Master Services Agreement

1. General Terms

The following capitalized terms have the meanings set forth below. Other capitalized terms are defined in context:

1.1 Authorized Users

The term “Authorized User” means Client personnel and others authorized to access the Software pursuant to the terms of this Agreement and any additional Terms of Use, all of whom must be directly involved with the Client and organizations covered in the Agreement. Authorized Users may be added, deleted or modified by the Company upon written request from Client.

1.2 Client Data

The term “Client Data” means any data, material or other information provided by Client or the Authorized Users and made accessible to the Company, or is in the Company’s possession or control, as a result of the provision of the Services by the Company to Client and/or the Authorized Users. Client Data expressly includes both personally identifiable information and non-personally identifiable information (e.g., aggregation/compilation of Client Data), but shall not include any data which is publicly available.

1.3 Deliverables

The term “Deliverables” means all results and analysis related to the Services, as provided by the Company and delivered through the Software to Client or an Authorized User.

1.4 Documentation

The term “Documentation” means the materials related to the Services, in any format, including but not limited to any Terms of Use, manuals, performance standards, technical manuals, training materials or other materials currently in use and/or as provided by the Company from time to time.

1.5 Included Support

The term “Included Support” means the level of support services provided by the Company hereunder. Included Support includes responses to telephone or e-mail support requests only to “how to” and “why” questions, and resolution of issues that are a result of a persistent and reproducible error. Included Support shall be provided by the Company at no additional cost, unless expressly agreed upon in writing by the Parties.

1.6 Intellectual Property Rights

The term “Intellectual Property Rights” means copyrights, trademarks, patent rights, trade secret rights, and any other rights existing from time to time in a jurisdiction under patent law, copyright law, trademark law, unfair competition law, moral rights law, trade-secret law, industrial rights law or other similar law.

1.7 Statement of Work or SOW

The term “Statement of Work” or “SOW” means an agreement by and between the Parties for additional services, work, or technologies to be added to this Agreement or the Services, in the form substantially similar to the form attached hereto in Exhibits B, C and/or D, or such other form as may be agreed upon in writing by the Parties. For avoidance of doubt, the terms and conditions regarding any additional services, work or technologies not included in the forms of SOW attached hereto shall, in all circumstances, be agreed upon by the Parties and memorialized in a separate SOW or agreed to in other written agreement.

1.8 Terms of Use

The term “Terms of Use” means such terms as may be provided by the Company from time to time relating to use of the Software, including without limitation, terms relating to privacy, use of Client Data and other terms and conditions that are typically required for use of web-based software.

3. Research Services

3.1 Generally

During the Term of this Agreement, the Company shall perform the Services in accordance with this Agreement to deliver all of its Research Service Products in accordance with descriptions, timelines and terms specified in the applicable Schedules, Order Forms, and Statement(s) of Work, in the form(s) set forth on Exhibits B, C, D, and/or E hereto, or as otherwise agreed upon by the Parties.

3.2 Changes Orders

Client may submit a Change Request with respect to any or all Consulting Services to be provided hereunder or pursuant to an SOW. Within ten (10) business days of the Company’s receipt of a Change Request from Client, the Company shall provide Client with a Change Order detailing the tasks to be performed to accomplish the proposed changes in scope set forth in such Change Request, as well as any changes in the fees, delivery dates or other charges that may arise therefrom. No Change Orders shall bind either Party unless and until Client and the Company have accepted the terms and conditions of such Change Order in writing, in which event the terms and conditions of such Change Order shall be incorporated by reference into this Agreement or the applicable SOW, as the case may be. For avoidance of doubt, there will not be any changes made to the Consulting Services unless such changes are requested via a Change Request and a subsequent Change Order is approved by the Parties.

4. Personnel

4.1 Subcontracting

the Company may subcontract to any third party all or any portion of its obligations under this Agreement to provide the Services. Any third party engaged by the Company to provide any of the Services under this Agreement must be informed by the Company of its obligations regarding confidentiality and non-disclosure as set forth herein, and the Company will use commercially reasonable efforts to ensure that such third parties comply with such obligations.

4.2 Security

the Company shall ensure that its employees and contractors that are permitted by the Company to access any computer system, network, file, data, Client Data, or software owned by or licensed to Client have been informed of their obligations regarding confidentiality and non-disclosure as set forth herein.

