[{"id":"0fde9fff-285d-450f-bf32-d6caf1f69cea","order":1,"text":"CONSULTING AGREEMENT","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"b0022530-6f47-469a-b9eb-eeea957ce363","order":2,"text":"This Consulting Agreement (this \"Agreement\") is made and entered into as of [Effective date] (the \"Effective Date\"), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"bca7354a-68a5-453f-8b41-d3d0e4ba61c2","order":3,"text":"[Client's legal name], a corporation organized and existing under the laws of the State of [Client's state of organization], with its principal place of business at [Client's address] (the \"Client\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"7eab805d-1097-46b0-a7eb-b752a75a83b5","order":4,"text":"[Consultant's legal name], a limited liability company organized and existing under the laws of the State of [Consultant's state of organization], with its principal place of business at [Consultant's address] (the \"Consultant\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"9f23670f-12a6-4c0b-aa27-e4f3af6b02ff","value":"entity","type":"add","operator":"="}]},{"id":"133e2af8-2d1d-4f0b-97d1-a1d52c24e0f7","order":5,"text":"[Consultant's full name], an individual residing at [Consultant's address] (the \"Consultant\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"9f23670f-12a6-4c0b-aa27-e4f3af6b02ff","value":"individual","type":"add","operator":"="}]},{"id":"b61b500a-553a-4570-a62e-97244e6a7880","order":6,"text":"The Client and the Consultant are referred to in this Agreement individually as a \"Party\" and collectively as the \"Parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"931b794e-9bb6-4f66-9671-61a7553d07be","order":7,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"14","cflou":false,"active":true,"marginTop":"10"},{"id":"942c674e-6050-42a0-84e3-4e1ab8eb9286","order":8,"text":"WHEREAS, the Client wishes to obtain the professional consulting services described in this Agreement in connection with the conduct of its business;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"115f8359-a4bb-4ca8-8539-3264b155594c","order":9,"text":"WHEREAS, the Consultant is engaged in the business of providing consulting services of that nature and represents that the Consultant has the experience, expertise, qualifications, personnel and resources required to perform them in a professional and workmanlike manner;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"76af6b2f-8dc7-419a-b943-db7eaa646219","order":10,"text":"WHEREAS, the Parties wish to record the terms and conditions on which the Consultant will provide those services to the Client as an independent contractor and not as an employee;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"818e5af0-bf5a-4c62-b66b-26da78a062a1","order":11,"text":"NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"1197612d-8fcb-44fa-b46e-340e467979c6","order":12,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S01"},{"id":"9da13eb7-2dd3-45bc-8c29-7e9cdd22496f","order":13,"text":"In this Agreement, the following capitalized terms have the meanings set out below. Terms defined elsewhere in this Agreement have the meanings there given to them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ef4d5d54-54f0-4d70-8591-5035f18276dd","order":14,"text":"\"Affiliate\" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where \"control\" means the ownership of more than fifty percent (50%) of the voting securities of an entity or the power to direct its management and policies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1f49d47d-3240-43d0-a67b-9ec5588460e4","order":15,"text":"\"Business Day\" means any day other than a Saturday, a Sunday or a day on which commercial banks are authorized or required by law to close in the State whose law governs this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cbafad7a-76a1-4118-a138-24ee8ba8c183","order":16,"text":"\"Confidential Information\" means all non-public information disclosed or made available by or on behalf of one Party (the \"Disclosing Party\") to the other Party (the \"Receiving Party\"), whether disclosed orally, in writing, electronically or by inspection of tangible objects, that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure, including business plans, customer and prospect lists, pricing, financial and operational data, strategies, technical data, know-how, software, designs, processes, personnel information and the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6af36dd0-eae7-4f21-877e-8f28f3125f45","order":17,"text":"\"Deliverables\" means the reports, analyses, documents, materials, designs, software, data and other work product that the Consultant is required to deliver to the Client under this Agreement, as further described in Exhibit A.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a40fc647-0a33-495c-846c-28174b1f061a","order":18,"text":"\"Personnel\" means the employees, officers, agents and permitted subcontractors of the Consultant who are engaged in the performance of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"60b9e6fe-8a3b-4172-b830-d55093159fd0","order":19,"text":"\"Services\" means the consulting services described in this Agreement and in Exhibit A, together with any further services that the Parties agree upon in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"471677a5-35db-4ed9-8874-e4ca33557134","order":20,"text":"\"Work Product\" means all Deliverables and all other inventions, discoveries, improvements, works of authorship, designs, data, documentation, know-how and other materials conceived, created, developed or first reduced to practice by the Consultant, alone or with others, in the course of performing the Services or that otherwise result from the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"83af736f-79b0-4dd4-8c69-304ac105a5c9","order":21,"text":"\"Consultant Background IP\" means intellectual property owned or licensed by the Consultant that was conceived, created or acquired independently of this Agreement and without use of the Client's Confidential Information or resources.