Master Services Agreement

Agreement Structure. This Agreement contains general contractual terms for all services to be provided by Industry Scope. The specific services that Industry Scope will provide, applicable pricing and payment terms, service level agreement, if any, and other transaction-specific provisions will be agreed upon through statements of work (each a “Statement of Work” or “SOW”). Each SOW shall be signed by both Parties and will be deemed to incorporate all of the provisions of this Agreement by reference. Each SOW will be a separate agreement between Industry Scope and Customer.

Order of Precedence. In the event of any inconsistencies between the terms of this Agreement and the terms of any Statement of Work, the terms of this Agreement shall control. The Parties may specify in the applicable SOW that a particular provision of the SOW is to supersede a provision of this Agreement, in which case the superseding SOW provision(s) shall be applicable only to such SOW and shall be effective for such SOW only if such provision(s) expressly references the applicable Section of this Agreement that is to be modified and clearly states that such provision(s) supersedes the conflicting or inconsistent provision in this Agreement. Unless expressly agreed to in writing by Industry Scope, Industry Scope rejects any terms and conditions contained in Customer’s documents (e.g. purchase orders or other order documents).

Scope of Services. Subject to the terms and conditions in this Agreement and the applicable SOW, Industry Scope will use commercially reasonable efforts to perform the Services described in the applicable Statements of Work.

Designated Contact Persons. Each Party shall designate an individual who will be a primary point of contact and will have the authority to act and make decisions in all aspects of the Services, including PCRs, on behalf of their company. Customer shall make available all information as reasonably required by Industry Scope. Either Party may change its designated contact person by providing written notice to the other Party.

Changes. In the event Customer wishes to add additional programs, applications, network devices of any kind, or otherwise requests a change in the scope of the Services, then Customer shall present its request for such alterations of its network to Industry Scope for scoping. No alterations will be permitted under this Agreement without a signed PCR.

Invoices. Monthly recurring charges shall be invoiced on the first of each month and due and payable within thirty (30) days after the invoice date. Professional services for pass-through items shall be invoiced upon completion of the project and shall be due and payable within thirty (30) days after the invoice date. Customer agrees to pay a late payment charge at the rate of one and one-half percent (1.5%) per month, or at the maximum late payment charge permitted by applicable law, whichever is less, on any unpaid amount for each calendar month (or portion thereof) that any payment is thirty (30) days past due. Industry Scope may apply any payment received to any delinquent amount outstanding. Without limiting the foregoing, if Customer’s account remains unpaid for thirty (30) days or more past the due date, Industry Scope reserves the right to suspend all Services without further notice until all such overdue amounts (and any applicable interest charges, as specified above) are paid. Upon payment of all outstanding fees due, Industry Scope shall, to the extent possible, restore the Services. Customer hereby waives, releases, and forever discharges and agreed to hold Industry Scope harmless from any and all claims for damages for any and all damages which Customer and/or Customer’s officers, directors, employees, customers, agents and/or contractors may have, or which may hereafter accrue, against Industry Scope as a result of or in any way directly or indirectly related to the suspension of Services. In addition, Customer agrees to reimburse Industry Scope for all expenses incurred in connection with the collection of amounts payable hereunder, including contingent fees, court costs, and reasonable attorneys' fees. All deliverables will be the property of Industry Scope until payment in full is received.

Reimbursable Expenses. Except as may otherwise be stated in the applicable SOW, Customer agrees to reimburse Industry Scope all reasonable and customary pre-approved out-of-pocket expenses, including, but not limited to, airfare, rental car, mileage, tolls, and lodging expenses, incurred by Industry Scope in connection with the performance of services. Reimbursable expenses shall be invoiced on a monthly basis. Upon request by Customer, Industry Scope shall provide copies of documentation for such expenses.

Taxes. The amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other taxes and duties. Customer shall pay all taxes levied and duties assessed by any authority based upon this Agreement, excluding any taxes based upon Industry Scope’s income. This provision shall not apply to any taxes for which Customer is exempt and for which Customer has furnished Industry Scope with a valid tax exemption certificate authorized by the appropriate taxing authority.

