ServiceNow Partner Program

Sell-through Incentive Program

Guide

August 2024
CONFIDENTIAL

© 2024 ServiceNow, Inc. All rights reserved. CONFIDENTIAL. ServiceNow, the ServiceNow logo, Now, Now Platform, and other ServiceNow marks are
trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company and product names may be
trademarks of the respective companies with which they are associated.
Program Guide
This ServiceNow Sell-through Incentive Program Guide (“Guide”) sets forth the rules and
policies that govern participation in the ServiceNow Sell-though Incentive Program (the
“Program”). All Program rights and benefits are subject to compliance with this Guide in its
most current version, as well as Participant’s Partner Agreement with ServiceNow and the
Module Guides for the Reseller and Service Provider Modules, as applicable. ServiceNow may
update this Guide from time to time via email, and it is incumbent upon each Participant, as a
condition of participation in the Program, to review and be aware of any and all changes
hereto. Minor corrections to address typographical, grammatical, or other similar mistakes in a
Guide do not require the publication of a new Guide. ServiceNow will publish a clearly
identified Errata Addendum (“Errata Addendum”) to the Guide or Module Guide via its
Partner Portal to address such mistakes.

ServiceNow reserves the right to administer and modify the Program referenced herein at its
discretion or restrict/deny participation and benefits based on the published Program rules.
Updates to this Guide, excluding issuance of an Errata Addendum, will be delivered to the
administrator email addresses provided by each Participant and posted to the ServiceNow
Partner Portal. The Errata addendum will be published without notice and posted alongside
the Module Guide in the Partner Portal.

ServiceNow does not provide any warranties regarding this Guide or the information
contained herein and specifically disclaims any liability for damages, including, without
limitation, direct, indirect, consequential, incidental, and special damages incurred in
connection with reliance on this Guide.

© 2024 ServiceNow, Inc. All rights reserved. CONFIDENTIAL. ServiceNow, the ServiceNow logo, Now, Now Platform, and other ServiceNow marks are
trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company and product names may be
trademarks of the respective companies with which they are associated.
Sell-through Incentive Program overview
This Program allows Participants meeting the eligibility requirements set forth in this Guide to
receive an incentive fee (“Rebate”) when they register and close a “Sourced” or “Sourced +
Net-New Logo” Reseller or Service Provider (SP) opportunity with ServiceNow. This Guide
describes the policies, benefits, and requirements applicable to the Program. Eligible
Participants should review and understand this Guide in addition to those requirements set
forth in the Reseller and SP Module Guides that apply to participation in those Modules.
This program will run from January 1, 2024, to December 31, 2024.
Program highlights and criteria
The Program provides Participants with a Rebate per closed opportunity when they meet the
criteria below.

• Closed, Sourced Resale, or SP opportunity:

o 5% incentive fee on first year net-new annual contract value (NNACV).
• Closed, Sourced Resale, or SP opportunity that is also a net-new logo for ServiceNow:
o 7% incentive fee on first year NNACV.

To be eligible to participate in the Program and receive Rebates, Participants must meet
the below criteria:
• Participant must be an approved Reseller or SP Program Participant in good standing as
defined in the Partner Program Guide.
• Participant must submit (or have submitted within the past year) an executed compliance
certification authorized by ServiceNow. If Participant does not have a current compliance
certification on record, they will be ineligible to receive Rebates and will be unenrolled from
the Program.
• Participants must indicate the country where the end customer is located, included within
their territory, and be part of the appropriate program for the relevant partner program
deal type (i.e., as Reseller or SP).
• Participant must enroll in the Program to be eligible for the Rebate, which requires the
Participant to execute the Program agreement via DocuSign or on the ServiceNow Partner
Portal.
• If partners have previously opted in in 2023, they are not required to opt in again in 2024.
However, if the partner would like to opt out of the program, they will need to submit a
ticket to partnernow@servicenow.com.
• Opportunities that close before the Participant enrolls in the Program will not qualify or be
eligible for any Rebates.
• Once the Participant has enrolled in the Program, they are required to become an
approved vendor of ServiceNow (please see enrollment terms below).
• Rebates cannot be paid unless the Participant has completed the steps necessary to
become an approved ServiceNow vendor.