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b6d44e63-3535-4182-baad-dda6692895b7","order":22,"text":"In this Agreement, unless the context otherwise requires, a reference to days is a reference to calendar days; a reference to a statute or regulation is a reference to that statute or regulation as amended, replaced or re-enacted from time to time; words in the singular include the plural and words in the plural include the singular; a reference to USD is a reference to United States dollars; and the words \"include\" and \"including\" are to be read as if followed by the words \"without limitation\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fc9231b3-5ea9-4e36-893b-0abe79aeb44c","order":23,"text":"2. ENGAGEMENT AND SCOPE OF SERVICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S02"},{"id":"a61cdcd0-c99b-494f-9770-e713eb9bafea","order":24,"text":"The Client hereby engages the Consultant, and the Consultant hereby accepts that engagement, to perform the Services upon the terms and subject to the conditions of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dac38258-8d0c-43f0-9385-02ece78e23de","order":25,"text":"The Services consist of the following: [Description of the services]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"042b8358-673b-4fce-855c-088d742e24ef","order":26,"text":"The Consultant shall prepare and deliver to the Client, in accordance with the schedule and specifications set out in Exhibit A, the following Deliverables: [Description of the deliverables]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"23f8a092-eab9-4a96-b0ca-d9e366807f4f","order":27,"text":"The Client shall have ten (10) Business Days following delivery of each Deliverable to review it and to notify the Consultant in writing of any material failure to conform to the requirements of this Agreement, describing the non-conformity in reasonable detail. The Consultant shall correct any such non-conformity at no additional charge and re-deliver the Deliverable within ten (10) Business Days of the notice. A Deliverable is deemed accepted if the Client does not give notice within the review period or uses the Deliverable in the ordinary course of its business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dbd3df9d-165f-4073-8c15-8057deaa9eac","order":28,"text":"Any change to the scope of the Services, to the Deliverables or to the delivery schedule is effective only if recorded in a written change order or amended statement of work signed by both Parties, specifying the change and any corresponding adjustment to the fees and to the schedule. The Consultant is not obliged to perform, and the Client is not obliged to pay for, services falling outside the agreed scope unless so documented.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f743cdee-e87e-4d92-9780-8b6a38413319","order":29,"text":"The Consultant shall notify the Client promptly upon becoming aware of any circumstance that is likely to delay the performance of the Services or the delivery of any Deliverable, stating the reasons for the delay and the measures proposed to address it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e493f7bb-845a-4061-b46c-b922564c8c99","order":30,"text":"The Client shall provide the Consultant, in a timely manner, with the information, materials, access to personnel and facilities, approvals and decisions that the Consultant may reasonably require in order to perform the Services. The Consultant is not liable for any delay or deficiency in the Services to the extent that it is caused by the Client's failure to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bc8fb05e-118b-4da1-98c2-dc207b47b2b8","order":31,"text":"3. PERFORMANCE STANDARDS AND PERSONNEL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S03"},{"id":"636a4c7b-cd5c-4d56-beb2-12cb03bfe422","order":32,"text":"The Consultant shall perform the Services in a professional, diligent and workmanlike manner, in accordance with the generally accepted standards and practices of the Consultant's profession and industry, and in compliance with all applicable laws, regulations and the Client's reasonable written policies notified to the Consultant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"348359e1-2425-4591-89e8-7aa9eb0bd39b","order":33,"text":"The Consultant shall determine the method, details and means of performing the Services, provided that the Services and Deliverables satisfy the requirements of this Agreement. The Consultant is responsible for the acts and omissions of its Personnel as if they were its own.