Master Services Agreement

MASTER SERVICES AGREEMENT 

This Master Services Agreement (the “Agreement”) is entered into by and between Klik Solutions LLC, a Maryland limited liability company (the “Company”) and the client identified in the Quote (the “Client”). The Company and the Client are collectively referred to as the “Parties” and each, a “Party”.  

Acceptance of Agreement. This Agreement governs all services provided by the Company to the Client. By executing, electronically accepting, or otherwise approving any Quote that references this Agreement (including through electronic quoting or ordering systems), the Client agrees to be bound by the terms and conditions of this Agreement, which is incorporated by reference into each Quote. 

1. Definitions 
   1. “Change Order” means a mutually agreed written amendment to a Quote, which is executed and dated by the Parties and effective from such date of execution.  
   2. “Company Materials” means any and all materials, information, inventions, methods, procedures, technology and know-how owned or developed by the Company, which shall remain the exclusive property of the Company, other than Custom Work as defined below. 
   3. “Custom Work” means any and all materials, information, inventions, methods, procedures, technology and know-how custom developed by the Company for the Client under this Agreement, and explicitly listed as a Custom Work in the applicable Quote.  
   4. “Deliverables” shall mean Company Materials, Custom Works, and Third Party Material defined in the applicable Quote as “Deliverables.”  
   5. “Infrastructure as a Service” or “IaaS” means the Company-provided virtualized or physical infrastructure systems, including but not limited to firewall appliances, network security hardware, routing equipment, and any associated security or management software delivered as a subscription service. IaaS may include configuration, monitoring, firmware updates, patching, and lifecycle replacement of Company-owned security infrastructure, as further detailed in the applicable Quote. 
   6. “Intellectual Property Rights” means all rights in, arising out of, or associated with intellectual property in any jurisdiction, including without limitation all patent rights, copyrights, trade secrets, trademarks, and other proprietary rights, whether registered or unregistered. 
   7. “Quote” means a written work order, quote, proposal, statement of work, or similar ordering document issued by the Company which contains terms including but not limited to requirements and specifications, delivery and performance schedules, fees and expenses, Deliverables or Services, and technical points of contact for the Services. Upon execution, electronic acceptance, or other written approval by the Client (including acceptance through electronic quoting or ordering systems), such document will be deemed a Quote under this Agreement and incorporated into this Agreement by reference. 
   8. “Service Level Agreement” or “SLA” means the Company’s then-current service level agreement applicable to certain Services, which sets forth the service levels, performance metrics, availability commitments, support response and resolution times, and any associated remedies. The SLA is a separate document that may be referenced in or incorporated by reference into the applicable Quote. In the event of a conflict between the SLA and this Agreement, the SLA shall govern solely with respect to the service level commitments described therein. 
   9. “Third Party Materials” means any materials, software, or intellectual property of a third party that may be provided or used as part of the Services, typically licensed under separate terms, as described in the applicable Quote.  
2. Performance of Services 
   2. Engagement; Method of Cooperation. The Client hereby retains the Company to perform the services described in one or more Quotes, in accordance with the terms and conditions of this Agreement (the “Services”). The Company shall perform all Services in a professional and workmanlike manner, using qualified personnel and in accordance with generally accepted industry standards.   
   3. Changes to Quote. Upon the receipt of a proposal from the Client to change the terms of a Quote (a “Change Proposal”), the Company will promptly provide (a) an impact analysis of such Change Proposal, (b) its financial impact (if any), and (c) the Company’s written acceptance or rejection of the proposal. The Client acknowledges and agrees that the Company has no obligation to accept any Change Proposal. If a Change Proposal is mutually agreed upon by Parties, it must be signed by Parties in the form of a Change Order as defined in Section 1.1. 
   4. Client Responsibilities. The Client shall provide reasonable cooperation to support the Company’s performance of the Services. This includes, without limitation: (a) providing all necessary information, data, documentation, and materials that the Company requests or that are reasonably required for the Services; (b) making available knowledgeable personnel and key stakeholders as needed; (c) providing the Company with necessary access to the Client’s premises, equipment, systems, and network, subject to the Company’s compliance with the Client’s reasonable security and facility policies; (d) preparing the Client’s premises and equipment as needed for delivery of the Services (for example, removal of any conflicting systems, providing adequate power, wiring, and internet connectivity); and (e) for IaaS security systems, including Company-owned firewall hardware and software, the Client shall provide necessary access to network facilities, demarcation points, ISP handoffs, and security configurations required to enable deployment, monitoring, and maintenance. If the Services include installation or use of any Company-supplied equipment or software on the Client’s site, title to and ownership of such equipment and software remains with the Company (unless otherwise expressly stated in a Quote), and the Client shall not remove, modify, or create any lien or encumbrance on any Company-owned equipment or software. The Client acknowledges that failure to meet its responsibilities or dependencies may delay the Services or deliverables, and the Company will not be liable for such delays. In the event any delay or additional work is caused by the Client’s failure to fulfill its obligations, the Company may extend any affected deadlines and/or charge for any resulting additional effort, provided that the Company notifies Client of such impact in writing. 
   5. Service Commencement and Acceptance (Recurring Services). For any recurring or ongoing Services (such as managed IT services), the Company will notify the Client of the “Service Commencement Date,” which shall be either the date on which the Services are operational and ready for use by the Client or the end of the onboarding period (as defined in Section 3.9 below), whichever is earlier. The Client shall have five (5) business days from the Service Commencement Date to test and review the Services. If the Client believes the Services are not operational or do not conform to the Quote, the Client must notify the Company in writing within that five (5) day period, specifying the deficiencies. In the absence of such notice, the Services shall be deemed accepted by the Client as of the Service Commencement Date. If the Client timely notifies the Company of any non-conformance, the Company will promptly take reasonable steps to correct the issue, and the acceptance procedure will repeat. Billing for recurring Service fees will begin as set forth in Section 3.9 after the Services are accepted or deemed accepted. 
   6. Out-of-Scope Work. Any services or deliverables that are outside the scope of an existing Quote (including any remediation of issues caused by the Client’s systems or third-party components not provided by the Company) will only be performed pursuant to a Change Order or a new Quote, and may be subject to additional Fees. 