5. Ownership

5.1 Client Ownership

Client owns and shall retain all right, title and interest in and to the Client Data and all other information or Confidential Information that originated solely from the Client and/or the Client’s Authorized Users.

5.2 The Company Ownership

the Company owns and shall retain all right, title and interest in and to the Services and Deliverables resulting therefrom, all related Documentation, Intellectual Property Rights and all Confidential Information of the Company, including, without limitation, all applicable software, source and object code, specifications, designs, processes, techniques, concepts, improvements, discoveries and inventions, including, without limitation, any modifications, improvements or derivative works thereof, and all works of authorship created, invented, reduced to practice, authored, developed, or delivered by the Company, Client or any third party, either solely or jointly with others, arising from this Agreement or any amendment to it, including, without limitation, all copies and portions thereto, whether made by or under the direction of the Company and Client.

5.3 The Company Rights of Use

Client acknowledges and agrees that the Company has sole and exclusive rights to obtain, aggregate, analyze and utilize the Client Data (including associated Intellectual Property Rights) as necessary solely in connection with its provision of the Services hereunder; provided, that the Company shall not use such Client Data in violation of Client’s right to use the Client Data.

5.4 Confirmation of Assignments

To the extent necessary or advisable, a Party shall execute all documentation, instruments and assignments requested by another party to consummate or confirm the ownership interest in any Intellectual Property Rights ascribed to a Party by this Agreement.

6. Fees and Expenses

6.1 Fees

In consideration of the Services, Client shall pay the Company the fees set forth in a SOW

6.2 Method of Payment; Late Payments

All payments shall be payable by Client in cash, via wire or other immediately available funds, or via a credit card accepted by the Company. the Company shall have the right to suspend the Services without notice if payments are not received timely and will pursue all collection remedies where necessary. Late payment not under dispute per Section 6.3 below will additionally be subject to a late fee equal to the lesser of 1.5% per month and the highest rate permitted by law.

6.3 Disputes

Client must advise the Company of any dispute within thirty (30) days after the due date of any payment due under this Agreement. Failing such notice, the billing shall be deemed accepted. The notice must contain the monetary sum in dispute and any and all amounts not in dispute must be paid on time. Bona fide disputes as to the Company’s performance shall be resolved in accordance with the arbitration provisions set forth in Section 7.1.

6.4 Expenses

Except as otherwise set forth in this Agreement, each Party shall be solely responsible for its own out-of-pocket expenses in connection with it fulfilling any of its obligations set out in this Agreement.

6.5 Taxes and Other Charges

All amounts payable specified herein are net amounts to be received by the Company and are exclusive of, and Client shall be responsible for and shall pay, any and all taxes, duties, and charges incurred in the performance of this Agreement, wherever incurred (but excluding corporate income taxes of the Company).

7. Confidentiality

The following terms and conditions govern use and protection of Confidential Information that one Party (the “Disclosing Party”) provides or discloses to the other Party (the “Receiving Party”) pursuant to this Agreement:

7.1 Definition of Confidential Information

The term “Confidential Information” shall mean non-public information concerning a Party’s trade secrets, software, databases, systems, products, services, Documentation, hardware, software, specifications, research and development; business plans; finances, markets, methods or proposed methods of doing business; or information obtained from any third party that does business with or provides information to a Party (a) that is marked confidential, restricted or proprietary by the Disclosing Party (or by any other person to whom such Disclosing Party has an obligation of confidence), or (b) is disclosed under circumstances where the Receiving Party either knew or should have known that the information qualified as Confidential Information. The restrictions of this Section 7 shall apply regardless of whether the Confidential Information is in written, graphic, computer, recorded, photographic or any machine-readable form or is orally conveyed to or is otherwise known by Receiving Party.

7.2 Limitations on Use and Disclosure

Each Party acknowledges that, in the course of the performance of this Agreement, it may obtain or have access to Confidential Information of the other Party. Each Party, as Receiving Party, agrees it shall not directly or indirectly, use, reproduce, distribute, transmit, transfer or disclose, or permit any unauthorized person access to Confidential Information of the Disclosing Party except as expressly permitted by this Agreement. Receiving Party will not disclose Confidential Information except: (a) to its employees, contractors and agents: (x) whose duties reasonably justify their need to know such Confidential Information for the purpose of performing the Receiving Party’s obligations under this Agreement and (y) who have been informed by Receiving Party of their obligation to maintain its confidentiality (each, an “Authorized Party”); (b) to the extent required by applicable federal, state or local law, regulation, court order or other legal process; provided, however, that in the event of a proposed disclosure pursuant to subsection (b) hereunder, Receiving Party must (i) give Disclosing Party reasonable advance written notice of the proceeding resulting in such order, so that Disclosing Party may seek a protective order if it chooses to do so, (ii) disclose only the minimum amount of information legally required to be disclosed and (iii) use its best efforts to obtain confidential treatment for any such information required to be disclosed; or (c) as otherwise permitted by Disclosing Party in writing. The Parties further agree to notify the other promptly and in writing of the circumstances surrounding any possession, use or knowledge of either’s Confidential Information at any location or by any third party other than Authorized Party (as defined below).