© 2024 ServiceNow, Inc. All rights reserved. CONFIDENTIAL. ServiceNow, the ServiceNow logo, Now, Now Platform, and other ServiceNow marks are
trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company and product names may be
trademarks of the respective companies with which they are associated.
To be eligible for the incentive payout, the opportunities must meet the below criteria:
• To receive the 5% Rebate, Participants must register and close a Resale or Service Provider
Deal Registration
• To receive the 7% Rebate, Participants must register and close a Resale or Service Provider
Deal Registration in the Partner Portal and create a Partner Sourced Opportunity that’s also
a Net-New Customer Logo for ServiceNow. A “Net-New Customer Logo” is an opportunity
for a Customer who previously was not contracted with ServiceNow or received access to
ServiceNow products from an SP Participant. The sale must be to a Net-New Customer as
identified as a new logo-eligible account in the Partner Portal. Participants do not get Net-
New Customer Logo credit for a sale to an affiliate of an existing ServiceNow Customer,
even if the sales conclude at the same time.
• The terms “Partner Sourced,” “Opportunity,” and “Closed” throughout this Guide shall have
the same meanings as set forth in the Deal Registration Glossary
• The Participant must close the Sourced Opportunity via deal registration as a Reseller or
Service Provider.
o *Domain Separated Service Provider opportunities are ineligible for Rebates
• Minimum deal size is $50,000 USD.
• Maximum Rebate per opportunity is $50,000 USD.
• At least two qualified Opportunities must close between January 1, 2024 (or the
Participant’s enrollment date, whichever comes later) and December 31, 2024.
o The two closed opportunities will be counted by aggregating the Primary and
all Associated account(s).
o Any subsequent closed opportunity that qualifies (Sourced or Sourced + Net-
New Customer Logo) will receive the Rebate payout at the time of the next
ServiceNow billing cycle.
▪
• Payment will still be paid directly to the entity that closed the opportunity.
• To be counted, each entity must be opted-in to the Program. Closed opportunities will not
count until the entity has opted in.
• Participants will not get paid after the first qualifying opportunity closes. Once two
opportunities that meet the Program criteria have been closed, the Participant will receive
a Rebate payout on both closed opportunities.
• The maximum Rebate payout per Primary plus all Associated Entities (aggregated) is
$250,000 USD for the program year.
• Opportunities for Public Sector customers in Brazil are not eligible for the incentive.

Additional Terms
• Rebates will not be issued if the Participant is delinquent on payments to ServiceNow.
Participants shall be considered delinquent if any payments owed to ServiceNow are
60 days or more past due.
• Participants in the Consulting & Implementation (C&I), or Build Programs, or Global Elite

© 2024 ServiceNow, Inc. All rights reserved. CONFIDENTIAL. ServiceNow, the ServiceNow logo, Now, Now Platform, and other ServiceNow marks are
trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company and product names may be
trademarks of the respective companies with which they are associated.
 Segment Members who have overdue membership fees for such programs shall not be
eligible to receive Rebates until such fees are paid (overdue is considered 90 days past due
date).
• All opportunities must be closed between January 1, 2024 (or the Participant’s enrollment
date, whichever comes later) – December 31, 2024, at 11:59 pm PST to be eligible for
payouts.
o For opted-in partners that close their first and only qualified, sourced
opportunity for the Program year between December 15-31, 2024, ServiceNow
will allow it to count as the first qualified opportunity in the 2025 program year
(opportunities aggregated at the Primary level).
• Eligibility is based on the opportunity close date, not the Deal Registration approved date.
• Rebates will be paid only on Subscription Services.
• Built-In upsells (BIUs) are eligible for rebates if the opportunity close date is within the
program year. The BIU maximum rebate amount will be calculated by aggregating the
sum of the rebate for the initial closed-sourced opportunity with the built-in upsell rebate.
• The sum of the rebate + the Built-in Upsell rebate cannot exceed a $50k payoutIf another
Participant closes the opportunity (i.e., not closed by the sourcing Participant), neither
Participant will qualify for a Rebate payout.
• Opportunities for Public Sector (as the term “Public Sector” is defined in the Deal
Registration Terms and Conditions) customer accounts are eligible for Rebate payouts,
excluding Brazil, in which Rebate payouts are only available for non-Public Sector
opportunities.
• Rebate qualification will only apply to opportunities that leverage standard Reseller and
Service Provider Program Module pricing and discount policies.
• ServiceNow reserves the right to add additional incentives to the Sell-Through Incentive
Program at any time. All additional incentives will be announced to partners, and partners
will be notified prior to launch.
• ServiceNow reserves the right to terminate this Program in its sole discretion with effect
immediately upon e-mail notice to Participants in the Program. Upon termination,
Participants shall not be eligible to receive Rebate payouts for opportunities closed after
such termination.
Payouts
• Rebates will be paid in local currency (up to $50,000 USD equivalent per opportunity)
• Participants will receive a Rebate letter from ServiceNow with the Rebate amount owed to
them.
• Rebates will be paid based on NNACV of Subscription Service fees actually received by
ServiceNow for the applicable sourced opportunities.

