Citrix Strategic Development Funds Guidelines

Citrix Strategic Development Funds Guidelines Contents PROGRAM OVERVIEW... 2 ELIGIBILITY FOR THE SDF PROGRAM... 2 FUNDS ALLOCATION... 3 REQUESTING APPROVAL FOR QUALIFYING ACTIVITIES... 3 SUBMITTING SDF PROPOSALS... 3 SUBMITTING REIMBURSEMENT CLAIMS... 4 KEY POINTS OF CONTACT... 5 APPENDIX A: QUALIFYING ACTIVITIES AND INELIGIBLE ACTIVITIES... 6 APPENDIX B: REQUIREMENTS FOR MARKETING ACTIVITY PLAN (MAP)... 11 APPENDIX C: TERMS AND CONDITIONS... 12

2 Program Overview Citrix Strategic Development Funds Program ( SDF Program ) is a global, proposal-based funding program developed to support eligible members of the Citrix Solutions Advisors program or Citrix Distributors ( Partners ) support those partner organizations carry out demand generation and enablement activities as specified in these Citrix Strategic Development Funds Guidelines ( Guidelines ). Strategic Development Funds definition Strategic Development Funds ( SDF ) are Citrix-provided funds, available to eligible Partners (see Eligibility for the SDF Program section) for strategic marketing, demand generation and enablement activities. SDF is a proposal-based request and claim reimbursement process with review and approval managed in defined Citrix geographies on a case-by-case basis. Strategic Development Funds replace the existing local coop/mdf programs. As of midnight June 30 2016, the coop/mdf programs shall be terminated except for use of accumulated funds as specifically permitted herein. Any existing funds from the coop/mdf programs in a Partner account from Q1 and Q2 2016 are governed by and subject to the rules of the funds life cycle expirations. Those funds are available to you until the posted expiration date of those funds. Any existing funds committed to activities prior to December 31, 2016 will be governed by and subject to those guidelines; any funds that are committed to activities after December 31, 2016 will be governed by and subject to the new SDF guidelines. All existing funds must be committed before any new SDF funds can be considered and approved. Eligibility for the SDF Program To be eligible for SDF, Citrix partners must meet the following eligibility criteria: Be an active member of the Citrix Solution Advisor ( CSA ) program or be a Citrix Distributor, in good standing, with primary headquarters located in either (1) United States, Canada, Mexico, Latin America and Caribbean ( Americas ); or (2) Europe, the Middle East and Africa ( EMEA ). Managed Citrix Platinum and managed Citrix Gold CSAs should work with their Citrix Partner Account Managers; all other CSAs should work through their Distributor o Note: Marketing Development Funds for Citrix System Integrator ( SI ) and Independent Software Vendor ( ISV ) partners are managed separately and are included in the corresponding contracts and/or SI and ISV Program Guides. Citrix SI and ISV partners are not eligible to participate in the SDF Program. Have submitted and received approval from Citrix on their Citrix related business plan for the current calendar year, which must include a Citrix related Marketing Activity Plan ( MAP ) detailing proposed marketing activities. See Appendix B for additional details. Use their Partner Badge and the Citrix logo in their marketing collateral and presentations. All usage must be subject to the trademark usage terms as set forth in their respective Citrix partner agreement and in accordance with the Citrix Visual Identity Guidelines. At the time of SDF proposal submission, current performance with Citrix is positive reflecting year-over-year growth. An annual revenue target has been identified and agreed upon between the Citrix Partner Account Manager and/or the Citrix Distribution Account Manager and the Partner.