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f1904cd-d295-4b31-9236-3bc461ff1588","order":34,"text":"The Consultant shall not subcontract or delegate any material part of the Services without the Client's prior written consent, which shall not be unreasonably withheld. The Consultant shall ensure that each permitted subcontractor is bound in writing by obligations of confidentiality and by assignments of intellectual property that are at least as protective of the Client as those contained in this Agreement, and the Consultant remains fully responsible for the performance of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d3dc5be-c3af-4cb8-be29-b535441d1b33","order":35,"text":"The Consultant shall use commercially reasonable efforts to make its key Personnel available throughout the term and shall replace any individual who ceases to be available with a person of comparable skill and experience, at no additional cost to the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"03342a03-f7ac-4766-b48f-63f96e1a4779","order":36,"text":"Where the Consultant or any of its Personnel is given access to the premises, systems, networks or accounts of the Client, that access shall be used solely for the purpose of performing the Services and in accordance with the reasonable security, confidentiality and acceptable use policies of the Client notified to the Consultant. The Consultant shall return all access credentials and equipment, and shall cease all such access, upon expiration or termination of this Agreement or upon the earlier written request of the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"380e1acf-7b7a-4844-8224-a787bc0c803c","order":37,"text":"Nothing in this Agreement prevents the Consultant from providing services to other clients or the Client from engaging other consultants. The Consultant shall not, however, accept any engagement that creates an actual or reasonably foreseeable conflict of interest with the Services without first disclosing it to the Client in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0c27e2df-4330-4707-96b0-401de1256ad5","order":38,"text":"4. TERM AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S04"},{"id":"6afb3842-4247-4fc0-8605-56036bffad0b","order":39,"text":"This Agreement takes effect on the Effective Date of [Effective date] and, unless terminated earlier in accordance with its terms, continues in full force and effect until [End date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3ab5c803-c6f9-4055-acc1-f58c3e68e754","value":"fixed","type":"add","operator":"="}]},{"id":"19991141-c36b-4f35-9e3d-9607fc963102","order":40,"text":"This Agreement takes effect on the Effective Date of [Effective date] and, unless terminated earlier in accordance with its terms, continues until the Consultant has completed the Services and the Client has accepted all of the Deliverables.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3ab5c803-c6f9-4055-acc1-f58c3e68e754","value":"completion","type":"add","operator":"="}]},{"id":"af40fc19-a750-4a57-a406-90a11549bcdd","order":41,"text":"This Agreement takes effect on the Effective Date of [Effective date] and continues on a month-to-month basis until terminated by either Party in accordance with its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3ab5c803-c6f9-4055-acc1-f58c3e68e754","value":"monthly","type":"add","operator":"="}]},{"id":"dbd76b8b-cebf-4f7a-bc71-5ce69d3e0df9","order":42,"text":"This Agreement may be extended or renewed only by a written instrument signed by both Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"13e8a642-d1f7-4806-9f3a-0059687c85e6","order":43,"text":"Either Party may terminate this Agreement at any time, for any reason or for no reason, by giving [Notice period] days' prior written notice to the other Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e7afd666-262c-408f-986a-da5e6d9d2339","order":44,"text":"Either Party may terminate this Agreement with immediate effect by written notice if the other Party commits a material breach of this Agreement and fails to cure that breach within [Cure period] days after receipt of a written notice describing it in reasonable detail. A material breach that is incapable of cure entitles the non-breaching Party to terminate with immediate effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"02c32e71-d986-4315-883f-c7a230e8e5d8","order":45,"text":"Either Party may terminate this Agreement with immediate effect by written notice if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, or has a receiver or trustee appointed over a substantial part of its assets.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"acb4ac6f-0eb5-4130-b951-8ce44291a40e","order":46,"text":"Upon expiration or termination of this Agreement, the Consultant shall promptly cease performance of the Services, shall deliver to the Client all Work Product, whether complete or in progress, together with all Client property and materials in its possession, and each Party shall return or destroy the Confidential Information of the other Party. The Client shall pay the Consultant for all Services properly performed, and for all non-cancellable expenses properly incurred, up to the effective date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e1af57ec-41df-4e44-a901-5d89b9ab4e1a","order":47,"text":"Those provisions of this Agreement which by their nature are intended to survive its expiration or termination shall so survive, including the Sections entitled Confidentiality, Intellectual Property, Representations and Warranties, Indemnification, Limitation of Liability, and Governing Law and Dispute Resolution, together with any payment obligations accrued before termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7691ee6f-1cfe-47a8-aa6c-76eac06eb163","order":48,"text":"5. FEES, INVOICING AND EXPENSES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S05"},{"id":"eb36dc29-c0c9-429c-8abf-2c23329cd629","order":49,"text":"In consideration of the Services, the Client shall pay the Consultant a fixed fee of USD [Fixed fee], which covers all of the Services and Deliverables