• Rebate letters will only be sent to the Participant if considered in “good standing,” including
current on Program membership fees, compliance requirements, vendor set-up, and
accounts receivable.
o If the Participant closes qualifying opportunities between January 1, 2024 –
October 31, 2024 and fails to complete necessary requirements for payout (as
listed above) prior to December 31, 2024, rebates will be forfeited.

© 2024 ServiceNow, Inc. All rights reserved. CONFIDENTIAL. ServiceNow, the ServiceNow logo, Now, Now Platform, and other ServiceNow marks are
trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company and product names may be
trademarks of the respective companies with which they are associated.
If the Participant closes qualifying opportunities between November 1, 2024 – December 31,
2024 and fails to complete necessary requirements for payout (as listed above) prior to
February 28, 2025, rebates will be forfeited.
• Payments will be made when the Participant sends an invoice to ServiceNow Accounts
Payable. Invoices must be submitted within 30 days of receiving the Rebate letter; otherwise
will be considered null and void. Opportunity number, customer name, Rebate letter, and
an invoice need to be sent to apinvoices@servicenow.com (for the United
States/Mexico/Canada) or apinvoicesbv@servicenow.com (for everywhere else) to receive
payment. The final Rebate payouts will be made in January 2025 after the program ends. If
the Participant is based in a region where there are regional/foreign tax requirements,
please ensure the regional taxes are included on your invoice as separate line items back
to ServiceNow.
• ServiceNow will not process invoices if the regional tax is not included. Failure to include
such taxes will result in a delay in payment or in some cases, no payment at all.
• Payments will be paid quarterly beginning August 2024
o Opportunities that close in August or September 2024 will have rebate letters
sent in October
o Opportunities that close in October, November & December 2024 will have
rebate letters sent in January 2025
• Credit Reinvest Program Participants may elect to opt into the Credit Reinvest Program
(CRP) to collect their payments in the form of credits rather than monetary rebates.
• By opting into the Credit Reinvest Program, the Participant will forfeit the actual monetary
rebate payment and instead accrue credits which will be held by ServiceNow until
utilized. Opting into CRP as a means to collect payments in the Sell-through Incentive
Program cannot be reversed or changed until the following Program year.
• Credits will not be accrued until the Participant successfully opts-in to the Credit Reinvest
Program. If the Participant closes one qualifying opportunity, opts into CRP, and then
closes the second qualifying opportunity, the first opportunity will get paid in monetary
rebate and the second will be accrued in credits.
• Credits are valid for 12 months. The 12-month validity period begins from the date of the
letter informing the partner they have earned credits in the Sell-through Incentive
Program. If at time of the letter, the participant is not in good standing (Unpaid program
fees, delinquent to ServiceNow, etc.), the credits will not be distributed to the partner until
the participant is back in good standing. The validity period, however, will begin from the
date of the letter, whether or not the partner is eligible to have the credits distributed.
• Particpants will have until February 28, 2025 to perform requirements to be in “good
standing”. If the Participant fails to complete the requirements to be in “good standing”
then earned credits will be forfeited and no longer collectable regardless of expiration
date.

• The terms and conditions of accruing and using the credit are governed by the terms of
the CRP Guide.