3 Funds allocation Partners may submit an SDF proposal request through the SDF platform. Upon receipt of each submission, Citrix will approve or deny the request within five business days of receipt. If approved, the amount of the funds requested will be transferred into the funds allocation account for that activity. The Partner will have up to six months from the date of submission of the proposal to execute the approved activity. At the conclusion of the activity or no later than thirty days after the activity end date whichever is first - the Partner must submit their reimbursement claim, including all required proof of performance and ROI metrics documentation. If the six month period to execute their activity passes without any activity action, those funds will expire and no longer be available to the Partner. Advance payment for any activity is not permitted. Requesting approval for qualified activities A comprehensive list of approved qualifying activities can be found in Appendix A. Beginning September 1, 2016, the Partner or Distributor can submit the SDF proposal form online via the SDF platform. All proposals must be submitted any time from three months prior to the event up to seven business days prior to the scheduled activity. The Partner s Marketing Activity Plan (MAP), which may be a subset of their business plan, for the current quarter must be approved and submitted prior to or with any SDF request. Citrix shall either provide approval or rejection within five business days from receipt of each SDF proposal. A lack of response from Citrix shall be deemed rejection. Each SDF request must be a minimum of $1,000USD in total. Several activities may be combined to reach the required minimum request (i.e., list rentals/purchase combined with telemarketing activities). Advance payment for any activity is not permitted. After the proposal is reviewed and approved by all required parties, Partners will have six months from the date of proposal submission to execute the activity. The funds will remain in the funds allocation account for that activity until a reimbursement claim is submitted at the conclusion of the activity or no later than thirty (30) days after the activity end date whichever is first. If the six month period to execute the activity with no action passes, those funds will expire and will no longer be available to the Partner. Submitting SDF proposals Each SDF proposal will be reviewed and approved by Citrix on a case-by-case basis to assure proposal eligibility and funds availability. Missing or inaccurate information will result in the proposal being denied and the submitting Partner being notified for correction and resubmission. Proposals will be accepted beginning September 1, 2016.

4 Proposals submitted fewer than seven business days prior to the planned activity will result in the proposal being denied. Proposals that do not meet the minimum threshold of $1,000USD will be denied. When a proposal is submitted in the SDF system and approved, it is approved for the activity described only. Should an activity change or the Partner cancels the activity after submitted and approved, then the existing approval cannot be used to claim expenses for the altered activity or for cancellation fees or expenses. In the case where an activity changes, the existing request should be cancelled and a new proposal submitted no fewer than thirty days before the planned activity. Likewise, if the proposal includes multiple activities and at least one of them is cancelled or changes, the existing request should be cancelled and a new proposal should be submitted no fewer than seven business days before the planned activity. Submitting reimbursement claims Partners will have up to six months from the date of proposal submission to execute on an approved activity. All reimbursement claims ( Claim(s) ) must be submitted through the SDF platform at the conclusion of the activity or no later than thirty (30) days after the activity end date whichever is first - and must include all required Proof of Performance ( POP ) and ROI/metrics documentation ( ROI Metrics ). If the reimbursement claim date passes and a claim is not submitted, those funds will expire and will no longer be available to the Partner and therefore, payment for the activity will not be reimbursed. Claims submitted more than thirty days after the conclusion of the activity will not be accepted and therefore payment for the activity will not be reimbursed. Advance payment for any activity is not permitted. The Claim amount must match the amount of the original, approved SDF proposal. If the Claim is approved and the amount of the Claim is less than the amount of the original SDF proposal, the Partner will be paid for the lesser amount, provided all supporting POP and ROI Metrics are submitted. Claims must include supporting POP documentation (i.e., third-party invoices) to support the amount claimed and/or total cost of the activity, and proof of event occurrence, as detailed in Appendix A. POP documentation must be scanned copies of originals or PDFs; NOTE: editable files (i.e., MS Word or Excel) are not acceptable. Invoices must provide details outlining time, date, location and range of services provided without taxes included. No form of sales tax, use tax, value-added tax or any other tax can be reimbursed through SDF. Where invoices are submitted in local language/other than English, a translation must be provided in English accompanying the original document in order to provide full clarification of those documents. Claims must also include ROI Metrics. Required ROI Metrics for specific activities are included in Appendix A.