3. Compensation and Payment Terms 
   1. Fees.  Subject to the terms and conditions of this Agreement, the Client shall pay the Company the fees set forth in the Quote(s) (the “Fees”) for the Services to be performed. The Quote will specify the Fees and the basis for billing (e.g., fixed scope, time-and-materials hourly rates, and/or recurring subscription fees). Unless the Quote expressly provides otherwise, an initial deposit equal to an estimated first month’s Fee under the Quote is due upon execution of the Quote, to be applied against the final payment due under the Quote, provided, however, that the initial deposit is not required for recurring services that include a free onboarding period pursuant to Section 3.9 below. All other Fees shall be invoiced and paid according to the schedule or milestones (if any) set forth in the Quote, or if not specified, then as provided in Section 3.3. 
   2. Expenses.  Unless expressly stated otherwise in a Quote, each Party shall bear its own costs and expenses in performing its obligations under this Agreement. If a Quote provides for reimbursement of specific expenses (such as travel or lodging), the Client shall reimburse the Company for such reasonable expenses actually incurred, provided that the Client has approved such expenses in advance. The Company will adhere to any expense policies or limits agreed in the Quote. 
   3. Invoicing and Payment.  Unless otherwise specified in the applicable Quote, the Company will invoice the Client on a monthly basis for Services performed or Fees incurred during the prior month, provided, however, that for monthly recurring Services, the Company will invoice the Client in advance of the month in which Services are to be provided. The Client shall pay all undisputed Fees within ten (10) calendar days of its receipt of each invoice. For Clients using AutoPay authorized Credit Card or ACH payments, charges will be processed on the 10^th day of each month preceding the month in which Services are to be provided. Credit Card payments are subject to a 3.0% convenience fee which will be automatically added to all credit card charges. Delivery of an invoice to the Client via email (to the email address provided in the Quote) will be deemed sufficient notice for billing purposes, and the invoice will be considered received by the Client on the date sent. If a Quote specifies a different invoicing frequency or payment schedule (e.g., upfront payments or milestone billing), the Quote terms shall control for that Quote. 
   4. Billing Models.  The following additional provisions apply to certain types of engagements, as applicable: 
      1. Time and Materials Project. If a Quote specifies time and materials billing, Services will be billed based on actual hours expended (or other units of work) at the rates set forth in the Quote. The Company may invoice periodically (e.g., monthly or at project phases) for work completed. Payment for time and materials invoices is due within ten (10) days after completion of the billed phase or period. Any estimates provided for time and materials work are for planning purposes only, and actual Fees may vary, subject to any explicit written limits in the Quote. 
      2. Fixed Scope and/or Deliverables Projects. If a Quote provides a fixed scope for defined deliverables or project milestones, the Company will invoice according to the milestone or payment schedule in the Quote (e.g., upon completion of milestones or on specified dates). The Client shall pay each such invoice within the timeframe specified (or, if not specified, within ten (10) days of receipt). Any material change in the scope or assumptions of a fixed scope Quote may require a Change Order with an equitable adjustment to the price. 
      3. Hardware and/or Software Purchases. If the Company is reselling or procuring any third-party products (hardware, software licenses, or similar) for the Client, the Fees for such items are due in full upon Quote execution or upon receipt of invoice (as specified in the Quote), and in any event prior to the Company ordering or delivering such products to the Client. The Company has no obligation to order, ship, or deliver any hardware, software, or other third-party products until it has received full payment for those items. Title to any hardware or tangible products will pass directly from the third-party supplier to the Client (or as otherwise stated in the Quote). All such third-party product purchases are final and non-cancellable once ordered, except as permitted by the third-party supplier. For any IaaS infrastructure provided under a subscription model, title to the software and hardware shall remain with the Company at all times, and the Client is granted only a right of use during the active term. 
      4. Recurring Services Fees. If a Quote includes recurring service fees (such as monthly managed services fees or subscriptions), the Quote will specify the amount and frequency of such fees (e.g., a fixed monthly fee, usage-based fees, or a combination). Unless stated otherwise, recurring service fees will be billed monthly. Any one-time setup fees or onboarding fees will also be detailed in the Quote (subject to Section 3.9 below). The Client may choose to add optional or additional services (e.g., extra users, devices, or features) during the term, which will be billed at the rates set forth in the Quote or, if not specified, at the Company’s standard rate schedule then in effect. The Company will prorate recurring fees for any partial billing periods when services start or end mid-month, unless otherwise provided in the Quote. The Company reserves the right to modify the recurring service fees on each annual anniversary of the Service Commencement Date based on market conditions, provided that (i) any such modification shall not exceed 5% of the then-current fees, (ii) the Company shall provide at least thirty (30) days’ prior written notice of any such modification, and (iii) such modification shall not require execution of a new Quote or amendment to this Agreement. 
   5. Taxes.  All Fees and other amounts payable to the Company under this Agreement are exclusive of any applicable sales, use, value-added, excise, withholding, import, export, or other similar taxes, duties, or charges of any kind imposed by any governmental authority, other than taxes imposed on the Company’s net income. The Client shall be solely responsible for all such taxes and charges arising out of or related to the transactions and Services under this Agreement. If the Company is required by law to collect or remit any such taxes, it may include such amounts on its invoice, and the Client shall pay such amounts in full. All payments to the Company shall be made without any deduction or withholding for taxes; if any such deduction or withholding is required by law, the Client shall gross-up the payment such that the Company receives the full amount it would have received had no such deduction or withholding been required. Upon request, the Client shall provide the Company with reasonable evidence of payment of such taxes to the appropriate governmental authority. 
   6. Disputed Charges. In the event that the Client reasonably disputes in good faith any invoice the Client shall notify the Company of the amount of and basis for its dispute within ten (10) days after the date of the corresponding invoice, together with reasonable documentation of such dispute. In the event that a given invoice includes both disputed and undisputed charges, the Client shall pay all undisputed items in accordance with this Agreement, and may withhold payment only of the disputed charges in accordance with this Section 3.6. For the avoidance of doubt, any notices and documentation required by this Section 3.6 are in addition to any other notices required under this Agreement, including any requirement to provide timely rejection of non-conforming deliverables. 