Content. Customer is solely responsible for: (a) all Content including without limitation, its selection, creation, design, licensing, installation, accuracy, maintenance, testing, backup and support; (b) all copyright, patent and trademark clearances in all applicable jurisdictions, and usage agreements for any and all Content; (c) the selection of controls on the access and use of Content; and (d) the selection, management, and use of any public and private keys and digital certificates it may use with the Services.

Required Consents. Customer shall obtain and keep in effect all Required Consents necessary for Industry Scope to perform all of its obligations as set forth in this Agreement including without limitation, those with internet circuit providers and mobile device carriers. Upon request, Customer will provide to Industry Scope evidence of any Required Consent. Industry Scope will be relieved of its obligations to the extent that they are affected by Customer’s failure to promptly obtain and provide to Industry Scope any Required Consents.

Encryption. Customer shall encrypt at the application level Confidential Information, Customer Data, and all data that is considered sensitive data or that must be treated as confidential under state or federal law or under Customer's contractual obligations to others.  This includes, but is not limited to, Social Security Numbers, financial account numbers, driver's license numbers, state identification numbers, Protected Health Information (as that term is defined in Title II, Subtitle F of the Health Insurance Portability and Accountability Act, as amended (HIPAA) and regulations promulgated thereunder) and Nonpublic Personal Information (as that term is defined in Financial Services Modernization Act of 1999 (Gramm-Leach-Bliley) and regulations promulgated thereunder.

Restrictions on Use; Non-Disclosure. Recipient agrees that it will use the same care and discretion to avoid Disclosure of any Confidential Information as it uses with its own similar information that it does not wish to disclose, publish, or disseminate (but in no event less than a reasonable degree of care). Except as otherwise expressly permitted in writing by an authorized representative of Discloser, Recipient agrees that it will not: (a) use the Confidential Information of Discloser for any purpose other than the purpose for which Discloser disclosed the information; or (b) disclose or reveal Confidential Information of Discloser to any person or entity other than its employees, directors, officers, agents, and consultants who (i) have a need to know to further the purpose of this Agreement; and (ii) are subject to legally binding obligations of confidentiality no less restrictive than those contained in this Agreement.

Exceptions. The obligations set forth in Section 6.1 (Restrictions on Use; Non-Disclosure) shall not apply to Confidential Information that: (a) before the time of its Disclosure, was already in the lawful possession of the Recipient; (b) at the time of its Disclosure to Recipient, was already available to the general public, or after Disclosure to Recipient by Discloser, becomes available to the general public through no wrongful act of the Recipient; or (c) Recipient demonstrates to have been lawfully and independently developed by Recipient without the use of or reliance upon any Confidential Information of the Discloser and without any breach of this Agreement.

Disclosures Required by Law. If Recipient becomes legally compelled (by deposition, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, then Recipient shall notify Discloser of the requirement promptly in writing so that Discloser may seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained, or if Discloser waives in writing compliance with the terms hereof, then Recipient shall furnish only that portion of the information which Recipient is advised by written opinion of counsel is legally required and to exercise reasonable efforts to obtain confidential treatment of such information.

Disposal of Confidential Information. Upon termination of this Agreement or upon Discloser’s request at any time, Recipient agrees to promptly return to Discloser all copies of Confidential Information. If return is impossible as to any portion of the Confidential Information, then Recipient shall promptly certify to Discloser that all such Confidential Information of Discloser, including all copies thereof, has been totally and permanently destroyed. Industry Scope will return to the Customer, all Customer Data in its possession at the date of termination in its then-existing format and on its Customer-supplied media, however, Industry Scope may keep a copy in accordance with its record retention policy. Any conversion of format or media performed by Industry Scope in order to discharge its obligations under this Section 6 (Confidential Information) shall be at Customer’s expense.

Remedies. The Parties acknowledge and agree that a breach of this Agreement by either Party may cause continuing and irreparable injury to the other’s business as a direct result of any such violation for which the remedies at law may be inadequate and that Discloser shall therefore be entitled to seek to obtain a temporary restraining order and injunctive relief against the other Party, without posting a bond or other security, to prevent any violations thereof, and, in addition , any other appropriate equitable relief.