5 In the instance of an activity that generates leads, the Partner must submit the list of importable leads from the activity including a minimum of first name, last name, company name, email address, city and country. All leads must conform to Citrix s standard lead form. Those leads will be uploaded and assigned to the lead-generating Partner. If the Partner fails to provide ROI Metrics as stated above or if the Partner activity delivers underperforming results against the projected ROI measurement, the claim may be denied and Citrix reserves the right to deny future SDF requests. Partners have a maximum of ten business days to resubmit a Claim submission that is determined incomplete. If re-submission is not met by 5:00 pm ET on the tenth business day, the Claim will be denied or may be paid only based on the acceptable submitted POP and ROI Metrics, and thereafter the Claim will be closed. Citrix reserves the right to withhold part or full reimbursement for any activity which, upon submission, does not comply with these Guidelines and/or does not include the required POP and ROI Metrics for qualified activities (see Appendix A), even if the activity in question was approved. Each Claim will be reviewed and audited by the Citrix third-party agency that helps process approved SDF proposals prior to reimbursement ( Citrix Vendor ). All Claims are subject to random audits by Citrix and/or its auditors. In case of an audit, Partners should keep copies of relevant POP and ROI Metrics documentation for Claims for five years after reimbursement. Complete, approved Claims will be paid no later than thirty days from receipt of the Claim. Funds will be paid in USD currency. Funds will be paid in USD currency based on the exchange rate on the day of reimbursement. Key Points of Contact The Citrix SDF Program is a complete online, self-service tool for Partner-driven activities. The online site is managed by a Citrix Vendor within each Citrix geographic location defined above specializing in SDF management: Help Desk Information Americas - Ansira EMEA - Constant Solutions Hours of operation 8 AM to 6 PM CT 09:00 17:00 CET Email Citrix@Ansira.com PartnerOperationsEMEA@eu.citrix.com Telephone US & Canada Toll Free: 877-611-8884 LAC: 1+ (312) 445-5990

6 Appendix A: Qualifying Activities and Ineligible Activities Qualifying Activities Listed in Table 1 below are examples of the types of activities that may be reimbursed. Activities may be paid up to 100% based on eligible POP and ROI/Metrics at time of claim for reimbursement. All activities require proof of Citrix product and brand representation. Advance payment for any activity is not permitted. Citrix reserves the right to approve or deny any activity. Prorated Activities If an activity includes vendors in addition to Citrix, Partners will be reimbursed at a prorated share of the expenses in relation to the amount of exposure for Citrix content. Citrix demand generation or marketing events with partners will be prorated based upon the Citrix content that the submitted documentation supports. For example, if Citrix is listed as one of several partners, the dollar value will be prorated by the number of partners listed. Exception to the proration rule: o If a Partner has a contract from Citrix for a certain sponsorship level (i.e., Platinum/Gold/Bronze) then the contract/agreement executed by Citrix must also contain: Dollar value of the sponsorship Benefits received by Citrix Number and names of other sponsoring partners o Proration will not be applied to the following logos: Microsoft, Cisco, HP, IBM, NetApp, Intel, Google and Nutanix Qualified Activity Qualified Expenses Proof of Performance ROI/Metrics Advertising Web Banner Ads Layouts must adhere to Citrix Visual Identity Guidelines Requires review by local Citrix Channel Marketing Manager prior to production Creation Production Media buy/placement Image/copy of ad Insertion order/ad contract Number of impressions Number of responders Number of qualified leads Number of clicks Advertising - Search Engine Marketing and Social Media Layouts must adhere to Citrix Visual Identity Guidelines Requires review by local Citrix Channel Marketing Manager prior to production Creation Production Search Engine Marketing ad buy Itemized invoice from Search Engine Optimization provider Copy of online ads (must include Citrix) Number of impressions Number of clicks Collateral and Literature Including Citrix guides, brochures, catalogues, flyers Requires pre-approval by local Citrix Marketing Manager prior to production Printing/production Postage/shipping Author fees Duplication fees Catalogue copy of front cover indicating publication with full inside pages of ad Other photo of items with kit components, physical items or e-copies Approval documentation by Citrix Marketing Manager Number distributed Cost per piece/unit

