Amendment to Resale Agreement between MobileIron, Inc. and AT&T Services, Inc. dated April 3, 2019

EXHIBIT 10.2

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

Amendment

No. 5983.A.017

between

AT&T Services, Inc.

and

MobileIron, Inc.

AMENDMENT NO. 17

TO

AGREEMENT NO. 5983.C

After all Parties have signed, this Amendment is made effective as of the last date signed by a Party (“Effective Date”) and is between MobileIron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”.

WITNESSETH

WHEREAS, Supplier and AT&T entered into Agreement No. 20100106.054.C (subsequently renumbered as 5983.C) on April 22, 2010 (as subsequently amended, the “Agreement”) ;

WHEREAS, Supplier and AT&T desire to amend the Agreement as hereinafter set forth

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:

3.30 Price Revisions 

 Upon [***] written notice to AT&T, such notice to provide sufficient particularity for AT&T to understand the change that the Supplier may make, Supplier may change [***], such changes to be memorialized through a new [***] emailed to AT&T. That new [***] shall [***] supersede and replace the [***] in Appendix B as the then-current [***] following [***]. Orders received by Supplier prior to [***] will be [***].  Upon request, Supplier will [***].  In the event that [***],  [***].  Regarding Orders placed after the effective date of Amendment 17 to the Agreement, Supplier will [***].   For [***], Supplier will [***].  For [***], AT&T may [***].  MobileIron shall provide the [***] to AT&T, at ***@*** with a copy to ***@*** or such other person(s) as AT&T may designate from time to time. 

2.    Section 3.29, titled “Ownership of Work Product,” is hereby deleted and replaced in its entirety with a new Section 3.29, titled “Incidental Development and Reservation of Rights,” as follows:

3.29  Incidental Development and Reservation of Rights.

1. “Items” shall mean any or all inventions, discoveries, ideas (whether patentable or not), and all works and materials, including but not limited to products, devices, computer programs, source codes, designs, files, specifications, texts, drawings, processes, feedback, data or other information or documentation in preliminary or final form, and all Intellectual Property Rights in or to any of the foregoing.

2. “Intellectual Property Rights” means all patents (including all reissues, divisions, continuations, and extensions thereof) and patent applications, trade names, trademarks, service marks, logos, trade dress, copyrights, trade secrets, mask works, rights in technology, database rights, know-how, rights in content (including but not limited to performance and synchronization rights), or other intellectual property rights, protected under the laws of any domestic or foreign governmental authority having jurisdiction.

3. “Mere Reconfigurations” means those specific reconfigurations of Supplier’s pre-existing software performed by Supplier under this Agreement, but only to the extent that such reconfiguration does not add any features, functionality, or capabilities.

3.A new Section 3.47, titled “ Offshore Work Permitted Under Specified Conditions,” is hereby added to the Agreement, as follows:

3.47 Offshore Work Permitted Under Specified Conditions

In the event that AT&T identifies [***], then AT&T may [***].  If Supplier [***], then AT&T [***].  Upon [***], AT&T [***]. 

4.  A new Appendix K, titled  “Offshore Locations,” is hereby added to the Agreement in the form attached to this Amendment

5.  Section 4.28, titled “AT&T Supplier Information Security Requirements (SISR),” in the Agreement is hereby deleted and replaced in its entirety with  a new Section 4.28 bearing the same title, as follows:

4.28. AT&T Supplier Information Security Requirements (SISR)

Supplier agrees to comply with the AT&T Supplier Information Security Requirements (SISR) set forth in Appendix O attached hereto and incorporated by reference herein. Supplier agrees to cooperate with AT&T to complete checklists or similar documentation as AT&T may reasonably request to demonstrate that Software and/or computer systems Supplier develops, designs, supports and/or uses under this Agreement that are subject to SISR comply with the standards and requirements set forth in SISR. [***].