Duration. The obligations set forth in this Section 6 (Confidential Information) shall apply during the term of this Agreement and for a period of one (1) year thereafter.

Services. Industry Scope retains all right, title, and interest in the Services and in all improvements, enhancements, modifications, or derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, and trademark. The Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and Customer agrees not to disclose such information to any third party without Industry Scope’s prior permission. Industry Scope grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of the applicable SOW to use the Services.

Content. Industry Scope acknowledges and agrees that all Content, including copyrights, trademarks, database rights, and other intellectual property contained in such Content are owned or licensed by Customer. Customer grants Industry Scope a license to store, record, transmit, and display the Content solely to perform Industry Scope’s obligations under this Agreement.

By Each Party. Each Party represents and warrants to the other Party that: (a) it has full power and authority to enter into this Agreement; (b) it is in compliance, and will continue to comply during the term of this Agreement, with all laws and regulations governing its possession and use of Customer Data and its provision or use of the Services; and (c) it has the requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement.

By Customer. Customer represents and warrants to Industry Scope that: (a) it owns, or is a licensee of, having the right to sublicense, the Content and that Customer has the right to grant Industry Scope the rights that Customer purports to grant in this Agreement; and (b) Industry Scope’s possession or use of the Content or Customer Data does not and will not infringe on, violate, or misappropriate any patent, trademark, or copyright, or misappropriate any trade secret or other proprietary right of any third party.

By Industry Scope. Industry Scope represents and warrants to Customer that:

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8 (REPRESENTATIONS AND WARRANTIES), NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM THE USAGE OF TRADE OR COURSE OF PERFORMANCE. NO EMPLOYEE, AGENT, OR REPRESENTATIVE OF INDUSTRY SCOPE IS AUTHORIZED TO MAKE ANY ADDITIONAL OR OTHER REPRESENTATIONS OR WARRANTIES ON BEHALF OF INDUSTRY SCOPE. CUSTOMER IS NOT RELYING ON ANY OTHER REPRESENTATIONS OR WARRANTIES.

Indemnification by Industry Scope. Subject to the terms and conditions in this Agreement, Industry Scope will, at its cost, (i) defend Customer and its officers, directors, shareholders, employees, agents, successors and assigns (collectively the “Customer Indemnified Parties”) from and against any claim, suit, action, or proceeding (threatened or otherwise) (each a “Claim”) made or brought by a third party against Customer Indemnified Parties to the extent based upon (a) any breach by Industry Scope of any of its representations and warranties under Section 8.1 (Representations and Warranties. By Each Party); (b) real property damage or personal injury, including death, solely and directly caused by Industry Scope’s employees or contractors in the course of performance under this Agreement; (c) any breach by Industry Scope of Section 6 (Confidential Information) to the extent the Disclosure is the result of actions predominantly attributable to Industry Scope; and (d) any allegation that Customer’s receipt of the Services under this Agreement infringes any of such third party’s copyrights, or any such third party’s patents issued in the United States as of the Effective Date, or misappropriates any of such third party’s trade secrets (each an “IP Claim”); and (ii) Industry Scope shall pay any final award of damages (or settlement amount approved by Industry Scope in writing and) paid to the third party that brought any such Claim.

Indemnification by Customer. Customer will indemnify, defend, and hold harmless Industry Scope and its officers, directors, shareholders, employees, agents, successors and assigns from any and all liabilities, damages, costs and expenses, including reasonable attorney’s fees and expenses, arising out of any claim, suit or proceeding (threatened or otherwise) made or brought by a third party against Industry Scope or its officers, directors, shareholders, employees, agents, successors and assigns based upon (a) any breach by Customer of any of its representations and warranties under Section 8 (Representations and Warranties); (b) real property damage or personal injury, including death, directly caused by Customer; (c) any breach by Customer of Section 6 (Confidential Information) to the extent the Disclosure is the result of actions predominantly attributable to Customer; (d) any breach by Customer of its obligations under Section 5.2 (Required Consents) or Section 5.3 (Encryption); and (e) any claim that Industry Scope’s possession, storage, or transmission of the Content or possession or use of the Customer Components, infringes on, violates, or misappropriates any patent, copyright, trademark, service mark, trade secret, or other intellectual property or proprietary rights of a third party.