7 Qualified Activity Qualified Expenses Proof of Performance ROI/Metrics Direct Mail Newsletters Distributor Only Seminar/Event/Webinars Partner-focused Distributor Only Programs and Sponsored Events Partner-focused Include Citrix presentation/demo Contract/agreement approved through Citrix Echo-sign platform Executive Briefing Center (EBC) Visits EBC must be located at a Citrix facility Customers must be in attendance Development Printing/Production Postage/shipping A/V equipment rentals Catering (excluding alcoholic beverages) Invitations Mail/collateral materials Purchase/rental list of qualified prospects Meeting room rental Sponsored event and programs including fees and tickets Catering (excluding alcoholic beverages) Partner can cover up to 5 customers and up to 3 partner employees; customers must be in attendance Roundtrip coach-class airfare up to $500USD no upgrades Hotel accommodations for customer for duration of meeting in standard room no upgrades Hotel accommodations for partner up to $250USD flat fee for duration of meeting in standard room no upgrades No incidentals (meals, telephone, internet, payper-view entertainment, laundry, etc) Copy of mailer with mention of Citrix invoice(s) Equipment rental list Room rental invoice Invitation/mailer with Citrix logo Registration/attendee list Copy of Citrix presentation Signed contract with sponsorship level All sponsorship documentation Photograph of signage with Citrix logo Dollar value of sponsorship Benefits received by Citrix Number and names of other sponsors Copy of Citrix presentation List of leads generated Itemized 3 rd party vendor Copy of EBC agenda Invitation or mailer with Citrix logo Registration and attendee list Number distributed Cost per piece/unit Number of registrants Number of registrants Importable list of qualified leads in Citrix provided template Number of registrants Number of leads Projected revenue Importable list of qualified leads in Citrix provided template

8 Qualified Activity Qualified Expenses Proof of Performance ROI/Metrics Events Seminars End-user/customer focused Include Citrix presentation/demo by Citrix A/V equipment rentals Catering (excluding alcoholic beverages) Invitations Mail/collateral materials Purchase/rental list of qualified prospects Meeting room rental Equipment rental list Room rental invoice Invitation/mailer with Citrix logo Registration/attendee list Copy of Citrix ppt/presentation Number of registrants Number of leads Projected revenue Importable list of qualified leads in Citrix provided template Events Sponsorship End-user/customer focused Include Citrix presentation/demo by Citrix Contract/agreement approved through Citrix Echo-sign platform Events Partner Sales Meeting Citrix must have speaking opportunity Contract/agreement approved through Citrix Echo-sign Events Trade Shows 3rd party trade shows can be a one or multi-day Enduser/customer event with booths with purpose to promote Citrix products Marketing Campaigns Outside Agency Requires pre-approval by local Citrix Marketing Manager prior to production Event sponsorship fee/tickets Catering (excluding alcoholic beverages) Maximum reimbursement of $10,000 USD Conference registration fees for up to 2 partner attendees A/V equipment rentals Booth space rental Purchase/rental email contact list Agency email services Signed contract with sponsorship level All sponsorship documentation Photograph of signage with Citrix logo Dollar value of sponsorship Benefits received by Citrix Number and names of other sponsors Copy of Citrix presentation List of leads generated Signed contract detailing investment Copy of agenda Copy of Citrix presentation and name of Citrix Speaker Copies of collateral/signage Exhibitor s signed contracts Photographs of booth with Citrix logo List of leads generated Final email with Citrix mention and approved copy Number of registrants Number of leads Projected revenue Importable list of qualified leads in Citrix provided template Number of registrants Number of registrants Number of leads Projected revenue Importable list of qualified leads in Citrix provided template Number distributed Number of responders Number of qualified leads Open rate Number of clicks Importable list of qualified leads in Citrix provided template