   7. Late Payments. If any undisputed invoice is not paid when due, the Company reserves the right to suspend further Services until payment is made, and any resulting delay in Services will be the responsibility of the Client. In addition, any overdue amounts shall accrue interest at the rate of 1.5% per month (18% per annum) or the highest rate allowed by law, whichever is lower, from the due date until paid in full. If payment is more than ten (10) days late, the Company may, in its sole discretion, require an advance payment or deposit before continuing Services, and may charge a reasonable reactivation fee for suspended services (including any fees imposed by third-party suppliers to reinstate services). The Client shall also be responsible for a service charge of $50 for any check or payment that is returned due to insufficient funds or similar reason. The Client shall reimburse the Company for all costs of collection (including reasonable attorneys’ fees) incurred in pursuing overdue payments that are not subject to a good-faith dispute. 
   8. Client’s Financial Condition. The Client represents and covenants that it has, and will maintain, sufficient financial ability to perform its payment obligations under this Agreement. The Company may request reasonable assurances or financial information to confirm the Client’s ability to pay, if the Client’s payment history or financial condition gives the Company commercially reasonable cause for concern. If the Client fails to provide adequate assurance upon request, or fails to timely pay, the Company may suspend Services or impose additional payment security requirements as permitted by Section 3.7 above.   
   9. Onboarding Period for Recurring Services. For any Services provided on a recurring or subscription basis (e.g., ongoing managed IT services), the Company will provide an initial onboarding period of up to thirty (30) days at no charge to the Client. The onboarding period, if applicable, will begin on the Effective Date of the Quote (or on a later date specified in the Quote) and is intended to allow the Company to set up and configure the Services for the Client’s environment before regular service fees commence. The Company’s effort during onboarding (such as initial assessments, deployments, or migrations) will be provided free of charge for a maximum of thirty (30) days. Billing for recurring service Fees will commence immediately after the onboarding period is complete, or upon the 30^th day after the start of onboarding, whichever occurs first. If the onboarding is completed sooner than thirty (30) days, billing will begin after completion (unless otherwise stated in the Quote). If onboarding is delayed or extends beyond thirty (30) days due to the Client’s lack of readiness, delays in providing required information, or other Client-caused issues, the Company may begin billing recurring fees at the thirty (30) day mark notwithstanding any incomplete onboarding tasks. The free onboarding period is offered only for recurring-service engagements and does not apply to one-time projects or fixed fee deliverables. Onboarding services are provided “as is” and for setup purposes; once the recurring Services go live and are accepted by the Client as per Section 2.4 above, the regular warranty and support obligations of the Company will apply to the Services. 
4. Confidentiality  
   1. Confidential Information. “Confidential Information” means any non-public information that one Party (the “Disclosing Party”) provides or makes available to the other Party (the “Recipient”) in connection with this Agreement, whether before or after the Effective Date, and which is either identified as confidential or proprietary or that should reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation, technical information, business and marketing plans, financial data, pricing, product designs, software source code, algorithms, trade secrets, customer data, and any other information or materials marked or otherwise identified as confidential, as well as the terms and existence of this Agreement and any Quote. Confidential Information does not include information which: (i) was already rightfully in the Recipient’s possession without obligation of confidentiality before receipt from the Disclosing Party; (ii) is or becomes publicly available through no wrongful act or omission of the Recipient; (iii) is rightfully received by the Recipient from a third party without restriction and without breach of any obligation to the Disclosing Party; or (iv) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information. If the Recipient is required to prove that any information falls under one of the above exceptions, such proof must be by reliable, documented evidence. 
   2. Confidentiality Obligations. The Recipient of any Confidential Information agrees to hold all such information in strict confidence and to use it only for the purposes of performing its obligations or exercising its rights under this Agreement. The Recipient shall not disclose or permit the disclosure of any Confidential Information to any third party without the Disclosing Party’s prior written consent, provided, however, that Confidential Information may be disclosed to the Recipient’s own employees or independent contractors who need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those herein. In addition, the Recipient may disclose Confidential Information to its professional advisors (e.g., legal counsel or accountants) who are bound to confidentiality (by ethical duty or written agreement). The Recipient shall not copy or reproduce any Confidential Information except as necessary for the purpose of this Agreement, and shall not remove or obscure any confidentiality or proprietary notices on materials provided by the Disclosing Party. The Recipient shall protect the Disclosing Party’s Confidential Information using the same degree of care it uses to safeguard its own confidential information of similar sensitivity, and at minimum no less than reasonable care. If the Recipient becomes aware of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information, it shall promptly inform the Disclosing Party and cooperate with the Disclosing Party in mitigating the effects and preventing further unauthorized use or disclosure. If the Recipient is required by law, regulation, or court order to disclose Confidential Information, the Recipient shall (to the extent permitted) give prompt written notice to the Disclosing Party before making any such disclosure, and shall cooperate with the Disclosing Party’s reasonable requests to seek a protective order or other assurance that the information will be treated confidentially. In the event no protective order is obtained, the Recipient may disclose only that portion of Confidential Information legally required to be disclosed, and will use reasonable efforts to ensure the information receives confidential treatment. Upon the Disclosing Party’s written request, the Recipient shall promptly return or destroy (and certify in writing the destruction of) all materials containing the Disclosing Party’s Confidential Information that are in the Recipient’s possession or control, except that the Recipient may retain one archival copy for legal compliance purposes.   
   3. Ownership and Survival. All Confidential Information (including any copies or derivations made by the Recipient) is and shall remain the property of the Disclosing Party. Nothing in this Agreement grants the Recipient any license or right to the Disclosing Party’s Confidential Information, except to use it for the purposes of this Agreement. The confidentiality obligations in this Section 4 shall commence on the Effective Date and continue for the term of this Agreement and for a period of five (5) years thereafter, except with respect to trade secrets, which shall be protected indefinitely or for as long as such information remains a trade secret under applicable law. 
   4. Use of General Knowledge.  Nothing in this Agreement shall be construed to limit the Company’s right to independently develop or create products without use of Confidential Information either for itself or for others. Furthermore, the Company shall be free to use the general knowledge resulting from access to or work with such Confidential Information for any purpose, provided that the Company shall maintain the confidentiality of such Confidential Information as provided herein. The term “general knowledge” means information in non-tangible form, which may be retained by a person who has had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein.   