6. Appendix O in the Agreement, titled “Supplier Information Security Requirements (SISR)”, is replaced in its entirety with Appendix O bearing the same title, in the form attached to this Amendment

7.   A new Section 4.29, titled “General Data Protection Regulation (GDPR),”  is hereby added to the Agreement as follows:

4.29    General Data Protection Regulation (GDPR)

Supplier shall comply with the requirements set forth in Appendix – EU Data Privacy and GDPR Data Processing Obligations attached hereto as Appendix Y:

8.   A new Appendix Y, titled “EU Data privacy and GDPR Data Processing obligations,” is hereby added to the Agreement in the form attached to this Amendment

9. Section 4.5, titled “Customer Information,”  in the Agreement is hereby deleted and replaced in its entirety with a new Section 4.5 bearing the same title as follows:

4.5 Customer Information

b.Supplier acknowledges that Customer Information received may be subject to certain privacy laws and regulations and requirements, including requirements of AT&T.  Supplier shall consider Customer Information to be private, sensitive and confidential.  Accordingly, with respect to Customer Information, Supplier shall comply with all applicable privacy laws and regulations and requirements, including the CPNI restrictions contained in Section 222.  Accordingly, Supplier shall:

i.not use any CPNI to market or otherwise sell products to AT&T’s customers, except to the extent necessary for the performance of Services for AT&T or as otherwise approved or authorized by AT&T in this Agreement or in writing;

ii.make no disclosure of Customer Information to any party other than AT&T or the applicable Customer , except to the extent necessary for the performance of Services for AT&T or except such disclosure required under force of law; provided that Supplier shall provide AT&T with notice immediately upon receipt of any legal request or demand by a judicial, regulatory or other authority or third party to disclose or produce Customer Information; Supplier shall furnish only that portion of the Customer Information that is legally required to furnish and shall provide reasonable cooperation to AT&T should AT&T exercise efforts to obtain a protective order or other confidential treatment with respect to such Customer Information;

iii.logically separate AT&T Customer Information into any database from other Supplier customer information in Supplier’s databases

iv.not incorporate any data from any of Supplier’s other customers, including Affiliates of AT&T, into AT&T’s customer database;

v.make no use whatsoever of any Customer Information for any purpose except to comply  with the terms of this Agreement,  

vi.make no sale, license or lease of Customer Information to any other party;

vii.restrict access to Customer Information to only those employees of Supplier that require access or to perform Services under this Agreement;

viii.prohibit and restrict access or use of Customer Information by any of Supplier’s other customers, Supplier’s Affiliates, or third parties except as may be agreed otherwise by AT&T or the applicable Customer.  ;

ix.promptly return all Customer Information to AT&T upon expiration or termination of this Agreement or applicable schedule or Order, unless expressly agreed or instructed otherwise by AT&T; and

x.immediately notify AT&T upon Supplier’s awareness of (1) any breach of the above-referenced provisions, (2) any disclosure (inadvertent or otherwise) of Customer Information to any third party not expressly permitted herein to receive or have access to such Customer Information,   except that such Customer Information may be provided to third party service providers that provide services that allow the Supplier to provide the Services to or (3) a security breach of Supplier’s systems or network that causes or permits access to Customer Information inconsistent with the above-referenced provisions, and such notice shall include the details of the breach, disclosure.  To the extent permitted by law, Supplier shall fully cooperate with AT&T in determining, as may be necessary or appropriate, actions that need to be taken including, but not limited to, the full scope of the breach, disclosure or security incident, corrective steps to be taken by Supplier, the nature and content of any customer notifications, law enforcement involvement, or news/press/media contact etc., and Supplier shall not communicate directly with any AT&T customer without AT&T’s consent, which such consent shall not be unreasonably withheld.

4.30 AT&T Derived Information

11.A new Section 4.31, titled  “FOSS,” is hereby added to the Agreement as follows:

4.31 FOSS

a.For purposes of this Section, “FOSS” means [***].

b.[***]

c.Supplier represents and warrants to AT&T: [***].  

d.In the event that AT&T notifies Supplier or Supplier becomes aware of [***], then in either case, Supplier shall [***].  Supplier shall promptly notify AT&T of all actions taken by Supplier to [***].  Should AT&T receive notice from any third party alleging acts or omissions which, notwithstanding AT&T’s use of the FOSS for the intent and purposes furnished hereunder, constitute [***], then [***].

The terms and conditions of the Agreement in all other respects remain unmodified and in full force and effect.