9 Qualified Activity Qualified Expenses Proof of Performance ROI/Metrics Marketing Campaigns Citrix Platforms Content is no cost Partner Days Minimum of 25 partner attendees Purchase/rental email contact list Catering (excluding alcoholic beverages) Citrix-branded awareness materials (banners, posters, monitor toppers, merchandising, etc.) Must have Citrix rep onsite for pipeline generating activities Up to five (5) engagement incentives value up to $25USD each Statement of Work (SOW) with detailed list and cost of each activity Attendee list with contact information Itemized 3 rd party vendor ROI sheet containing KPIs associated with the event Number distributed Number of responders Number of qualified leads Open rate Number of clicks Importable list of qualified leads in Citrix provided template achieving certification Sales Incentives Selling activities targeting Net New Partner Sourced bookings growth providing that the activity complies with Citrix ethics guidelines and policies and with local and international law. Partner is liable for all applicable state and/or federal income taxes resulting from activities Up-to-date, approved business plan with Citrix Activity must include a timeline, description of booking goals, solutions/products Details regarding logistics of incentive Forecast of payouts prior to activity; must not exceed total pre-approved amount Copy of approved incentive rules, date of activity (forecast bookings goals, awards structure, selections criteria, sales goals, eligibility requirements, award incentives) Approved business plan including agreed upon % of payout prior to program not to exceed the total preapproved amount Point of Sale (POS) report with names of sales executives, attainment numbers, total payout amounts, incentive IDs (i.e., CAR/NNS Opp) Activities over $10,000USD must include copy of email securing approval from GEO Channel VP Number of opportunities closed Number of total bookings achievement

10 Qualified Activity Qualified Expenses Proof of Performance ROI/Metrics Telesales Telemarketing Appointment Setting Training Partner Enablement Citrix Specific Citrix Authorized Training (including CALCs) Specialization Certification (Class/Exam) Technical Training Certification Training Distributor Hosted - Partner Technical Training Certification Training Distributor Hosted Partner Enablement Training Partner Summit (conference pass only) Training Partner Synergy (conference pass only) Script development List purchase/rental Agency services CALCs Registration receipt for Citrix product class One passing exam for Citrix product class Specialization Registration receipt for Citrix class Reimburse 1 st class and 1 st exam on passing Reimburse 2 nd exam only on passing if 1 st exam not passes Technical Training Registration receipt for Citrix product class One passing exam for Citrix product class Registration receipt for Citrix class A/V equipment rentals Room rental Catering (excluding alcoholic beverages) Registration receipt for Citrix class A/V equipment rentals Room rental Catering (excluding alcoholic beverages) Summit registration Synergy registration Copy of script with Citrix mention Call reports invoice(s) Proof of passing exam/certification Proof of passing exam/certification Training agenda Proof of passing exam/certification Training agenda Summit payment registration receipt Synergy payment registration receipt Number of calls made Number of qualified appointments scheduled Response rate = Number responses/sales divided by Number of total contacts Number of certifications Number of certifications List of attendees Number of certifications N/A N/A *Note: Itemized 3 rd party vendor invoices(s) exceptions may be granted by review on a case-by-case basis Note: Rate Card Invoicing Rate Cards must be filed by partners and approved by Citrix prior to any rate card activity invoicing. Rate Cards represent maximum foreseeable expense for a given activity. Therefore, for Rate Card invoicing to apply to any approved proposal the Partner must clearly state, prior to approval, that the rate card invoicing applies to an activity. If rate card invoicing is not clearly stated prior to approval, an SOW with detailed descriptions and costs per activity will supplement the approved rate card invoicing rate regimenting the actual costs expensed.