5. Intellectual Property and Proprietary Rights 
   1. Ownership of Client Materials. As between the Parties, the Client retains all right, title, and interest in and to any technology, content, data, software, documentation, or other materials that the Client provides to the Company for use in the Services or that are created by the Client (or by the Company at the Client’s direction) using the Client’s information or resources (“Client Materials”). All Intellectual Property Rights in the Client Materials are and shall remain the exclusive property of the Client. The Client hereby grants the Company a non-exclusive, royalty-free license to use, copy, modify, and distribute the Client Materials as needed for the sole purpose of performing the Services for the Client.   
   2. Third Party Materials. If the Services or any Deliverable includes the use of or integration with any Third Party Materials (e.g., third-party software, open-source components, or proprietary data provided by a third party), the applicable Quote shall identify such Third Party Materials and any associated third-party license terms or fees that the Client will be responsible for. The Client is responsible for obtaining any necessary licenses to Third Party Materials unless the Quote expressly states that the Company will procure them on the Client’s behalf. All Third Party Materials (and all Intellectual Property Rights therein) belong to their respective owners, and the Client’s use of them is subject to the applicable third-party terms.  
   3. Company Materials.  As between the Parties, the Company retains all right, title, and interest in and to the pre-existing intellectual property of the Company, and any general knowledge, skills, methodologies, or know-how that Company develops or uses in the course of providing the Services (“Company Materials”). To the extent any Company Materials are embodied in or required to use any Deliverable provided to the Client, the Company grants to the Client a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, publicly perform, display, and create derivative works of the Company Materials as incorporated in the Deliverables for the Client’s internal business purposes. This license is non-exclusive and non-transferable, except that the Client may sublicense or assign the license to any successor entity in the event of a merger, acquisition, or sale of all or substantially all of the Client’s assets or equity, subject to the Company’s prior written consent. The Client acknowledges that it is not obtaining ownership of any Company Materials or any Intellectual Property Rights in Company Materials, and that the Company remains free to use and distribute its Company Materials to others for any purpose. The Client shall not resell, license, or rent any Company Materials or Deliverables to third parties unless expressly permitted by the Company in writing. 
   4. Custom Work. In some cases, a Quote may designate certain deliverables or developments as “Custom Work” which are specifically commissioned by the Client. If a Quote explicitly states that a Custom Work will be owned by the Client, then upon full payment of all amounts due for such Custom Work, the Company will assign to the Client all right, title, and interest in that Custom Work. If no such designation is made, then any work product delivered will be treated as Deliverables that include Company Materials and/or Third Party Materials, and ownership shall remain with the Company or its third-party licensors subject to the license rights granted to the Client in this Agreement. The Company reserves all rights in and to the Deliverables and Company Materials not expressly granted to the Client. 
   5. No Additional Rights. Except for the licenses expressly provided above, nothing in this Agreement will be deemed to grant either Party any rights to the other Party’s intellectual property or proprietary rights. The Company specifically retains all Intellectual Property Rights in any tools, templates, software or utilities that it uses in performing the Services, even if such tools are used to create or are embedded in Deliverables, provided that the Client’s license above will allow the Client to continue using any Deliverable that contains such material.     
   6. No Ongoing Support Obligation. Unless otherwise expressly agreed in writing (e.g., in a separate SLA or in a Quote), the Company is not obligated to provide any updates, upgrades, enhancements, or ongoing support for the Deliverables or any Company Materials beyond the scope of the Quote. Any post-delivery support or changes may be subject to additional fees under a new Quote or Change Order. 
   7. Publicity Rights. The Client hereby grants the Company the right to include the Client’s name and logo in the Company’s client listings or marketing materials, and to publicly announce that the Client is a customer of the Company. The Company’s use of the Client’s trademarks or quotes in case studies or press releases shall be subject to the Client’s prior review and approval, which shall not be unreasonably withheld, delayed, or conditioned.  
6. Representations, Warranties, and Covenants 
   1. Company Warranties. The Company represents, warrants, and covenants that:  
      1. Authority and No Conflict. The Company has full right, power, and authority to enter into this Agreement and to perform the Services, and the Company’s execution and performance of this Agreement will not conflict with or breach any other agreement to which the Company is a party. The Company has obtained or will obtain all necessary consents or approvals to enter this Agreement. 
      2. Quality of Service. The Company will perform the Services in a professional and workmanlike manner, using personnel with the requisite skills, experience, and qualifications, and the Services and Deliverables will conform in all material respects to the requirements set forth in the applicable Quote. 
      3. Legal Compliance. The Company’s performance of this Agreement will comply with all applicable laws and regulations. In particular, the Company’s Services will not violate any material third-party rights or privacy laws, and the Company will not transmit any unsolicited spam or violate any data protection laws in performing the Services. 
      4. No Improper Conduct. The Company will avoid any misleading or unethical business practices in connection with its performance under this Agreement. Neither the Company nor any of its employees or contractors shall offer, pay, solicit, or accept any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with this Agreement. 
      5. Non-Disparagement. The Company (including its officers, employees, and representatives) will not engage in any conduct or make any public statement that is intended to disparage or negatively reflect upon the Client’s reputation, products, or services. The Company will conduct itself professionally and courteously at all times when dealing with the Client’s personnel and customers.  
      6. No Viruses. The Company will use commercially reasonable efforts to avoid introducing any computer viruses, malware, or malicious code in any Deliverables or software provided to the Client during the performance of Services. 
      7. No Infringement by Company Materials. To Company’s knowledge, the Company Materials (excluding any Third Party Materials) used in providing the Services or incorporated into any Deliverables do not infringe any U.S. patent, copyright, or trade secret of any third party. 
   2. Client Warranties. The Client represents, warrants, and covenants that:  
      1. Authority. The Client has full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. The person signing this Agreement on the Client’s behalf has been duly authorized to bind the Client. 
      2. No Conflict. The Client’s execution and performance of this Agreement (including any Quote) will not conflict with or breach any other agreement to which the Client is a party. 
      3. Legal Compliance. The Client’s performance of its obligations and use of the Services will comply with all applicable laws and regulations, and will not cause the Company to violate any laws in the course of providing the Services. The Client shall obtain any consents or authorizations from third parties (including end-users or employees) that are required for the Company to perform the Services (for example, access to accounts or personal data). 
