell@tech.nj.gov

Pure Storage, Inc.

Name Kim Bradbury Title Sr. Director, Public Sector Contracts Address 2555 Augustine Dr., Santa Clara, CA 95054 Telephone (301) 717 – 9969

Email Kim.bradbury@purestorage.com https://www.state.nj.us/treasury/purchase/forms/OwnershipDisclosure.pdf https://www.state.nj.us/treasury/purchase/forms/DisclosureofInvestmentActivitiesinIran.pdf https://www.state.nj.us/treasury/purchase/forms/DisclosureofInvestigations.pdf https://www.state.nj.us/treasury/purchase/forms/MacBridePrinciples.pdf https://www.state.nj.us/treasury/purchase/forms/SourceDisclosureCertification.pdf https://www.state.nj.us/treasury/purchase/forms/CertandDisc2706.pdf https://www.state.nj.us/treasury/contract_compliance/index.shtml https://www.state.nj.us/treasury/administration/pdf/DisclosureofProhibitedActivitesinRussiaBelarus.pdf mailto:Michael.J.Snyder@treas.nj.gov mailto:Rita.Foxwell@tech.nj.gov mailto:Kim.bradbury@purestorage.com

IN WITNESS WHEREOF, the Contractor and the State have caused this New Jersey Participating Addendum to be executed by their authorized representatives and agree that this New Jersey Participating Addendum may be executed in counterparts, each original signed page to become part of the original document.

Pure ~Storac~e~ Inc.

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Signature

Kim Bradbury, Sr. Director Public Sector Contracts

The State of New Jersey Department of the Treasury -Division of Purchase and Property

Amy F. Davis, Acting Director

Approved as to Form Matthew J. Platkin, Attorney General State of f iir Jersey —Department of Law and Public Safety

Sw

Tint Name and Title

18-sep-2025

Date

Date

Date

October 24, 2025

EXHIBITS

EXHIBIT A - The State of New Jersey Standard Terms and Conditions

EXHIBIT B - The Master Agreement #23020, including its attachments and exhibits

EXHIBIT C - The NASPO ValuePoint Solicitation 29720

EXHIBIT D - The Contractor’s response to the Solicitation 29720

EXHIBIT A

The State of New Jersey Standard Terms and

Conditions

State of New Jersey Standard Terms and Conditions (Revised June 21, 2023)

STATE OF NEW JERSEY

DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE AND PROPERTY

33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230

1.0 STANDARD TERMS AND CONDITIONS APPLICABLE TO THE CONTRACT

The following terms and conditions shall apply to all contracts or purchase agreements made with the State of New Jersey. The State's terms and conditions shall prevail over any conflicts set forth in a Contractor’s Quote or Proposal.

2.0 STATE LAW REQUIRING MANDATORY COMPLIANCE BY ALL CONTRACTORS

The statutes, laws, regulations or codes cited herein are available for review at the New Jersey State Library, 185 West State Street, Trenton, New Jersey 08625.

2.1 BUSINESS REGISTRATION

Pursuant to N.J.S.A. 52:32-44, the State is prohibited from entering into a contract with an entity unless the Contractor and each subcontractor named in the proposal have a valid Business Registration Certificate on file with the Division of Revenue and Enterprise Services. A subcontractor named in a bid or other proposal shall provide a copy of its business registration to the Contractor who shall provide it to the State.

The contractor shall maintain and submit to the State a list of subcontractors and their addresses that may be updated from time to time with the prior written consent of the Director of the Division of Purchase and Property (Director) during the course of contract performance. The contractor shall submit to the State a complete and accurate list of all subcontractors used and their addresses before final payment is made under the contract.

Pursuant to N.J.S.A. 54:49-4.1, a business organization that fails to provide a copy of a business registration, or that provides false business registration information, shall be liable for a penalty of $25 for each day of violation, not to exceed $50,000 for each business registration copy not properly provided under a contract with a contracting agency.

The contractor and any subcontractor providing goods or performing services under the contract, and each of their affiliates, shall, during the term of the contract, collect and remit to the Director of the Division of Taxation in the Department of the Treasury, the Use Tax due pursuant to the “Sales and Use Tax Act, P.L. 1966, c. 30 (N.J.S.A. 54:32B-1 et seq.) on all sales of tangible personal property delivered into the State. Any questions in this regard can be directed to the Division of Revenue at (609) 292-1730. Form NJ-REG can be filed online at http://www.state.nj.us/treasury/revenue/busregcert.shtml.

2.2 OWNERSHIP DISCLOSURE

Pursuant to N.J.S.A. 52:25-24.2, in the event the Contractor is a corporation, partnership or limited liability company, the Contractor must complete an Ownership Disclosure Form.

A current completed Ownership Disclosure Form must be received prior to or accompany the submitted Quote. A Contractor’s failure to submit the completed and signed form prior to or with its Quote will result in the Contractor being ineligible for a Contract award, unless the Division of Purchase and Property (Division) has on file a signed and accurate Ownership Disclosure Form dated and received no more than six (6) months prior to the Quote submission deadline for this procurement. If any ownership change has occurred within the last six (6) months, a new Ownership Disclosure Form must be completed, signed and submitted with the Quote.

In the alternative, a Contractor with any direct or indirect parent entity which is publicly traded may submit the name and address of each publicly traded entity and the name and address of each person that holds a 10 percent or greater beneficial interest in the publicly traded entity as of the last annual filing with the federal Securities and Exchange Commission or the foreign equivalent, and, if there is any person that holds a 10 percent or greater beneficial interest, also shall submit links to the websites containing the last annual filings with the federal Securities and Exchange Commission or…