7.3 Authorized Parties

Receiving Party will take all reasonable measures to ensure that no unauthorized person shall have access to the Confidential Information and that all Authorized Parties having access to such information shall refrain from making any unauthorized disclosure in violation of this Agreement. Receiving Party shall (a) comply with all applicable federal and state laws, rules and regulations protecting the Confidential Information and privacy rights of Disclosing Party, and any relevant third parties, (b) be responsible for any failure of the Authorized Parties to comply with the terms set forth in this Section 7 and (c) be liable for any breach by an Authorized Party of the terms set forth in this Section 7.

7.4 Ownership of Confidential Information

Receiving Party acknowledges and agrees that, except as otherwise provided herein, the Confidential Information is the sole and exclusive property of Disclosing Party (or a third party providing such information to Disclosing Party) and that Disclosing Party (or such third party) owns all worldwide rights therein under patent, copyright, trade secret, confidential information, or other Intellectual Property Rights. Receiving Party acknowledges and agrees that the disclosure of the Confidential Information does not confer upon Receiving Party any license, interest or rights of any kind in or to the Confidential Information except for those limited rights pursuant to which Receiving Party may use the same, only as permitted in this Agreement.

7.5 Standard of Care

The Receiving Party shall use the same degree of care and discretion (but in any event no less than a reasonable degree of care) to avoid unauthorized disclosure or use of Confidential Information received from the Disclosing Party as the Receiving Party uses to protect its own information of a similar nature from unauthorized disclosure or use.

7.6 Exclusions

Without granting any right or license, the Parties agree that no obligation of nondisclosure or nonuse under this Agreement shall apply to any information (with the burden of proof upon the Receiving Party): (a) that the Receiving Party rightfully possessed at the time of the disclosure by the Disclosing Party or rightfully received from a third party without restriction on disclosure, (b) that the Receiving Party develops independently and without reference to any Confidential Information of the Disclosing Party or (c) that is or becomes available to the public through no act or omission of the Receiving Party.

7.7 Duration of Obligations; Return of Confidential Information.

Receiving Party’s obligations under this Agreement with regard to Disclosing Party’s trade secrets shall remain in effect for as long as such information shall remain a trade secret under applicable law. Receiving Party’s obligations with regard to Disclosing Party’s Confidential Information shall remain in effect during the Term and for five (5) years thereafter. Upon termination of this Agreement for any reason, Receiving Party agrees to return to Disclosing Party or certify the destruction of, upon written request by Disclosing Party, the Confidential Information, including without limitation all documents or other materials of any kind, containing or pertaining to any Confidential Information, together with any and all copies, reproductions and samples of any of the foregoing.

7.8 Confidentiality of Agreement

The terms and conditions of this Agreement are and shall remain and be kept completely confidential by the Parties and their employees, agents and representatives and shall not be disclosed to any third party without the prior written consent of the other Party; provided, however, that either Party may disclose the terms and conditions of this Agreement to (a) potential acquirers or financial investors, or (b) to their legal counsel and accountants, and where legally obligated, to governmental agencies or authorities (including but not limited to the Securities and Exchange Commission) or otherwise if such Party believes such disclosure is legally compelled. If a Party needs to disclose the terms of this Agreement for financial investment purposes or is legally required to disclose the terms of this Agreement to any governmental agency or authority it will promptly so advise the other Party and attempt to limit disclosure and seek confidential treatment of such disclosed information.