      4. Client Materials Rights. The Client has all necessary rights in any Client Materials or other materials or information it supplies to the Company to permit the Company to use them for the purposes of this Agreement. None of the Client Materials, nor the Company’s use of them in providing the Services, will infringe or misappropriate any Intellectual Property Rights or other rights of any third party. 
      5. Accuracy of Information. All information that the Client has provided or will provide to the Company regarding the Client’s business, requirements, and objectives is accurate to the best of the Client’s knowledge, and the Client shall promptly notify the Company of any material changes to such information. The Client shall not use the Services for any fraudulent or unlawful purposes. 
      6. Financial Ability. The Client has the financial ability to pay all amounts due under this Agreement, and there are no undisclosed conditions (such as pending bankruptcy or insolvency proceedings) that would impair the Client’s ability to fulfill its payment obligations. 
      7. No Misconduct or Misrepresentation. The Client will avoid any misleading or unethical business practices in connection with this Agreement. The Client (including its representatives) will not make any false or misleading representations about the Company or the Services to third parties. 
      8. Non-Disparagement. The Client (including its officers, employees, and representatives) shall not, during the term of this Agreement or thereafter, engage in any conduct or make any statement that disparages or defames the Company or its products, services, or reputation. The Client will treat the Company’s personnel with professional courtesy and in a non-discriminatory manner. 
      9. OFAC. The Client and/or its representatives, if any, is not nor will be at any time in the future: (i) resident of a country embargoed by the United States; (ii) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury (OFAC); (iii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56 or any Executive Order of the President issued pursuant to such statutes; (iv) named on the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons list; or (v) on the United States Commerce Department’s Table of Deny Orders. 
   3. Disclaimer of Warranties. Except as expressly provided in this Agreement or an applicable Quote, the Company makes no other warranties of any kind, and expressly disclaims all implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. All Services, Deliverables, and products are provided “as is” to the fullest extent permitted by law. The Company does not guarantee that the Services or Deliverables will be uninterrupted or error-free, or that all issues can be corrected. Any warranties on third-party products or services are provided solely by the third-party vendors, and not by the Company. The Client’s sole and exclusive rights and remedies with respect to any third-party products or services are against the third-party vendor and not against the Company. 
   4. Third-Party Warranties and Support. The Client is solely responsible for maintaining any manufacturer or third-party warranties or support agreements for hardware, software, or services that the Client purchases or licenses from third parties, including through the Company. The Client is responsible for filing and pursuing any claims under such warranties or support agreements. The Company will provide reasonable assistance to the Client in relation to third-party warranty or support claims (e.g., by providing documentation or contacting the supplier), but the Company is not responsible for enforcing third-party obligations on behalf of the Client. 
7. Indemnification  
   1. Indemnification by the Client. The Client shall indemnify, defend, and hold harmless Company, its affiliates, sublicensees, and their respective officers, directors, shareholders, employees, agents, representatives, successors, and assigns (collectively, the “Company Indemnitees”) from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs), whether or not a formal proceeding is filed, arising out of or relating to: (a) any allegation that Client Materials or other materials, data, or information provided by the Client to the Company infringe, misappropriate, or otherwise violate the Intellectual Property Rights, privacy rights, or other rights of a third party; (b) any fraud, willful misconduct, or gross negligence by the Client in connection with this Agreement; (c) any breach by the Client of its representations, warranties, or other obligations under this Agreement; and (d) any Third-Party Materials requested or provided by the Client and incorporated into any Deliverable.  
   2. Indemnification by the Company. Subject to the limitations set forth in Section 9, the Company shall indemnify, defend, and hold harmless the Client, its affiliates, sublicensees, and their respective officers, directors, shareholders, employees, agents, representatives, successors, and assigns (collectively, the “Client Indemnitees”) from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs), whether or not a formal proceeding is filed, arising out of or relating to: (a) any allegation that the Deliverables or any Company Materials (excluding Client Materials and Third-Party Materials) infringe or misappropriate the Intellectual Property Rights of a third party; (b) any fraud, willful misconduct, or gross negligence by the Company in connection with this Agreement; and (c) any breach by the Company of its representations, warranties, or other obligations under this Agreement.
      
      Notwithstanding the foregoing, the Company’s obligations under Section 7.2(a) above shall not apply to the extent that any such claim arises from: (i) modifications made to the Deliverables by the Client without the Company’s written authorization; (ii) combination of the Deliverables with products or services not provided by the Company; or (iii) the Company’s use of materials, designs, or specifications provided by the Client. If any Deliverable becomes, or in the Company’s reasonable opinion is likely to become, the subject of a claim of infringement, the Company may, at its sole discretion and expense: (i) procure for the Client the right to continue using the Deliverable; (ii) replace or modify the Deliverable so that it becomes non-infringing while maintaining substantially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Quote and refund to the Client any pre-paid fees for unused portions of the Services or Deliverables. This Section 7.2 states the Company’s sole liability and the Client’s exclusive remedy with respect to any third-party Intellectual Property Rights claims.   
   3. Indemnification Procedures. The obligations of each Party (the “Indemnifying Party”) to indemnify the other (the “Indemnified Party”) are subject to the following conditions: 
      1. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which indemnification is sought; provided, however, that a delay in providing notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by such delay. 
      2. The Indemnifying Party shall have sole control over the defense and settlement of the claim; provided that the Indemnified Party’s prior written consent, which shall not to be unreasonably withheld or delayed, shall be required for any settlement that admits fault or imposes any obligation on the Indemnified Party. 
      3. The Indemnified Party shall provide reasonable cooperation and assistance, at the Indemnifying Party’s expense, in the defense or settlement of the claim. The Indemnified Party may participate in the defense with counsel of its own choosing at its own expense. 
      4. If the Indemnifying Party fails to assume the defense of a claim within a reasonable time after receipt of written notice, or if counsel retained by the Indemnifying Party is reasonably objectionable to the Indemnified Party, then the Indemnified Party may assume control of the defense, and the Indemnifying Party shall reimburse the Indemnified Party for all reasonable attorneys’ fees, costs, and damages incurred in defending such claim. 
