ServiceNow

Partner
Code of Conduct



Partner Code of Conduct v1.0 130930


ServiceNow Partner Code of Conduct
ServiceNow is committed to conducting its business in a manner that exemplifies integrity, ethical conduct and honesty. This
commitment is an important professional value of our leadership and employees, and we know that our customers respect our
integrity. We count on our business partners to carry our reputation to our customers and establish bonds of trust. To ensure that
we create business relationships only with partners that share our commitment, we ask that our partners read and ensure that they
comply with this Partner Code of Conduct. ServiceNow believes that a shared protection of the trust that our customers, investors
and colleagues place in our business partners is essential for success. We appreciate all our partners efforts to join us in creating a
business community of which they are proud to be a part.
Applicability
This Partner Code of Conduct (Code) establishes the expectations of ServiceNow, Inc. and all its subsidiaries (ServiceNow) of the
conduct of each business partner, including its respective employees, independent contractors and agents (Partner, you and
your) throughout the world, including but not limited to alliance partners, referral partners, resellers, distributors, consulting and
implementation partners, subcontractors, technology and development partners, vendors, suppliers and service providers.
Compliance with this Code and your partner agreement is required to maintain your status as a ServiceNow partner in addition to
compliance with all laws and regulations that apply to your business activities. Further, ServiceNow expects you to avoid engaging in
any activity that involves even the appearance of impropriety. It is the intention of ServiceNow to discontinue its relationship with
you upon your violation of this Code unless a plan to achieve compliance is agreed upon between you and ServiceNow. Your ethical
responsibilities under this Code may be broader than what is required by law; however, in the event that an applicable law is more
restrictive than the requirements of this Code, you must always comply with such law.
Your Policy & Controls
As part of our shared commitment, ServiceNow expects you to maintain a written code of business conduct policy that is available
to, and binding on, your employees and agents, that incorporates the requirements of this Code and the laws applicable to your
business. In addition, you must have effective controls to prevent and detect unlawful and unethical conduct by your employees,
agents and partners, including periodic training and reviews to ensure your employees are complying with your code of conduct and
this Code. Your suppliers and downstream partners should also be encouraged to comply with your code of conduct, and with
regard to anti-bribery and FCPA regulations, you should require compliance of your downstream sales partners.
Recordkeeping
You must maintain records and documentation reasonably necessary to demonstrate your compliance with this Code. Upon
ServiceNows request, your authorized representative shall certify that he or she has read and understood the Code and commits
Partner to these standards. You must provide reasonable assistance and access to such records to any investigation by ServiceNow
or its independent auditor of a violation of this Code or applicable law, and allow ServiceNow reasonable access to all records and
documentation concerning compliance with this Code and laws applicable to business activities related to your agreement(s) with
ServiceNow.
Questions and Concerns
If you have questions or concerns about compliance or ethics issues or want to report suspected a violation, please send
an e-mail to: legalnotices@servicenow.com. Your message will be routed to the appropriate representative for
assistance.

Compliance with Laws and Standards

Compliance with Laws
ServiceNow expects you to be knowledgeable about the laws that apply to you and your business. You are required to comply with
all laws and regulations that apply to your business, wherever conducted. This Code is not offered as legal advice or comprehensive
guidance. Please consult with a licensed attorney for questions regarding the laws and regulations that apply to your business.

2013 ServiceNow, Inc. All rights reserved. ServiceNow and the ServiceNow logo are trademarks of ServiceNow, Inc. All other brand and product names are trademarks
or registered trademarks of their respective holders. 2