8. Non-contravention; Non-solicitation

8.1 Non-Contravention

Client agrees that all Authorized Users will be directly involved with Client and its users defined in this Agreement’s Exhibits, and that Client will not, directly or indirectly, access (or seek to obtain access) or provide (or seek to provide), any the Company services through or to any third party. For avoidance of doubt, any and all Client access to the Company services shall be obtained by Client directly from the Company via this Agreement or an SOW attached hereto, and any and all third-party access to services provided by the Company shall be obtained by such third party directly from the Company via a written agreement with such third party. Client agrees that it shall not add, or request the addition of, any Authorized Users that would contravene the foregoing.

8.2 Non-Solicitation

Each of the Company and Client agrees that during the Term and for a period of two (2) years following the termination of this Agreement for any reason, each Party agrees not to directly or indirectly solicit any employee of the other Party for employment or engagement. Each Party further agrees that during the Term and for a period of one (1) year following the termination of this Agreement for any reason, such Party shall directly or indirectly hire a former employee or contractor of the other Party unless otherwise agreed to in writing by such other Party. Notwithstanding the foregoing, each Party may hire an employee or contractor of the other Party if the alleged solicitation occurred as part of a general advertisement (such as a newspaper advertisement or Internet posting) or general recruiting event in a public forum that is not purposefully directed at the employees of such other Party and without any inducement by the soliciting Party

8.3 Reasonableness of Restrictions

Client acknowledges that the covenants contained in the preceding subsections of this Section 8 are reasonable in the scope of the activities restricted and the duration of the restrictions, and that such covenants are reasonably necessary to protect the Companys's legitimate interests in its Confidential Information and in its relationships with its employees, customers and suppliers. Executive further acknowledges such covenants are essential elements of this Agreement and that, but for such covenants, the Companys would not have entered into this Agreement.

8.4 Injunctive Relief

Client acknowledges that (i) the Companys will suffer irreparable harm in the event of Client’s breach of Section 8.1 and/or Section 8.2 and (ii) monetary damages will be inadequate to compensate the Companys for such a breach. Therefore, in the event of a breach of such provisions, the Companys shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.

9. Representations and Warranties

The warranties set forth in this section are made for the benefit of the other party only. Except as expressly provided herein, the services and deliverables are provided “as is” and the company makes no other warranties (and expressly disclaims any and all such warranties), whether express, implied, statutory, or otherwise, including, without limitation, warranties of merchantability or fitness for a particular purpose. No other representation or affirmation of facts, including but not limited to statements regarding the performance of the services or deliverables, which are not contained in this agreement, shall be binding on the company. The company does not warrant that the services or deliverables, in whole or in part, will be error-free or uninterrupted, or will be compatible with the changing needs of client.

9.1 Right to Convey; No Conflicts

the Company represents and warrants that (a) it has full power and authority to enter into this Agreement and carry out its obligations under this Agreement and the right to convey all licenses and rights conveyed hereunder, and (b) its performance hereunder does not violate any existing agreement between the Company and any other person or entity.

9.2 Non-Infringement

the Company represents and warrants that, as of the Effective Date, to the best of its knowledge, the Services do not infringe or misappropriate any third party’s Intellectual Property Rights.

9.3 Services

the Company represents and warrants that the Services will be rendered by qualified personnel in a professional, competent, and timely manner.

9.4 No Viruses

the Company represents and warrants that, as of the time of delivery to Client, to the best of its knowledge, the Deliverables it provides do not contain any computer virus, worm, or other intentionally destructive code.

9.5 Right to Convey; No Conflicts

Client represents and warrants that, as of the Effective Date and throughout the Term (a) it has full power and authority to enter into this Agreement and carry out its obligations under this Agreement, and (b) its performance hereunder does not violate any existing agreement between Client and any other person or entity.

9.6 Non-Infringement

Client represents and warrants that, as of the Effective Date and throughout the Term, any information, data or content provided by Client to the Company, to the best of its knowledge, does not and shall not infringe or misappropriate any third party’s Intellectual Property Rights.