   1. All indemnification payments required under this Section shall be made within thirty (30) days of written request by the Indemnified Party following final resolution of the applicable claim or settlement, or within thirty (30) days of incurred defense costs if the Indemnifying Party fails to timely assume the defense as provided above 
8. Term and Termination 
   1. Term of Agreement. This Agreement shall commence on the Effective Date and shall remain in effect for the term specified in the applicable Quote. If no term is specified in a particular Quote, this Agreement shall continue in effect for an initial period of one (1) year from the Effective Date and shall automatically renew for successive one (1) year renewal terms unless and until terminated as provided herein, or unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. Each Quote shall have the term or duration specified in such Quote, and if the term of a Quote conflicts with the general term of this Agreement, the term specified in the applicable Quote shall control for the Services covered by that Quote. If the Customer enters into an additional Quote after the Effective Date for new or expanded Services, the term of such Quote shall apply to those Services and, unless expressly stated otherwise in such Quote, the term of this Agreement and the term of any then-active Quotes (including any original or previously executed Quotes) shall automatically extend as necessary so that this Agreement and all active Quotes remain in effect until the expiration or termination of the last-expiring active Quote; provided, however, that a subsequently executed Quote may expressly supersede or replace the Services or term of any prior Quote to the extent explicitly stated in such Quote. Unless otherwise specified in a Quote, renewal terms for all active Quotes shall be aligned to the renewal date of the last-expiring Quote. Except where a Quote expressly replaces or terminates prior Services, the Customer may not terminate or reduce Services under an earlier Quote while continuing to receive Services under a later Quote during overlapping service terms without the written agreement of the Parties. The expiration or termination of this Agreement shall not by itself terminate any then-active Quote unless expressly stated in the applicable Quote, and the terms of this Agreement shall continue to apply to any active Quote until such Quote expires or is terminated in accordance with its terms. However, the completion or termination of all Quotes shall not, by itself, terminate this Agreement unless one of the Parties provides written notice of termination in accordance with this Section. 
   2. Termination for Convenience.  Either Party may terminate this Agreement and/or any individual Quote for convenience, for any reason or no reason, by providing at least sixty (60) days’ prior written notice to the other Party. Termination of one Quote will not affect the continuation of any other Quote or of this Agreement unless the notice expressly terminates the entire Agreement. If the Client terminates a Quote or this Agreement for convenience (and not due to the Company’s breach), the Client shall pay the Company all Fees for Services performed and expenses incurred through the effective date of termination. In addition, to the extent a Quote includes a committed service term, the Client shall remain responsible for payment of all Fees that would have become due during the remainder of such committed term, together with any non-cancellable third-party costs, subscriptions, licenses, or services incurred by the Company in connection with the Services. The Company may use commercially reasonable efforts to mitigate such third-party costs where feasible but shall not be required to incur additional expense or liability in doing so. For the avoidance of doubt, termination of this Agreement shall not relieve the Client of any payment obligations arising from a committed service term in an applicable Quote. 
   3. Termination for Breach.  Either Party may terminate this Agreement and/or any affected Quote for cause, by giving written notice to the other Party of the specific material breach or default and the intent to terminate. The breaching Party shall have thirty (30) days from receipt of such notice to cure the breach to the non-breaching Party’s reasonable satisfaction (the “Cure Period”). If the breach is not cured within that time, the termination shall take effect automatically at the end of the Cure Period. However, if the breach by the Client is a failure to pay any amount due, the Cure Period for such payment breach is twenty (20) calendar days from receipt of notice. In addition, a Party may immediately terminate this Agreement by written notice if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files for bankruptcy or similar protection, or has a receiver appointed for a substantial part of its assets. 
   4. Additional Grounds for Termination by Company. The Company may also terminate this Agreement or any Quote, in whole or in part, upon no less than thirty (30) days’ written notice to the Client, if one or more of the following applies: (a) the Client has provided false or misleading information to the Company regarding the Client’s network or systems, and such information was material to Company’s decision to enter the Quote; (b) the Client is using the Services for an unlawful purpose or in a fraudulent manner; (c) the Client is violating any applicable law or regulation in a manner that materially interferes with the Company’s ability to provide the Services or that exposes the Company to legal liability if the Services were to continue; or (d) circumstances outside of the Company’s reasonable control (i.e., technological changes or loss of necessary third-party services) make it technologically or economically unfeasible to continue providing the Services. In any such case, the Company’s termination notice will specify the reason. Upon a termination by Company under this Section 8.4, the Client shall immediately cease using the affected Services and shall pay any outstanding Fees due up to the termination date (including Fees for work in progress not completed due to the termination). The Company will reasonably assist the Client in transitioning any ongoing services to the Client or to a new provider, at the Client’s request and expense. 
   5. Effect of Termination; Wind-Down. Upon expiration or termination of this Agreement or a particular Quote for any reason, the Client shall pay all undisputed amounts owed for Services performed up to the effective date of termination (subject to any termination-adjusted pricing as described in Section 8.2 above). In addition, each Party shall return or destroy (at the other Party’s option) the Confidential Information of the other Party as required under Section 4 hereof. The Company will deliver to the Client any work product (including Deliverables, whether completed or in-progress) for which the Client has paid, as well as any Client Materials or other property of the Client in the Company’s possession. In the event of any termination for cause by the Client due to the Company’s breach, the Company shall refund to the Client any pre-paid fees for Services that were to be performed after the termination effective date. In all other cases, unless expressly stated otherwise, Fees that have come due prior to termination (including any accelerated payments under Section 8.2) shall be non-refundable. If this Agreement or any Quote is terminated, the Company will, upon the Client’s written request, provide reasonable cooperation and transition assistance (e.g., data export) to facilitate a smooth handoff of services to the Client or another provider. Unless the termination was due to the Company’s breach, the Company may charge for any such assistance at its standard hourly rates or as otherwise agreed to by the Parties in writing. 
   6. Return of Company Property. Upon termination of this Agreement or any Quote (or at any earlier time upon the Company’s request), the Client shall promptly return to the Company any and all equipment, hardware, software, or other materials provided by the Company for the Client’s use during the Services. Such return shall occur no later than twenty (20) days after termination (or request), and all items shall be in the same condition as originally delivered, except for reasonable wear and tear. If any Company-provided equipment or materials are not returned, or are returned in damaged or unusable condition (beyond normal wear), the Client shall pay the repair or replacement cost. 