described in this Agreement and in Exhibit A. The fixed fee is payable in accordance with the following schedule: [Payment schedule]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"aaac6df5-d242-445b-85fa-0d5cb4895ceb","value":"fixed","type":"add","operator":"="}]},{"id":"80c1f1f6-6ec8-4e91-8465-300e8b078675","order":50,"text":"In consideration of the Services, the Client shall pay the Consultant at the rate of USD [Hourly rate] per hour for time properly spent in performing the Services. The Consultant shall not exceed [Monthly hours limit] hours in any calendar month without the Client's prior written approval, and the Client has no obligation to pay for hours performed in excess of that limit in the absence of such approval. The Consultant shall keep contemporaneous records of the time spent and shall make them available to the Client upon reasonable request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"aaac6df5-d242-445b-85fa-0d5cb4895ceb","value":"hourly","type":"add","operator":"="}]},{"id":"63ebedf4-3478-413e-b804-74ab3109072d","order":51,"text":"In consideration of the Services, the Client shall pay the Consultant a monthly retainer of USD [Monthly retainer], payable monthly in advance, which covers up to [Hours included] hours of Services per calendar month. Services performed in excess of that allowance shall be invoiced at USD [Rate for additional hours] per hour and only where the Client has approved them in advance in writing. Unused hours do not carry over from one month to the next.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"aaac6df5-d242-445b-85fa-0d5cb4895ceb","value":"retainer","type":"add","operator":"="}]},{"id":"8cdbe983-b9c2-4ac4-9393-e089ccccf2bc","order":52,"text":"The Consultant shall submit invoices to the Client setting out, in reasonable detail, the Services performed, the Deliverables delivered and any reimbursable expenses claimed, together with reasonable supporting documentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8141f75d-e6fe-4dfd-907a-1dbbc7126032","order":53,"text":"The Client shall pay each undisputed invoice within [Payment term] days of receipt, in United States dollars, by check or electronic transfer to the account designated by the Consultant in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8bcdbcd6-3134-4c0b-9af9-6b972b0cdee4","order":54,"text":"The Client shall notify the Consultant in writing of any disputed amount within ten (10) Business Days of receipt of the relevant invoice, shall pay all undisputed amounts when due, and the Parties shall negotiate in good faith to resolve the dispute promptly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"60b461a4-54b5-44a2-a950-651db9522eda","order":55,"text":"Any undisputed amount that is not paid when due bears interest at the rate of [Interest rate]% per month, or the maximum rate permitted by applicable law if lower, calculated from the due date until payment in full. The Consultant may suspend performance of the Services upon ten (10) Business Days' written notice if undisputed amounts remain unpaid.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bba87f2b-6c73-4dbd-b2f9-3ad7089d1f36","order":56,"text":"The Client shall reimburse the Consultant for reasonable, documented out-of-pocket expenses necessarily incurred in performing the Services, provided that any single expense exceeding USD [Approval threshold] requires the Client's prior written approval. Receipts or other reasonable substantiation shall accompany the relevant invoice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"939430e7-8c20-4966-9c5e-f17f6029ba30","value":"reimbursable","type":"add","operator":"="}]},{"id":"f6aded5c-dd63-4198-8b43-b80b2b3d6480","order":57,"text":"The fees payable under this Agreement are inclusive of all costs and expenses incurred by the Consultant in performing the Services, and the Client has no obligation to reimburse any expense unless the Client has approved it in advance in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"939430e7-8c20-4966-9c5e-f17f6029ba30","value":"included","type":"add","operator":"="}]},{"id":"e233b416-c543-4bd5-b4c9-2ac4dd48bd57","order":58,"text":"The Consultant shall keep complete and accurate records substantiating the fees invoiced and the expenses claimed under this Agreement and shall retain them for three (3) years after the date of the relevant invoice. Upon reasonable prior notice, and no more than once in any twelve (12) month period, the Client or its independent representative may inspect those records during normal business hours for the sole purpose of verifying the amounts invoiced. If an inspection reveals an overcharge exceeding five percent (5%) of the amounts invoiced for the period examined, the Consultant shall promptly refund the excess and shall bear the reasonable cost of the inspection.