10. Indemnification

10.1 The Company Indemnification

Subject to the provisions of this Section 10.1, the Company shall defend, indemnify, and hold Client harmless from and against any liability, claim, suit, action, proceeding, damage, cost or expense (including reasonable attorney’s fees) to the extent resulting from any claim by a third party resulting from: (a) breaches of Section 7 (Confidentiality) by the Company, or (b) infringement of any Intellectual Property Right of a third party in connection with the Services or Deliverables furnished under this Agreement. If any portion of the Services or Deliverables becomes, or in the Company’s opinion is likely to become, the subject of any such third party claim, then the Company (at its sole cost and expense) may, at its option: (i) procure the right for Client to continue using the Services or Deliverables as contemplated hereunder; (ii) modify the Services or Deliverables to render it non-infringing (provided such modification does not materially degrade Services or Deliverables functionality); (iii) replace the Services or Deliverables with functionally equivalent, compatible, non-infringing products and services; or (iv) terminate this Agreement upon notice to Client. The foregoing sentence sets forth the Company’s sole obligation to Client, and Client’s sole and exclusive remedy, with respect to any claim of intellectual property infringement relating to the Services or Deliverables. Notwithstanding the foregoing, the Company’s indemnity obligation under this Section 10.1 shall not extend to claims: (x) resulting from a modification to the Services or Deliverables by anyone other than the Company or its authorized agents, subcontractors or licensors or as approved, in writing and in advance, by the Company or its authorized agents, subcontractors or licensors; or (y) in the event and to the extent that any such claims arose as a result of Client’s gross negligence, intentional misconduct or breach of this Agreement.

10.2 Client Indemnification

Subject to the provisions of this Section 10.2, Client shall defend, indemnify, and hold the Company harmless from and against any third-party liability, claim, suit, action, proceeding, damage, cost or expense (including reasonable attorney’s fees) relating to (a) allegations that any Client or Authorized User-provided information (including without limitation Client Data) or the use by the Company thereof in accordance with the terms of this Agreement, infringes or misappropriates any infringement of any patent, copyright, trademark, trade secret or other proprietary right of a third party, (b) the use of the Services or Deliverables by Client or any Authorized User, (c) a breach of any representation or warranty made in this Agreement by Client or an Authorized User and (d) any breach of Section 7 (Confidentiality) by Client.

10.3 Process

In the event indemnification is sought under this Section 9 (Indemnification and Insurance), the Party entitled to indemnification (the “Indemnified Party”) as a condition of such indemnification, shall comply with the following:

10.4 Notice

The Indemnified Party shall promptly notify the Party against whom indemnification is sought (the “Indemnifying Party”) of such claim, suit, and cause of action or action giving rise to the Indemnifying Party’s obligations

10.5 Participation; Settlement

The Indemnifying Party may participate in the defense of any such claim and, to the extent it wishes to do so, may assume the defense of any such claim; provided, however, that the Indemnifying Party may only assume the defense of such claim (a) if the Indemnifying Party gives written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense and that the Indemnifying Party will indemnify the Indemnified Party against all losses resulting from or relating to such claim pursuant to this Section 10, (b) if the claimant making each claim seeks only monetary damages and does not seek an injunction or other equitable relief, (c) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the claim, and (d) the Indemnifying Party conducts defense of the claim actively and diligently with legal counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party assumes the defense of a claim in compliance with this Section 10.3.2, the Indemnified Party may continue to participate in such defense, but such participation shall be at its own expense. No Indemnifying Party shall settle any claim it is defending under this Section 9 without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, unless the settlement provides for (i) no relief other than monetary damages (to be paid in full by the Indemnifying Party) and (ii) an unconditional release of the Indemnified Party. If the Indemnifying Party (1) has not notified the Indemnified Party of its intention to defend the claim within thirty (30) days after delivery of notice of any such claim, (2) is not entitled to assume the defense, or (3) does not conduct the defense actively and diligently, the Indemnified Party may (without further notice to the Indemnifying Party) defend (and settle, but only if the settlement does not provide for any relief other than monetary damages) such claim, and the Indemnifying Party shall nonetheless be responsible for the losses to the fullest extent provided by this Section 9. The Indemnifying Party may elect to participate in such proceedings, negotiations, or defense at any time at its own expense. If the Indemnified Party is defending a claim pursuant to this Section 10.3.2 and a settlement offer includes relief other than monetary damages, then the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

11. Limitations on Liability

The company’s maximum liability arising out of or in any way connected hereto shall be, in the aggregate, limited to client’s direct actual damages, not to exceed the total fees actually paid to the company for the six (6) months immediately preceding the month in which a claim arises hereunder, reduced by any amount due to the company by client. In no event shall either party or any of its affiliates, officers, directors, employees or representatives, be liable: (a) to any third party for damages of any kind or nature or in any manner whatsoever, regardless of the cause of action; or (b) for any special, indirect, incidental, or consequential damages, loss of profits, or loss of goodwill, even if the other party has been notified of the likelihood of such damages occurring. It is acknowledged that limitations of liability may not apply in cases of bodily injury, death or fraud, indemnification under section 10, breach of confidentiality under section 7, or where prohibited by law, and in such instances this limitation shall apply to the fullest extent of applicable law.