   7. Survival.  The provisions of this Agreement that by their nature should survive termination or expiration (including but not limited to Section 1 (Definitions), Section 3 (Compensation – with respect to accrued payment obligations), Section 4 (Confidentiality),  Section 5 (Intellectual Property and Proprietary Rights), Section 6 (Warranties and Disclaimers), Section 7 (Indemnification), Section 9 (Limitation of Liability), Section 10 (Non-Solicitation of Personnel), and Section 11 (Miscellaneous) shall survive the expiration or termination of this Agreement. Termination of this Agreement shall not relieve the Client of its obligation to pay any Fees that have accrued or are otherwise owed under this Agreement or any Quote as of the effective date of termination. 
9. LIMITATION OF LIABILITY 
   1. LIMITATION ON DIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL LIABILITY TO THE CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY QUOTE (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID (OR PAYABLE) BY THE CLIENT TO THE COMPANY UNDER THE APPLICABLE QUOTE IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY. IF THE CLAIM INVOLVES A SUBSCRIPTION OR RECURRING SERVICE, THE COMPANY’S LIABILITY SHALL NOT EXCEED THE AMOUNT OF ONE MONTH’S RECURRING FEE FOR THE SERVICE IN QUESTION. FOR CLAIMS INVOLVING ONE-TIME PROJECTS, THE COMPANY’S LIABILITY IS CAPPED AT THE FEES ALLOCABLE TO THE SPECIFIC DELIVERABLE OR SERVICE THAT GAVE RISE TO THE CLAIM (AND IN NO EVENT MORE THAN THE TOTAL FEES PAID BY THE CLIENT UNDER THE APPLICABLE QUOTE). THIS LIMITATION APPLIES REGARDLESS OF THE NUMBER OF CLAIMS OR CAUSES OF ACTION. ANY CLAIM BROUGHT AGAINST THE COMPANY IN CONNECTION WITH THIS AGREEMENT MUST BE COMMENCED, AND WRITTEN NOTICE PROVIDED, WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION AROSE. 
   2. DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL THE COMPANY BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOST REVENUES, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR BUSINESS INTERRUPTION), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS MADE AGAINST THE CLIENT BY THIRD PARTIES (OTHER THAN THOSE COVERED BY THE COMPANY’S INDEMNIFICATION OBLIGATIONS IN SECTION 7.2). 
   3. Exclusions. The limitations in this Section shall not apply to: (i) claims based on a Party’s willful misconduct or fraud; or (ii) personal injury or property damage caused by a Party’s gross negligence to the extent such liability cannot be limited under applicable law. The Company’s indemnification obligations under Section 7.2 shall remain subject to the liability limitations set forth in this Section. Furthermore, nothing in this Agreement shall limit or exclude the Client’s obligation to pay all Fees due, or either Party’s liability for any infringement or misuse of the other Party’s intellectual property rights. 
   4. Essential Term; Failure of Essential Purpose. The Parties acknowledge that the Fees charged by the Company reflect the allocation of risk set forth in this Agreement and that the Company would not enter into this Agreement without these liability limitations. The limitations in this Section 9 will apply notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of certain damages, so to the extent such law applies, some of the above exclusions or limitations may not apply. However, in such case the Parties expressly agree that the limitations of liability in this Section 9 shall be given the fullest force and effect permissible by law. 
10. Non-Solicitation of Personnel 
    1. Non-Solicitation of Personnel. During the term of this Agreement (including any Quote) and for a period of twenty-four (24) months following its termination or expiration, neither Party shall, directly or indirectly, solicit for hire, hire, or engage (as an employee, contractor, or consultant) any person who is or was an employee, consultant, or independent contractor of the other Party or its affiliates and who was involved in the performance of services under this Agreement. This restriction shall not apply to individuals who respond on their own initiative to general advertisements or public job postings, provided such postings are not specifically targeted to the other Party’s personnel. 
    2. Liquidated Damages. If either Party breaches this provision with respect to a particular individual, the breaching Party shall pay to the other Party liquidated damages in an amount equal to the greater of: (a) fifty percent (50%) of such individual’s then-current annual compensation (as employed or engaged by the non-breaching Party), or (b) fifty thousand U.S. Dollars ($50,000). The Parties acknowledge that this amount is a reasonable estimate of the damages likely to be incurred as a result of such a breach, including costs associated with recruiting, onboarding, and lost productivity. The payment of liquidated damages shall be without prejudice to any other rights or remedies available under this Agreement or at law. 
11. Miscellaneous  
    1. Insurance. Each Party shall maintain in full force during the term of this Agreement a policy or policies of insurance sufficient to cover its respective obligations under this Agreement. At a minimum, the Company and the Client each will carry commercial general liability insurance with a combined single limit of at least $2,000,000 per occurrence (and at least $2,000,000 in the aggregate) for bodily injury, property damage, and personal/advertising injury. Each Party will also maintain all workers’ compensation or employer’s liability insurance required by law for its employees. Upon request, each Party shall provide the other with a certificate of insurance evidencing the required coverages. If Services are to be performed on the Client’s premises, the Client agrees to maintain appropriate general liability insurance for its premises and to name the Company as an additional insured under such policy (and provide evidence of the same upon request). 
    2. Independent Contractor Relationship. The Company is, and shall remain at all times, an independent contractor of the Client in performing the Services under this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, franchise, or agency relationship between the Parties, or to make either Party a co-owner or representative of the other. Neither Party shall have, or represent that it has, any authority to bind the other or to assume or create any obligation on behalf of the other, except as expressly set forth in this Agreement. Each Party further agrees that it shall not control or direct the day-to-day activities of the other Party or its personnel.   
    3. Assignment.  Neither Party may assign or transfer this Agreement or any Quote (in whole or in part) to any third party without the prior written consent of the other Party, and any attempt to do so without consent will be null and void. Notwithstanding the foregoing, the Company may assign this Agreement (together with all Quotes) upon written notice to the Client in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the Company’s assets or equity (and the Client’s consent shall not be required in such case). This Agreement shall be binding upon and inure to the benefit of the Parties’ respective permitted successors and assigns.  
    4. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland applicable to contracts made and performed wholly therein without regard to rules governing conflicts of law. 