• Anti-Corruption Compliance. Participants must comply with all applicable global anti-
corruption laws in any way related to their work with ServiceNow. ServiceNow prohibits the

© 2024 ServiceNow, Inc. All rights reserved. CONFIDENTIAL. ServiceNow, the ServiceNow logo, Now, Now Platform, and other ServiceNow marks are
trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company and product names may be
trademarks of the respective companies with which they are associated.
 use of any ServiceNow funds or Participant funds (including Rebates received under this
Program) for an improper purpose, including to establish slush funds or other off-book
accounts, to make bribe payments or other improper payments to customers or end users,
or to provide kickbacks or other improper payments to Participant employees, ServiceNow
employees, or other parties.
• Audit Rights. Participants shall retain records of their activities under this Program, including
the use of Rebate funds, for at least four (4) years. During the term of this Program and for
one (1) year after that, ServiceNow (and its auditors, consultants, and legal advisors) shall
have the right to audit the Participant’s records relating to their activities under the Program
and to verify that the Participant has fulfilled their obligations under the Program. If
Participant requests, ServiceNow may engage a certified public accounting firm
reasonably acceptable to Participant to perform such an audit. Any such audit shall be
conducted during regular business hours on a date mutually acceptable to both parties,
and ServiceNow must provide at least ten business days prior notice. The audit shall be
conducted at the expense of ServiceNow unless (i) the audit reveals that Participant has
materially breached their obligations hereunder, or (ii) the audit is initiated as a result of
Participant’s failure to comply with the terms and conditions of the Program, in which case
(i) or (ii) Participant shall promptly reimburse ServiceNow for its reasonable expenses
incurred in connection with such audit. Such audits shall be conducted no more than once
in any period of 12 consecutive months unless required by any applicable regulatory
agency, ServiceNow being compelled to do so by same, or if an audit reveals a material
breach of Participant’s obligations hereunder or if mutually agreed upon by the parties.
Enrollment
• Participants will be required to enroll in (“opt-in”) the Program in the Partner Portal. If a
Participant does enroll, they will be required to provide ServiceNow with a supplier form
and a W8 or W9 tax form and complete the ServiceNow vendor set-up process before
receiving their first Rebate payout. Once these forms have been collected and approved
by ServiceNow and the Participant has been set up as a ServiceNow vendor, the Participant
will be eligible to start receiving Rebate payouts from ServiceNow.
• Participants enrolled will be active in the Program from their enrollment date or from
January 1, 2024, if they are already enrolled from the equivalent 2023 Program, through
December 31, 2024, when the Program concludes.
• If a Participant does not enroll immediately OR decides to enroll later, they will not be
eligible for Rebate payouts of Partner Closed Opportunities that met the criteria before
enrollment.
Additional Benefit:
As a benefit of opting-in to the Sell-through Incentive Program, Participants will be eligible to
receive a Net New Logo “whitespace” report, which identifies potential customer accounts
that may be considered “Net New Logos” to ServiceNow.
To the best of ServiceNow's ability, the report will be shared with the individual who opted into
the program the first week of each month until the program concludes in December 2024.
This Net New Logo report is ServiceNow Confidential Information and should not be shared
with any other entity. Additionally, the Net New Logo report is subject to change, and names
appearing on any Net New Logo report are not assured to continue to be a Net New Logo for
any specific period of time.

Miscellaneous Program information

© 2024 ServiceNow, Inc. All rights reserved. CONFIDENTIAL. ServiceNow, the ServiceNow logo, Now, Now Platform, and other ServiceNow marks are
trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company and product names may be
trademarks of the respective companies with which they are associated.
If a partner receives partial sourced credit on an opportunity:

• If the Sourced NNACV recognition is $50,000 USD or more, it will qualify for a Rebate that
will only be paid out on the Sourced NNACV portion (not total opportunity NNACV)
• All other program criteria still apply.
• Participants may not separate large opportunities for the same Customer for the purpose
of getting paid Rebate payouts above the designated USD 50,000 maximum. If more than
one Opportunity closes within 90 days for the same Customer, ServiceNow will review the
qualification status.

© 2024 ServiceNow, Inc. All rights reserved. CONFIDENTIAL. ServiceNow, the ServiceNow logo, Now, Now Platform, and other ServiceNow marks are
trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company and product names may be
trademarks of the respective companies with which they are associated.
© 2024 ServiceNow, Inc. All rights reserved. CONFIDENTIAL. ServiceNow, the ServiceNow logo, Now, Now Platform, and other ServiceNow marks are trademarks and/or
registered trademarks
© 2024 of ServiceNow,
ServiceNow, Inc.
Inc. All rights in the United
reserved. States and/or
CONFIDENTIAL. other countries.
ServiceNow, Other company
the ServiceNow and Now
logo, Now, product namesand
Platform, may be trademarks
other ServiceNowof the respective
marks companies
are trademarks
with which theyregistered
and/or are associated.
trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company and product names may be trademarks of the
respective companies with which they are associated.