12. Term and Termination

12.1 Term

The term of this Agreement shall begin on the Effective Date and shall continue until terminated as set forth in this Section, or until there are no effective SOWs hereunder for a period of more than 12 months (the “Term”).

12.2 Termination

Client may terminate this Agreement at any time upon thirty (30) days’ written notice to the Company. Without prejudice to other remedies, a Party shall be entitled to terminate this Agreement immediately upon the occurrence of one or more of the following:

12.3 Material Breach

In the event that either of the Parties is in material breach of any obligation under this Agreement, the non-breaching Party may terminate this Agreement upon written notice after first (i) providing the other Party with written notice of the breach (a “Notice of Breach”), and (ii) providing thereafter a sixty (60) day opportunity to cure beginning on the date of receipt by the alleged breaching Party of the Notice of Breach, with the exception of an Client non-payment of the Company’s fees, for which a maximum fifteen (15) day opportunity to cure is allowed. For avoidance of doubt, a breach of Sections 2 or 3 of this Agreement (or any related SOW) by Client or an Authorized User shall be deemed a material breach for purposes of this Agreement.

12.4 Bankruptcy or Insolvency

In the event a Party shall make an assignment for the benefit of creditors, or shall have a petition in bankruptcy filed for or against it, or a Party becomes insolvent and is unable to obtain an opinion from an independent auditor that the Party is or can operate as a going concern business under audit rules and regulations, the other Party shall have the right to terminate this entire Agreement immediately upon providing written notice of such termination.

12.5 Existing Obligations

Any termination of this Agreement by either Party shall not relieve either Party of any obligation to the other that arose prior to the termination.

12.6 Effect of Termination on Payment

In the event of expiration or termination of this Agreement, all fees earned and/or owed to the Company shall become due and owing upon the effective date of such expiration or termination.

12.7 Survival

The provisions of this Agreement which by their terms survive termination or expiration of this Agreement shall survive termination or expiration of this Agreement, including without limitation Section 8

13. Miscellaneous

13.1 Arbitration

Except in the event of any litigation or proceeding commenced by any third party, i.e., not a party to this Agreement, against a Party in which another Party is an indispensable Party or a potential necessary third party defendant, and except for enforcement of any interim preliminary remedy for injunctive or equitable relief (to the extent such remedy is sought before the arbitration panel for purposes of Section 13.1 is duly appointed and has convened), any dispute or controversy between any of the Parties involving the interpretation, construction or application of any terms of this Agreement, or transactions under it, shall be arbitrated as provided herein. Any such arbitration shall be in accordance with the commercial rules of Judicial Arbitration and Mediation Services (“JAMS”) in effect at the time the dispute is filed, except to the extent such rules conflict with this Agreement. The cost of the arbitration will be borne equally by the Parties. Any such arbitration shall be held in Washington, DC and directed by JAMS. Notwithstanding the foregoing or the then-current specified commercial rules of JAMS, the following shall apply with respect to the arbitration proceeding: (a) the arbitration proceedings shall be conducted by one (1) arbitrator selected by the parties, provided, if the parties fail to make such designation within five (5) days after receipt by JAMS of the demand for arbitration, JAMS shall make the appointment in its sole discretion of an arbitrator with a minimum of ten (10) years’ experience; and (b) the arbitrator will apply Georgia law and will have no power to alter any provision of this Agreement nor to determine any matter, except as provided in this Section 13.1. The arbitrator will not be bound by legal rules of procedure, and may receive evidence in any manner designed to achieve an equitable result for the Parties. The existence, subject, evidence, proceedings and rulings resulting from the arbitration proceedings shall be deemed Confidential Information, and shall not be disclosed by either Party, their representatives, or the arbitrator, except: (i) to the professional advisors of each of the Parties; (ii) in connection with a public offering of securities of either of the Parties; (iii) as ordered by any court of competent jurisdiction; or (iv) as required to comply with any applicable governmental statute or regulation. All offers, promises, conduct, and statements, whether written or oral, made in the course of negotiation or arbitration hereunder are confidential, privileged, and inadmissible for any purpose, including, without limitation, impeachment, or estoppel, in any other litigation or proceeding involving any of the Parties, provided that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the negotiation or arbitration. Notwithstanding the provisions of Section 2 and Section 9, either Party may seek equitable relief in arbitration prior to arbitration on the merits to preserve the status quo. The Parties hereto hereby waive their respective right to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing brought by any Party against another on any matter whatsoever relating to, resulting from, arising out of, or in any way connected with this Agreement, or any amendment or breach hereof, including, without limitation, any claim or injury or damage, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect.