Partner Code of Conduct v1.0 130930

Anti-Corruption
Anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act prohibit bribing any person to obtain or
retain business or obtain an unfair advantage in a business transaction. You must comply with these laws, which govern the conduct
of ServiceNow and its subsidiaries in addition to similar local laws and regulations. You may not offer, give, pay, promise or authorize
any direct or indirect payment or provide anything of value (including, but not limited to, kickbacks, gratuities, gifts, favors,
entertainment, loans or fees) to anyone for the purpose of obtaining or retaining business or improperly influence any action or
decision, including to any government official (including any employee of a business in which the government asserts any
management control over or has an ownership stake in the enterprise, official of a public international organization, political party
or candidate for political office), ServiceNow director, officer, employee or agent, or any third party company director, officer,
employee or agent of a commercial customer or supplier. Where permissible, travel expenses and business amenities provided to
government officials must be reasonable, directly related to product demonstration and not for the purpose prohibited above nor
can be reasonably construed as a bribe or improper inducement. Information regarding the U.S. Foreign Corrupt Practices Act is
available at the U.S. Department of Justices website: www.usdoj.gov/criminal/fraud/fcpa. Information regarding the U.K. Bribery
Act is available at the U.K. Serious Fraud Offices website: www.sfo.gov.uk/bribery--corruption.
Competition Laws
You must fully comply with all applicable antitrust and competition laws and regulations. You must not: propose or agree with any
competitor to fix, restrict, adjust or control prices, margins, or terms and conditions; coordinate competing bids or otherwise
orchestrate any bid process in the attempt to direct a contract to a particular competitor; boycott suppliers or customers; divide or
allocate markets or customers; limit the production or sale of products or product lines; or otherwise discuss, plan or arrange with
customers, suppliers or competitors an unfair restraint on competition.
Government Sales
Business activities with government customers and entities partially owned by government may require compliance with special
regulations that do not apply to other customers. You must strictly observe the laws, rules and regulations that govern the
acquisition of products and services by any government entity of any country and the performance of government contracts.
Trade Laws and Export Controls
You must comply with applicable economic sanctions and trade embargoes when involved in any transaction of ServiceNow
products or services. You must not participate in any economic boycott that was not sanctioned by the United States of America.
United States export laws govern export, re-export and use of products and technical data of United States origin, wherever located
or sold from, and you must comply fully with such export laws in addition to applicable non-U.S. and multilateral export laws. You
may not export, re-export or transship ServiceNow products, services or technical data: (1) to any destination subject to U.S.
embargoes or trade sanctions; (2) to any entity or individual specified on U.S. government-maintained exclusion lists; or (3) for use
directly or indirectly in the design, development or fabrication of nuclear, chemical, or biological weapons or missile technology.
You must immediately notify ServiceNow if you become prohibited from participating in U.S. export transactions by any federal
agency of the U.S. government. Information regarding economic sanctions and trade embargoes are available at the U.S. Treasurys
website: www.treasury.gov/resource-center/sanctions.
Labor Standards
You must comply, and require that each of your suppliers comply, with: (1) all health and safety regulations; (2) laws protecting the
rights of persons with disabilities; (3) domestic and international labor laws, including but not limited to minimum wage and
maximum working hour requirements; (4) prohibitions against child labor laws; and (5) fair labor practices, including but not limited
to laws prohibiting discrimination based on race, color, age, gender, sexual orientation, ethnicity, religion, disability, union
membership, marital status or political affiliation.
Environmental Standards
You must conduct your operations in ways that are environmentally responsible and in compliance with all applicable environmental
laws, regulations and standards.

2013 ServiceNow, Inc. All rights reserved. ServiceNow and the ServiceNow logo are trademarks of ServiceNow, Inc. All other brand and product names are trademarks
or registered trademarks of their respective holders. 3


Partner Code of Conduct v1.0 130930

Acting with Integrity
Gifts and Courtesies
You must not seek favors that might reasonably be construed to be designed to influence the recipient, such as favorable treatment
in connection with a deal, by offering or providing lavish gifts, kickbacks or things of value which are out of proportion to the
situation. You must ensure that expenditures on the personnel and representatives of customers and ServiceNow are reasonable
and in the ordinary and proper course of business. A general guideline for evaluating whether a business courtesy is appropriate is
whether public disclosure would be embarrassing to you, ServiceNow or the recipient.
Honest Representation
All your marketing, advertising, social media, promotional and sales practices must: avoid misleading, deceptive, inaccurate,
exaggerated, false or unfair representations regarding your business, the ServiceNow products and services, or your comparisons
with competitors; reference ServiceNow, its logos, products and services truthfully, accurately, completely, and in compliance with
ServiceNows policies; not make or attempt to make any unauthorized commitments on behalf of ServiceNow or a customer; refrain
from committing ServiceNow to future functionality to third parties; clearly disclose the material terms and limitations of advertised
offers; describe any direct agreements necessary between the customer and ServiceNow necessary to receive the product or
service; refrain from any false documentation, fraudulent contracts, forged letters or any other false or inaccurate record; or defame
or disparage ServiceNow, competitors, customers, or other ServiceNow business partners.
Conflicts of Interest
You must avoid situations or relationships that may involve an inappropriate conflict, or the appearance of a conflict, with the
interests of ServiceNow. In the event that you have an actual or potential circumstance that could cast doubt on your ability to
conduct business with ServiceNow with complete objectivity, then you must report all pertinent details to ServiceNow so that
ServiceNow may review the conflict. Likewise, you must not ask or encourage ServiceNow employees to violate the ServiceNow
employee conduct guidelines.
Securities and Insider Trading
In the event that you possess or have access to material, non-public information pertaining to ServiceNow, any ServiceNow business
partner or any customer, you may use that information solely for the purpose for which it was provided to you. You may not trade in
that companys securities, pass such information to your family members, associates or any other person, nor use the information to
take any other action to your benefit.
Financial Records
Accurate financial records are critical for ServiceNows selection of appropriate business partners and customer selection of a sales
channel. Any financial information submitted to ServiceNow or a customer must be complete, correct and accurate, and avoid any
potentially misleading information. You must document all transactions and order forms related to your partnership with
ServiceNow in your financial books and records, statements, and reports, and prevent side agreements, whether oral or written.
Documents must be duly executed by a person with appropriate authority and not inappropriately altered.

