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Enterprise License Agreement

ENTERPRISE OFFERING FOR JMP IN 2022

JMP will offer an enterprise license agreement (“ELA”) effective immediately in 2022 in the United States and for Premier customers worldwide. One EU country will be added later this year. This new enterprise offering provides the ability for a customer to purchase a license for its and its related entities’ employees to access the software, where the license is priced based on the size of the enterprise. The usage rights for the ELA will be defined based on (A) the customer’s related entities that require access to the software and (B) the functions that will access the software (such as the entire enterprise vs. a department/division).

The pricing for this offering is based on the total number of employees that are included in the enterprise and divided into two classes of customers.

Class I is saturated accounts. These customers already have widespread use of JMP within their enterprise. Here’s an example: JMP is part of Company A’s standard analytic library, where JMP is part of onboarding and training for Company A’s employees. There are very few individuals in Company A’s enterprise that are not aware of JMP and the value it provides Company A. Company A’s adoption rate of JMP is stable and continues to grow along with any growth in Company A’s size. Company A would qualify as a saturated account.
Class II is growing accounts. These customers are in early stages of growing wide adoption of JMP and expect wide future growth. Here’s an example: Company B has strong use of JMP within its R&D teams globally (with multiple related entities). Company B believes that it has several other departments (such as engineering) that would benefit from using JMP and plans to spread such use into those other areas. Company B would qualify as a growing account.

WHEN WOULD A CUSTOMER PURCHASE AN ELA?

Customer A would like to use JMP Pro software for its R&D department and its Product Management department. Customer A would also like employees of its related entities, Company B and Company C, to access the software—these employees are also in the R&D department and the Product Management department. The customer believes a significant number of employees in these two departments will benefit from use of the software and the customer does not want to track users within these departments. In this situation, Customer A would purchase an ELA license for its R&D and Product Management departments. The ELA would include access rights for employees in those same departments for Customer’s named related entities, Company B and Company C. In fact, the current SK Hynix JMP license agreement in Korea is an ELA scoped to "engineering".
Customer X would like to use JMP Pro software across its entire enterprise, including access by its related entities, Company Y and Company Z. Customer X would purchase an ELA license for its entire enterprise, including access for its named related entities, Company Y and Company Z. The license agreements with Exxon and Micron include usage rights for employees of the customer and all of its named related entities.

WHY IS JMP MAKING THESE CHANGES?

Enterprise-class accounts purchasing JMP using our standard licensing model is sub-optimal in many cases. Counting users, justifying whether to use JMP or JMP Pro and adopting JMP Live are barriers to account expansion. However, the current enterprise offering “TELA” may be viewed by some customers as less palatable based on a significant fee increase or because the terms of the TELA do not accurately characterize the true asymptotic number of JMP users in an organization. Using the ELA provides more flexibility to solve these challenges, offers purchase options for the customer and increases account expansion and JMP users at our enterprise-class customers.

HOW ARE FEES CALCULATED FOR AN ELA?

Business Operations will identify the class of the customer wishing to license JMP Pro with an ELA--Class I (saturated) or Class II (growing).
If Class I: saturated.
- In conversations with the customer, Sales will determine the (1) usage rights required for the enterprise by defining the functions that will use the software (the entire enterprise vs. a department/division), (2) related entities of customer that will access the software and (3) total number of employees (both of the customer and its named related entities) that are included in the enterprise (and usage group, where applicable).
- Business Operations will use the “Enterprise License Fee Table” to determine the applicable license fee.
- Business Operations will also determine the license fees for up to 4 option years based on then-current standard fee increases for the same number of employees that have access to the software during that time.
- Fees for up to 4 option years will be reflected in the license agreement.
- Here’s an example: Customer A has a current RYF of $900,000. The ELA first year fee (“FYF”) is $1,000,000. Fees listed in the ELA license agreement would be as follows:
  - FYF - $1,000,000
  - Option Year 1 - $1,050,000
  - Option Year 2 - $1,102,500
- If Class II: growing:
  - In conversations with the customer, Sales will determine the (1) usage rights required for the enterprise by defining the functions that will use the software (the entire enterprise vs. a department/division), (2) related entities of customer that will access the software and (3) total number of employees (both of the customer and its named related entities) that are included in the enterprise (and usage group, where applicable).
  - Business Operations will use the “Enterprise License Fee Table” to determine the applicable license fee in 2 to 5 years in order to calculate the fees for the 2- to 5-year ramp for the same number of employees that have access to the software during that time. For example with a 5-year fee ramp, the fees would be calculated based on (i) determining the difference between the FYF for the ELA in 5 years (based on the fee table) and the current license RYF, divided by (ii) 5. The fee ramp may be shortened to less than 5 years depending on how significant the change will be from the customer’s current RYF to new pricing.
  - Following the multi-year ramp, any RYF will be calculated based on then-current standard fee increases.
  - Fees for up to 4 option years will be reflected in the license agreement.
  - Here’s an example: Customer B has a RYF of $500,000. The proposed ELA fee in 5 years is $1M. To calculate the ELA FYF and four options years, we would calculate the fees as follows:
    - ($1M - $500K)/5 = $100,000/year increase for next 5 years
    - FYF - $600,000
    - Option Year 1 - $700,000
    - Option Year 2 - $800,000
    - Option Year 3 - $900,000
    - Option Year 4 - $1,000,000

WHAT IS THE PROCESS FOR REQUESTING AN ELA?

The Sales Rep will complete the ELA Qualification Form (attached) to initiate a request for the contract. The Sales Rep must submit the written approval of their Sales Manager.
Business Operations will determine the class of the customer, the FYF and option year fees (including the length of the multi-year fee ramp for a growing account).
Legal will generate the contract.

WHAT PRODUCTS ARE INCLUDED IN AN ELA?

Software includes: JMP Pro for Windows, Macintosh and Windows Server operating systems as well as JMP Live to be installed on the customer’s premises. Use of JMP Live is unrestricted by department/division, even if such usage limitations apply generally under the ELA.

ARE THERE ANY USER COUNT REQUIREMENTS FOR AN ELA?

Yes, an ELA is only available where the total number of employees who may access the software are at least 500.

ARE THERE ANY REPORTING REQUIREMENTS FOR AN ELA?

An ELA customer will not be required to report the number of actual users; however, an ELA customer will be required to report the total number of employees (A) of the entire enterprise and (B) that fall within the usage group on an annual basis. Any changes to the usage group or total number of employees may result in pricing implications.

CAN A CUSTOMER STILL PURCHASE A MULTI-ENTITY LICENSE?

Yes. The multi-entity license serves a different licensing need for customers. Sales will want to understand how a customer will be using the software to help determine which licensing option fits the customer’s needs best.

Enterprise License Agreement (ELA) Qualification Form
A. Customer Name:
B. MLA or Order Form Number (if MLA or Order Form is already in place):
C. Will software access be used by the entire enterprise or limited to a Department(s)/Division(s)?		Entire-Enterprise Use (Y/N) __ Department(s)/Division(s) Use (Y/N) __ (If limited to Department(s)/Division(s) Use, complete (i) and (ii) below)
i. Department(s)/Division(s) that will access the software (for example, R&D):
ii. Total number of employees of Customer and Related Entities listed below, if any, that are dedicated to the Department(s)/Division(s) listed above:
D. Total number of employees of Customer and Related Entities:
E. Please complete the following table listing all Related Entities of Customer who will require access to the software, including address and country where located.
Related Entity Name	Address		Country
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