Procedure. A Party (or other person) having a right to defense and indemnification under this Agreement (“Indemnified Party”) that desires such indemnification shall tender to the Party having an obligation to defend and indemnify under this Agreement (“Indemnifying Party”) sole control of the defense and settlement of the Claim for which indemnity is sought, provided that the Indemnified Party shall notify the Indemnifying Party promptly in writing of each Claim and the Indemnified Party shall give the Indemnifying Party information and assistance to defend and settle the Claim. The Indemnified Party, at its own expense, shall have the right to employ its own counsel and to participate in any manner in the defense against any claim for which indemnification is sought under this Section 9 (Indemnification). The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of any Claim. In no event shall either Party make any settlement of a Claim, including without limitation, any settlement that involves a remedy relating to admission of liability by, injunctive relief against, or other affirmative obligations by the Indemnified Party without the other Party’s prior written consent, which consent will not be unreasonably withheld, delayed, or conditioned.

Mitigation for IP Claims. At any time after notice of an IP Claim, or if Industry Scope believes there is a basis for an IP Claim, Industry Scope has the right, at Industry Scope’s sole option and expense, to either (a) procure the right for Customer to continue receiving the Services as provided in this Agreement, or (b) replace or modify the applicable Service with a service that has substantially similar functionality and that Industry Scope believes would not be subject to the IP Claim. If Industry Scope deems (a) or (b) not feasible or not commercially reasonable, Industry Scope has the right to terminate the applicable SOW. In the event of any such termination, Industry Scope will refund to Customer the unused portion of any amounts paid by Customer for the affected Service. In addition, upon any such termination, Customer shall cease the use of the applicable Service.

Limitations as to IP Claims. Notwithstanding anything to the contrary, Industry Scope shall have no obligations or liability under Section 9.1 (Indemnification by Industry Scope) if the IP Claim is based upon, arises out of, or is related to, in whole or in part, or if any of the following apply: (a) the combination of the applicable Service with any product, software, solution, or service not entirely developed and provided by Industry Scope, (b) use of the applicable Service outside the scope of the licenses or rights set forth in this Agreement or in violation of any law or any restriction or limitation set forth in this Agreement, (c) Customer’s failure to comply with Industry Scope’s direction to cease any activity that in Industry Scope’s reasonable judgment may result in an IP Claim, (d) any allegation by a third party that does not specifically reference an Industry Scope Service, or that does not reference a feature of function of an Industry Scope Service, or (e) any IP Claim for which Customer does not promptly tender control of the defense thereof to Industry Scope, or (f) any IP Claim arising from or related to open source software, third-party software components, or other materials not authored solely by Industry Scope that are incorporated into or used in connection with the Services.

Sole Remedy. THE TERMS IN THIS SECTION 9 (INDEMNIFICATION) SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND INDUSTRY SCOPE’S SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9 (INDEMNIFICATION), INDUSTRY SCOPE SHALL NOT HAVE ANY OBLIGATION TO DEFEND OR INDEMNIFY CUSTOMER FOR THIRD PARTY CLAIMS.

Limit on Types of Damages Recoverable. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL (AND INDUSTRY SCOPE’S SUPPLIERS AND LICENSORS WILL NOT) BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD PARTY CLAIMING THROUGH A PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, or punitive DAMAGES (INCLUDING, without limitation, LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOST OR DAMAGED DATA, INVESTMENTS MADE, AND LOSS OF BUSINESS OPPORTUNITY OR INTERRUPTION) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT, ANY SOW, OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, tort, STRICT LIABILITY AND NEGLIGENCE), EVEN IF (A) SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (b) DIRECT DAMAGES DO NOT SATISFY A REMEDY, OR (c) A LIMITED REMEDY SET FORTH IN THIS AGREEMENT OR ANY SOW FAILS OF ITS ESSENTIAL PURPOSE.