    5. Jurisdiction; Waiver of Jury Trial. Each Party irrevocably submits to the exclusive jurisdiction of any State of Maryland state court or federal court of the United States of America sitting in the State of Maryland, for the purposes of any proceeding arising out of or relating to this Agreement or the negotiation and performance hereof, and irrevocably agrees to commence and litigate any such proceeding only before such courts.  Each Party: (i) hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court, (ii) agrees not to commence any proceeding arising out of or relating to this Agreement other than before one of the above-named courts, (iii) irrevocably and unconditionally waives any objection to the laying of venue of any proceeding arising out of or relating to this Agreement before such courts, (iv) irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such proceeding brought in any such court should be dismissed on grounds of forum non conveniens or should be transferred or removed to any court other than one of the above-named courts, and (v) irrevocably and unconditionally agrees to be bound by any judgment rendered by any such court.  Each Party further agrees that service of any process, summons, notice or document in accordance with Section 11.7 shall be effective service of process, summons, notice or documents for any such proceeding, and waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with Section 11.7 does not constitute good and valid service of process.  Nothing in this Agreement shall in any way be deemed to limit the ability of any Party to serve any such process, summons, notice or document in any other manner permitted by applicable Law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS, INCLUDING COUNTERCLAIMS, OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. 
    6. Legal Expenses. The substantially prevailing Party in any legal action, including arbitration, brought by one Party against the other and arising out of this Agreement shall be entitled, along with any other rights and remedies it may have, to reimbursement for its expenses, including court costs, arbitration costs, and reasonable attorney’s fees.  Such fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose.  Such fees shall be in addition to any other relief that may be awarded.  
    7. Notices.  All claims, instructions, consents, designations, notices, waivers, and other communications in connection with the Agreement (“Notifications”) shall be in writing. Such Notifications shall be deemed properly given (a) when received if delivered personally; (b) upon the receipt of the electronic transmission by the server of the recipient when transmitted by electronic mail; (c) if sent within the USA, on the next business day after timely deposit with a nationally recognized overnight delivery service; or (d) if sent internationally, within five (5) days after deposit with an internationally recognized express delivery service, in each case when transmitted to a Party at the address or email specified in the applicable Quote or otherwise provided by such Party in writing. 
    8. Severability.  If any one or more of the provisions of the Agreement is ruled to be wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction then: (a) the validity and enforceability of all provisions of the Agreement not ruled to be invalid or unenforceable shall be unaffected; (b) the effect of the ruling shall be limited to the jurisdiction of the court or other government body making the ruling; (c) the provision(s) held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other government body is authorized to amend and to reform the provision(s) to the minimum extent necessary to render it valid and enforceable in conformity with the Parties’ intent as manifested in the Agreement and a provision having a similar economic effect shall be substituted; and (d) if the ruling and/or the controlling principle of law or equity leading to the ruling is subsequently overruled, modified, or amended by legislative, judicial, or administrative action, then the provision(s) in question as originally set forth in the Agreement shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principal of law or equity. 
    9. Force Majeure.  Neither Party shall be liable to the other or be deemed in default for any failure or delay in performance of any obligation under this Agreement (except for payment obligations) if and to the extent such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event or circumstance beyond a Party’s reasonable control and without such Party’s fault or negligence, including but not limited to: acts of God, fire, flood, explosion, earthquake, severe weather (including atmospheric interference such as rain fade or lightning), power disruptions, vandalism, cable cuts, destruction of facilities, acts of terrorism, war, riot, insurrection, pandemics or epidemics, national or regional emergencies, labor disputes or shortages (including strikes, work stoppages, or lockouts), government actions or orders, embargoes, failure of the internet or telecommunications networks, technological impracticability, and the failure of suppliers or other third parties necessary for the provision of the Services. If performance is prevented or delayed for more than thirty (30) consecutive days due to a Force Majeure Event, either Party may terminate the affected portion of the Agreement or applicable Quote without penalty or further liability, by written notice to the other Party. During the period of non-performance, any Service fees associated with the affected Services shall be equitably prorated or suspended. 
    10. Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. 
    11. Construction.  The Parties have participated jointly in the negotiation and drafting of this Agreement.  If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party because of the authorship of any provision of this Agreement.  Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. Words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The Parties intend that each representation, warranty, and covenant contained herein will have independent significance.  If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached will not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant. 
    12. Waiver.  The failure of either Party to insist on strict compliance with any of the terms, covenants, or conditions of this agreement by the other Party shall not be deemed a waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. 
    13. Use of Subcontractors.  The Company may utilize third-party contractors or subcontractors to perform or assist with the Services, provided that the Company remains fully responsible for the performance of the Services in accordance with this Agreement. The Company will ensure that any subcontractors are bound by confidentiality and non-use obligations consistent with Section 4 hereof. 
    14. Entire Agreement; Amendments.  This Agreement, together with all Quotes, attachments, appendices, and addenda hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, or understandings (whether written or oral) relating to that subject matter. Each Quote that is executed by the Parties shall be deemed incorporated into this Agreement by reference. In the event of any conflict between the terms of this Agreement and a Quote, the terms of this Agreement shall govern unless the Quote expressly states an intent to override specific terms of this Agreement for that Quote. No modification or amendment of this Agreement or any Quote shall be binding unless in writing and signed by authorized representatives of both Parties. 
    15. Electronic Signatures. This Agreement and any written notice, consent, agreement, or document provided for in this Agreement shall be deemed signed and/or bearing the original signature of a given person, if such person’s name and/or adopted signature is placed by such person on the document whether by manual signature, electronic signature (e.g., DocuSign, PandaDoc), electronic transmission or facsimile transmission by the person. Delivery of a copy of this Agreement or such other document bearing such signature by facsimile transmission or a scanned image of the original signature, by electronic mail in “portable document format” (“.pdf”) form, or by any other reasonably acceptable electronic means intended to preserve the original graphic, electronic and/or pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. 
    16. Counterparts. This Agreement and any documents pursuant hereto may be separately executed by the Parties in two (2) or more counterparts and all such counterparts shall be deemed an original, but all of which together shall constitute one and the same instrument and will be binding on the Parties as if they had originally signed one copy of the Agreement. 

[END OF MASTER SERVICES AGREEMENT]