Responsibility for ServiceNow Resources

Compliance with Contractual Obligations
You must comply with your obligations under all agreements in place with ServiceNow and others. You should consult your
ServiceNow business contact if you have any specific questions about the various provisions in your agreement with ServiceNow.
Coordinated Marketing
As a business partner of ServiceNow, you may receive the right to use certain ServiceNow trademarks. You must use them
exclusively as provided in your agreement with ServiceNow and not sublicense them. If a trademark applies to a specific product,
you must take care to associate only that product with the trademark in your marketing materials. Remain attentive in your
marketing efforts to preserve the shared branding effort between you and ServiceNow: you must provide ServiceNow the

2013 ServiceNow, Inc. All rights reserved. ServiceNow and the ServiceNow logo are trademarks of ServiceNow, Inc. All other brand and product names are trademarks
or registered trademarks of their respective holders. 4


Partner Code of Conduct v1.0 130930

opportunity to review and discuss with you any public release of information about your partnership with ServiceNow, the
ServiceNow products and services and the business practices of ServiceNow. ServiceNow expects your assistance in protecting its
reputation and avoiding unauthorized communications regarding ServiceNow by your employees.
Confidentiality
You must protect ServiceNows confidential and personal information. Except as described by applicable regulation or a contract
requirement, such information must not be transferred, disclosed to unauthorized third parties, disclosed to any employee without
a need to know such information, or used for any purpose other than the reason for its disclosure. To preserve ServiceNows
competitive position, you must not discuss ServiceNow internal matters such as pricing, costs, terms of sale, and other confidential
information, with other participants in the market.
Intellectual Property
You are responsible for protecting the trade information, copyrights, trademarks and other intellectual property rights of
ServiceNow and each customer and not: (1) misappropriate or infringe them; (2) misuse them for your own purposes; (3) disclose
them to any third party without the express written consent of ServiceNow or the customer, as applicable; (4) provide them to any
customer unless you have previously entered into an agreement with the customer that is enforceable under applicable law and
meets the requirements of ServiceNow, including any subscription terms, license, product descriptions and/or service descriptions;
or (5) reproduce them as contained in software, documentation or other materials, without the written consent of ServiceNow. You
must notify ServiceNow of any unauthorized use of ServiceNow trade secrets, brands, trademarks, logos or confidential information
by any third party. You may use ServiceNows trade information, copyrights, trademarks and other intellectual property rights only
to the extent provided in your mutually executed agreement with ServiceNow.
Data Privacy & Data Protection
You must track, understand and comply with, all laws and regulations relating to data protection that apply to your partner
activities. Any customer personal and/or private data that you collect or receive must be kept confidential, shared strictly to those
employees with a need to know such data, and used exclusively for the purpose for which it was disclosed. You must use
safeguards to ensure the protection, integrity and security of such information, applying at least the same level of data protection
for such data as that set forth in the Privacy Policy posted on ServiceNows website. You must receive a customers express consent
before you request access to the customers instance to provide services.

2013 ServiceNow, Inc. All rights reserved. ServiceNow and the ServiceNow logo are trademarks of ServiceNow, Inc. All other brand and product names are trademarks
or registered trademarks of their respective holders. 5