Limit on the Amount of Damages Recoverable. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Industry Scope’s TOTAL CUMULATIVE liability UNDER OR RELATING TO THIS AGREEMENT AND THE SERVICES, REGARDLESS OF THE NATURE OF THE OBLIGATION, FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, STRICT LIABILITY, AND NEGLIGENCE), shall be limited in all cases to AN AMOUNT which shall not exceed, in the aggregate, fees paid by Customer to Industry Scope during the six (6) month period immediately preceding the first event giving rise to liability FOR THE SERVICES THAT ARE THE BASIS OF THE PARTICULAR CLAIM AND under the applicable SOW.

Applicability. The terms in this Section 10 (Limitation of Liability) shall apply to the maximum extent permitted by applicable law. If applicable law precludes a party from excluding liability for certain types of damages for certain acts or omissions or capping its liability for certain acts or omissions, then the terms in this Section 10 (Limitation of Liability) shall apply to not limit liability for such acts and omissions, but will apply for all other acts and omissions.

Allocation of Risk. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING DAMAGES EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 (LIMITATION OF LIABILITY) REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGES THAT THE OTHER PARTY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ABSENT SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY OR THAT THE PRICES PAID BY CUSTOMER FOR THE SERVICES WOULD HAVE BEEN HIGHER.

Term

Termination for Convenience. Either Party may terminate this Agreement for convenience at any time upon written notice to the other Party. If there are any active Statements of Work, termination shall be effective upon the expiration or termination of the last Statement of Work. If there are no active Statements of Work, termination shall be effective upon receipt of the written notice.

Termination for Breach. Either Party may terminate this Agreement or any individual SOW in accordance with subsection 11.3.1 (Cure) (in certain circumstances where an opportunity to cure must be provided) or subsection 11.3.2 (No Opportunity to Cure) (in certain circumstances where an opportunity to cure is not available).

Termination for Financial Insecurity. Either Party may terminate this Agreement and all SOWs upon written notice if the other Party ceases conducting business in the normal course, admits its insolvency, makes an assignment for the benefit of creditors, or becomes the subject of any judicial or administrative proceedings in bankruptcy, receivership or reorganization. Termination shall be effective upon receipt of the written notice.

Final Payment. Within thirty (30) days after any termination of this Agreement or individual SOW, Industry Scope will submit to Customer a final itemized invoice for all fees and expense due and owing by Customer. Customer shall pay the invoice in accordance with Section 4.3 (Taxes).

Effects of Termination. Upon termination of this Agreement or an individual SOW and Industry Scope’s receipt of payment by Customer of the final invoice described in Section 11.5 (Final Payment), Industry Scope will, to the extent applicable, exercise reasonable efforts and cooperation to effect an orderly and efficient transition of Services to any successor provider identified by Customer. For the avoidance of doubt, Industry Scope shall have no obligation to cooperate in any transition and shall have no obligation to supply any information to Customer, including, without limitation, user IDs, passwords, etc., until all outstanding fees, including any early termination fees, are paid to Industry Scope. Any transition services requested by Customer shall be provided by Industry Scope on a time and material basis. Industry Scope reserves the right to require prepayment for any transition services.

Survival. Those provisions that by their nature should survive termination of this Agreement, will survive termination. Without limiting the generality of the foregoing statement, Sections 7 (Ownership Rights); 8 (Representations and Warranties); 9 (Indemnification); and 10 (Limitation of Liability) shall survive any termination of this Agreement.

Force Majeure. Neither Party shall be liable to the other Party for any delay or failure to perform, which delay or failure is due to causes or circumstances beyond its control and without its fault or negligence, including acts of civil or military authority, national emergencies, labor strikes, fire, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation or a general and/or city-wide power failure. Each Party shall use reasonable efforts to mitigate the extent of the aforementioned excusable delay or failure and their adverse consequences, provided however, that should any such delay or failure continue for more than thirty (30) days, the Agreement may be terminated without liability by the non-delaying Party.

Insurance. Each Party will obtain and maintain in effect during the term of this Agreement, a policy or policies of comprehensive general liability, workers’ compensation, professional liability, and other types of insurance each deems necessary to protect their individual interests from such claims, liabilities, or damages which may arise out of the performance of their respective obligations under this Agreement.  For the avoidance of doubt, each Party is solely responsible for insuring its personal property wherever located, and each Party acknowledges that neither of them will insure the property of the other while it is in transit or in the possession of the opposite Party.