11 Ineligible Activities The following activities are not eligible for reimbursement under any circumstances. This list is nonexhaustive and the decision of Citrix in the interpretation of ineligible activities is final: Alcoholic beverages; alcohol-related gifts including alcohol giveaways, co-branded alcohol promotional items, etc. Any event where Citrix products are not being demonstrated or displayed Any event or expense Citrix, at its sole discretion, deems not applicable Cash giveaways Competitive content or training Customer appreciation/holiday party events Electronic devices (laptops, tablets, phones) Entertainment expenses not associated with approved (by Citrix) event sponsorship agreement (i.e., concert/theater/charity/sporting events, sponsorships, team building activities) Equipment for sale, demo gear Expenses that have already been claimed for reimbursement through Citrix or another third-party Gift cards Gift/Giveaways to Government Officials 1 in excessive of a cumulative value of $75 Giveaways, trinkets, wearables not associated with a program/event Holiday parties/customer appreciation events In furtherance of any illegal and/or fraudulent activity Internal expenses including sales or internal meetings, employee salaries, standard office stationary Legal, tax consulting or accounting fees Penalty, cancellation or rush charges Product, services or product installation for support of Partner s normal business operations Sales incentives, contests, recognition events or any efforts related to Partner s own employee programs or competitions Travel and expenses (including airfare, car rental and/or mileage, hotel sleeping rooms, gas, taxi, gratuities, etc.) Website development costs to Partner s site 1 "Government Official" is broadly defined and includes 1. Any employee, or any appointed or elected official, of, or anyone acting on behalf of: a government department, agency or authority or a government-owned or controlled company (e.g., a national oil company or a state-owned hospital), or a Public International Organization (e.g., International Red Cross or the World Bank). 2. Any employee or other representative of a political party, or any candidate for political office. 3. Any uncompensated honorary government officials or representatives whose duties are ceremonial if such officials have actual influence in the award of business. 4. Any member of a ruling or reigning royal family. A relative of a Government Official can also be included in this definition if the interactions with the relative provide anything of value to a Government Official.

12 Appendix B: Requirements for Marketing Activity Plan (MAP) Among other eligibility criteria listed in this document, Partners must complete a Marketing Activity Plan ( MAP ) for the current calendar year to be eligible for the SDF program. The Partner s Marketing Activity Plan (MAP), which may be a subset of their business plan, for the current quarter and must be Citrix approved and submitted in all requests for SDF. For MAP assistance, Partners are encouraged to reach out to either their Citrix Partner Account Manager and/or Distribution Account Manager. The MAP must include: Goal/objective of activity Growth/revenue goals that marketing funds will impact Action/tactical plans Clear forecasted ROI metrics for activities Target audience/recipients (including whether such audience will include government officials) 2 Product positioning by market segment and vertical markets (i.e., healthcare, education, financial) Calendar of events Appendix C: Terms and Conditions 1. The Citrix SDF Program is available for qualified Citrix Partners with primary headquarters located in either the Americas or EMEA, as defined in these Guidelines. 2. For those eligible, participation in the SDF Program is governed exclusively by the terms and conditions establishing their relationship with Citrix (for example, the Citrix Solution Advisor Agreement together with any amendments) (the Base Agreement ) and these Guidelines. In the event of a conflict between these Guidelines and the Base Agreement, these Guidelines shall prevail, insofar as they relate solely to participation in the SDF Program. 3. Participation in the SDF Program is voluntary and is not required by Citrix. 4. Participation in the SDF Program (indicated by submission of a business plan that includes a marketing activity plan and the first submission of a request for SDF proposal) shall signify the acceptance of these Guidelines, and these terms and conditions contained herein. 5. At Citrix s sole discretion, the SDF Program (including these terms and conditions) are subject to change or termination by Citrix at any time, with at least thirty days prior notice. At the time of such change or termination, Citrix will communicate the intended changes or end of life plan for this program.

