Juniper Networks Inc. entered into a Master Services Agreement with International Business Machines Corporation. Concurrently with the execution of the Master Agreement, the company and IBM executed certain Statements of Work incorporated into the Master Agreement. The Master Agreement is designed to allow for additional statements of work for additional projects and services to be added in the future. Under the Agreement, IBM will provide the company with a broad range of information technology services, such as applications, including support, development and maintenance; infrastructure management and support, including for servers, storage and network devices; and end user support including service desk. There will be a transition period in connection with IBM’s assumption of responsibility for these operations. As a result of the Agreement, the company expects that certain of its or its subsidiaries’ employees will become employees of IBM (or one of its affiliates or subcontractors), and that such transferred employees will become part of the team providing services to the company under the Agreement. Upon expiration or termination of the Agreement, the company will have rights to hire certain IBM personnel, including those former company employees that transferred to IBM under the terms of the Agreement. The services will be provided at the company’s facilities and also at IBM’s facilities, both inside and outside of the United States. The Agreement has minimum performance-related service level commitments that IBM must meet or exceed. Failure to meet these minimum service levels, in certain circumstances, will result in service level credits to the company as described in the Agreement, without limiting other rights and remedies. The Agreement will continue while there are Statements of Work in place. The initial terms of each of the Statements of Work for infrastructure and for end user support will commence on signing and will extend through July 31, 2026. The Statement of Work for applications will commence on signing and will extend through April 30, 2026. The company will have the right to extend the initial term for each of the Statements of Work for one optional extension period of one year by giving notice to IBM no less than 90 days prior to the end of the then-current term. Further, the company has additional rights to for up to an additional 18 months as part of IBM’s termination assistance obligations; this extension right applies to any expiration or early termination of the Agreement. The company will pay IBM through a combination of fixed and variable fees, with the variable fees fluctuating based on the company’s actual need for such services. Based on the currently projected usage of services over the Initial Term, the Company expects to pay IBM approximately $325 million, including for transition services. The company may elect to pay undisputed monthly fees in two installments of 50% each with the first installment being due on the third month after invoice and the second installment being due on the ninth month after invoice. The Master Agreement contains customary representations and warranties and indemnity provisions. The Agreement contains both general and specific liability caps that limit the company’s liability and IBM’s liability under the Agreement. The company may terminate the Master Agreement and Statements of Work for, among other things, cause, convenience, certain specific performance failures, breach of warranties by IBM, failure to transition, failure to transform, changes in law, force majeure, or a change in the control of either IBM or the company. Depending on both the type and timing of a termination, the company may be required to pay certain termination amounts to IBM. IBM’s only right to terminate the Agreement is based on the Company’s failure to pay certain amounts after certain notice periods or company’s failure to comply with certain terms applying to disputed payments.