13.2 Independent Contractors

The Parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employer-employee relationship is intended or created by this Agreement. Neither Party shall have the power to obligate or bind the other Party. Personnel supplied by the Company shall work exclusively for the Company and shall not, for any purpose, be considered employees or agents of Client.

13.3 Independence of Agreement

This Agreement is separate from and independent of all other agreements between the Parties.

13.4 Headings

The article, section, and subsection headings and captions used herein are for reference and convenience only, and shall not enter into the interpretation hereof.

13.5 Waiver; Remedies.

No delay or omission by any Party hereto to exercise any right or power occurring upon any non-compliance or default by the other Party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the Parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any subsequent breach thereof or of any covenant, condition, or agreement herein contained. Unless otherwise stated herein, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity, or otherwise.

13.6 Governing Law

This Agreement shall be governed by the laws of the State of Georgia as to all matters including validity, construction, effect, performance and remedies without giving effect to choice of law pertaining thereto.

13.7 Entire Agreement; Amendment

This Agreement, the Exhibits and the Schedules annexed hereto constitute the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement, and there are no understandings or agreements relative hereto other than those which are expressed herein, and no waiver of any rights hereunder shall be valid or effective unless such waiver is set forth in a writing executed by the Party against whom such waiver is sought to be enforced. This Agreement may be amended or modified only by a writing executed by both Parties hereto.

13.8 Successors and Assigns

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Client shall not, without the prior written consent of the Company assign or transfer this Agreement, and any attempt to do so shall be void and of no force and effect. In the case of any permitted assignment set forth above, the assigning Party will provide reasonable advance notice of the assignment to the other Party.

13.9 Notices

In any case where any notice or other communication is required or permitted to be given hereunder, such notice or communication shall be given in writing by personal delivery, registered mail, confirmed facsimile, or nationally recognized courier service, addressed to the respective Party at the addresses listed below (or such other address as subsequently notified in writing to the other Party). All such notices or other communications shall be deemed to have been given and received: (a) upon receipt, if personally delivered or sent by registered mail, (b) when delivery is confirmed, if sent by courier service; and (c) on the transmission date for facsimile communications, if such transmission is error free and such communication is confirmed by a copy sent first class mail.

If to Client:
‍Client Name:
Client Address:
Attention:

If to the Company:
Revily, Inc.
3535 Peachtree Road NE, Suite 320
Atlanta, GA 30326
Attention: David Burrell

13.10 Force Majeure

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision, and any such finding of invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In the event that any provision of this Agreement is held to be invalid or unenforceable, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. It is expressly understood, however, that the parties hereto intend each and every provision of this Agreement to be valid and enforceable, and hereby knowingly waive all rights to object to any provision of this Agreement. Accordingly, if any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision(s) will, rather than be stricken in their entirety, be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

13.11 Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision, and any such finding of invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In the event that any provision of this Agreement is held to be invalid or unenforceable, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. It is expressly understood, however, that the parties hereto intend each and every provision of this Agreement to be valid and enforceable, and hereby knowingly waive all rights to object to any provision of this Agreement. Accordingly, if any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision(s) will, rather than be stricken in their entirety, be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

13.12 Order of Precedence

The Parties agree that if a conflict arises between this Agreement or a Statement of Work, then the term or provision of this Agreement shall control unless specifically stated otherwise in the Statement of Work. The Parties further agree that if a conflict arises between any Schedule and a Statement of Work, then the term or provision of the Schedule shall control unless the Statement of Work specifically states otherwise.

13.13 No Implied Licenses

Any license granted under this Agreement must be expressly provided herein, and there shall be no licenses or rights implied pursuant to this Agreement, based on any course of conduct, or other construction or interpretation thereof. All rights and licenses not expressly granted are reserved.

13.14 Recitals

The recitals form an integral part of this Agreement and are hereby incorporated herein and made a part hereof.

13.15 Counterparts

This Agreement may be executed and delivered by e-mail (including .PDF), facsimile or other transmission method signature and in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.