13 6. Notwithstanding any statements or actions to the contrary, Citrix makes no warranties, guarantees, or representations with regard to the services and materials provided under the SDF Program. Such services and materials are provided on an as-is basis. 7. Citrix s and the Citrix Vendor s collective maximum liability for actual direct damages from any cause whatsoever under the SDF Program will be limited to $25,000USD. This limitation will apply regardless of the form of action, whether in contract or in tort, including negligence. In no event will Citrix or the Citrix Vendor be liable for any special, incidental, consequential or punitive damages, lost profits or savings, even if Citrix or the Citrix Vendor has been advised of the possibility of such damages. In no event will Citrix or the Citrix Vendor be liable for any damages claimed by the Partner based on a third-party claim. Partners agree not to make Citrix or the Citrix Vendor a party to any claim between the Partner and any third party. Nothing in this clause shall limit or exclude either party s liability for death or personal injury. 8. If the Base Agreement is subsequently terminated or not renewed, the Partner will no longer be eligible to continue to participate in the SDF Program upon the effective date of the termination or expiration. Upon the effective date of the termination or expiration of the Base Agreement, the Partner will have ten business days to apply for reimbursement of eligible expenses in accordance with the terms of the SDF Program. Such expenses must have been incurred prior to the effective date of the termination or non-expiration. 9. Partners changing type of relationship (e.g., from CSA to SI, CSA Platinum to Gold, etc.) will have ten business days to apply for reimbursement of eligible expenses. SDF funds earned under the old type of relationship cannot be merged into the account established under the new type of relationship. Such expenses must have been incurred prior to the effective date of the change in type of relationship. 10. Acceptance of any Partner SDF proposal is at Citrix s sole discretion even if Partner met the requirements as set forth in these Guidelines. Citrix reserves the right to reject a transaction under these Guidelines or to disqualify a Partner from participation in the SDF Program for noncompliance with these Guidelines. Additionally, Citrix reserves the right to recover amounts paid to the Partner, or otherwise due Citrix, as a result of fraudulent or duplicative claims, a Citrix mistake (including overpayment), or the Partner s noncompliance with these Guidelines, by offsetting such amounts against already approved SDF, as well as other credits or amounts owed or available to the Partner under the SDF Program, in addition to any other rights or remedies Citrix may have at law or equity 11. The Partner agrees that Citrix and its auditors shall have the right to audit the Partner s relevant business records for purposes of determining Partner s compliance with these Guidelines, and the Partner agrees to provide Citrix with whatever reasonable assistance Citrix and its auditors may require of the Partner in performing such audits. Citrix may suspend the Partner s participation in the SDF Program pending the completion of such audits. If it is determined that the Partner has breached the terms of these Guidelines, Citrix may, in addition to any other rights or remedies available to Citrix at law or equity, terminate the Partner s eligibility to participate in the SDF Program. In addition, and at Citrix s sole discretion, such a breach shall also serve as grounds for Citrix to terminate, for cause, the Base Agreement. 12. Failure by Citrix to insist upon strict performance or to exercise a right when entitled does not prevent Citrix from doing so at a later time, either in relation to that breach or default or any subsequent breach or default. 13. SDF, as well as other credits or amounts available to the Partner under the SDF Program, are the sole property of Citrix until such are redeemed for approved services and materials subject to the terms of these Guidelines. As such, SDF, including other credits or amounts available to the

14 Partner under the SDF Program, are not and should not be considered an asset of the Partner, and therefore, cannot be bartered, traded, sold, and so forth. 14. Citrix reserves the right to maintain the originals of any paperwork or documentation submitted. Claims must be submitted within the eligible SDF Program time frames identified in these Guidelines. If the expense is not claimed within that timeframe, the prior approval will be cancelled and the SDF will no longer be available to the Partner. 15. If ownership of the Partner s business changes, Citrix reserves the right to cancel or adjust the SDF as it deems necessary. 16. All activities under the SDF Program shall be conducted at all times in accordance with the principals set out in the then current Citrix Code of Conduct and are subject to compliance with all applicable laws, statues, regulations and codes relating to anti-bribery and anti-corruption (including but not limited to the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010). 17. These Guidelines and the Base Agreement set out the complete and exclusive agreement between the Partner and Citrix relating to the Partner s participation in the SDF Program and, as such, supersede all proposals or other prior agreements, oral or written and all other communications relating to the Partner s participation in the SDF Program. 18. These Guidelines are governed by governing law and choice of venue as set out in the Partner s Base Agreement.