Waiver. The failure of either Party to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any rights and the obligations of the Party with respect to such future performance and shall continue in full force and effect.

Assignment. Neither party may assign its rights or delegate its duties or obligations under this Agreement without the other party’s prior written consent, such consent which shall not unreasonably be withheld. Notwithstanding the foregoing, Industry Scope may assign this Agreement without the prior written consent of Customer in connection with the acquisition of Industry Scope or the sale of all or substantially all of its assets.

Agreement Binding On Successors. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assignees of the respective Parties.

Governing Law and Jurisdiction. The validity, construction and interpretation of this Agreement and the rights and duties of the Parties hereto, shall be governed by and construed in accordance with the laws of the State of Michigan, excluding its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought either in the federal court in the Eastern District of Michigan or state courts located in Genesee County, Michigan, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

Relationship of Parties. The Parties hereto are independent contractors, and this Agreement shall not create or imply an agency relationship between the Parties. Pursuant to and during the term of this Agreement, Industry Scope may, from time to time, request that the Customer execute such instruments and documents appointing Industry Scope an agent of the Customer for a specific limited purpose. An officer of Customer shall, in a timely manner, execute and deliver to Industry Scope or the third party requiring the same, such instruments designating Industry Scope as Customer’s agent to the extent required by Industry Scope to manage and perform the Services provided by it under this Agreement.

Subcontractors. Industry Scope may engage subcontractors to perform services under any SOW. Except as provided herein, Industry Scope shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its own employees.

Severability. In the event that any of the provisions of this Agreement are declared or held by a court of competent jurisdiction invalid, illegal or unenforceable, the unaffected portions of this Agreement shall be unimpaired and remain in full force and effect. In the event of such a ruling, the Parties shall negotiate in good faith a substitute for the provision declared invalid, illegal or unenforceable.

Notices. Any notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing and shall be sufficiently given if hand delivered or sent by first-class certified or overnight delivery mail, postage prepaid:

Active Negotiations. Each Party acknowledges that this Agreement has been the subject of active and complete negotiations, and that this Agreement should not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement.

Captions. The descriptive headings of the Sections and subsections of this Agreement are for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation.

Amendments. No waiver of any right or remedy and no amendment, change or modification of the terms of this Agreement shall be binding on a Party unless it is in writing and is signed by the Party to be charged.

Counterparts. This Agreement may be executed in two or more counterparts, each of which will be considered an original but all of which together will constitute one agreement.

Publicity. Either Party may identify the other as a client or customer in its marketing materials, website, proposals, and other business communications. Either Party may also describe in general terms the nature of the Services performed. Any use of the other Party’s name, logo, or trademarks beyond the foregoing shall require the prior written consent of the other Party, which consent shall not be unreasonably withheld.

No Solicitation of Employees. Each Party agrees that during the term of this Agreement, and for a period of one year after the termination or expiration of this Agreement, that they will not hire or solicit for employment, without the other Party’s prior written consent, any person employed then by the other Party if such person became known to the soliciting Party through the relationship established pursuant to this Agreement. This prohibition will not apply to job opportunities posted on recruiting websites or in other publications in which one Party seeks to find candidates for open positions (absent direct solicitation and/or recruitment).

No Third Party Beneficiaries. Except as provided in Section 9 (Indemnification), this Agreement does not and is not intended to confer any enforceable rights or remedies upon any person or party other than the Parties.

Entire Agreement. This Agreement, including all Addenda, SOWs, and all schedules, attachments, and/or other documents attached hereto or incorporated by reference, constitutes the final agreement between the Parties. It is the complete and exclusive expression of the Parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither Party has relied upon any statement, representation, warranty or agreement of the other Party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than those expressly stated in this Agreement.

Acceptance of Agreement. By checking the box indicating acceptance within the accompanying SOW, Customer acknowledges that it has read, understands, and agrees to be bound by these Terms and Conditions within this Master Services Agreement, which are incorporated by reference into each SOW.