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f709d1ec-6ae3-4d58-b304-7696e5b79050","order":59,"text":"The Client may set off against any amount payable to the Consultant any amount that is properly due to the Client from the Consultant under this Agreement, provided that the Client has first given the Consultant written notice specifying the amount and the basis on which it is claimed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1f87f957-2d9c-4d55-9c24-5d7e2430094a","order":60,"text":"The fees are exclusive of any sales, use or similar transaction taxes that may be lawfully imposed, which shall be borne by the Client, other than taxes based on the Client's income. The Consultant is solely responsible for all federal, state and local income taxes, self-employment taxes and other charges arising from the amounts paid under this Agreement, and shall provide the Client with a properly completed IRS Form W-9 upon request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d25b4d7f-9d79-4f65-8049-9ffe3252b5c6","order":61,"text":"6. INDEPENDENT CONTRACTOR STATUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S06"},{"id":"db09560c-d1a9-4350-90d3-f75214afd964","order":62,"text":"The Consultant is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship between the Parties, and neither Party is the legal representative of the other for any purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3ecbbbb0-1f39-4ed9-a15e-f343f780bf38","order":63,"text":"The Consultant and its Personnel are not employees of the Client and are not eligible for, and hereby waive any claim to, any benefit provided by the Client to its employees, including health insurance, retirement or profit-sharing plans, paid leave, severance, equity awards, workers' compensation coverage and unemployment insurance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"12dd7de8-1c5b-4b9d-9d49-014b629aee53","order":64,"text":"The Consultant retains sole control over the manner, method and means by which the Services are performed and shall supply, at its own expense, all equipment, tools, materials, software and facilities required for that purpose, unless the Parties agree otherwise in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dbb87547-8636-449c-a6e8-7cd616beeea3","order":65,"text":"The Consultant has no authority to enter into contracts, incur obligations, make commitments or give representations on behalf of the Client, and shall not represent to any third party that it has any such authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3ae21182-6554-405a-a256-ce55a6647c1f","order":66,"text":"The Consultant is responsible for the payment of all taxes, withholdings, insurance premiums and statutory contributions in respect of itself and its Personnel, and for maintaining workers' compensation and unemployment insurance to the extent required by applicable law. The Client shall report the amounts paid to the Consultant on IRS Form 1099-NEC where required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dca0a466-55f2-408e-9444-7cc66b8f51d3","order":67,"text":"The Consultant shall indemnify the Client against any liability, assessment, penalty, interest or cost arising from the Consultant's failure to withhold or pay any such tax or contribution, or from any claim that the Consultant or any of its Personnel is or was an employee of the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"08b138c2-f0ee-46ee-9e94-7c36bf56432e","order":68,"text":"7. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S07"},{"id":"633ac1cd-c9c7-4400-a146-4a41b47581aa","order":69,"text":"The Receiving Party shall use the Confidential Information of the Disclosing Party solely for the purpose of performing or receiving the Services, shall not disclose it to any third party except to those of its Personnel and professional advisers who need to know it and who are bound by obligations of confidentiality at least as protective as those set out in this Agreement, and shall protect it using at least the same degree of care that it uses for its own confidential information and in no event less than a reasonable degree of care.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"134e5b9e-8a62-4a0f-9b23-2bf00579d03b","order":70,"text":"Confidential Information does not include information that is or becomes publicly available other than as a result of a breach of this Agreement, that was rightfully known to the Receiving Party without restriction before its disclosure, that is rightfully received from a third party without breach of any obligation of confidentiality, or that is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party, as shown by contemporaneous records.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1758f631-8f3d-4c92-a8da-37b68d94ef0b","order":71,"text":"If the Receiving Party is required by law, regulation or a valid court or governmental order to disclose Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice and reasonable cooperation so that the Disclosing Party may seek a protective order, and shall disclose only that portion of the Confidential Information which it is legally required to disclose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4c4e84e3-cebd-4206-8542-33485297fa89","order":72,"text":"Upon the written request of the Disclosing Party, and in any event upon expiration or termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and shall certify that destruction in writing if requested, except for one archival copy retained solely for the purpose of establishing compliance with this Agreement and copies contained in routine electronic backup systems, all of which remain subject to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"469f9265-ed58-464a-8f4c-6cf9b25f19ab","order":73,"text":"The obligations set out in this Section continue for [Number of years] years following the expiration or termination of this Agreement, provided that, in respect of any Confidential Information that constitutes a trade secret under applicable law, those obligations continue for so long as the information remains a trade secret.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"bce94467-d338-476a-8f05-708062868ce4","value":"years","type":"add","operator":"="}]},{"id":"748e01a3-e84a-482f-aee0-2fdc5bb1fb62","order":74,"text":"The obligations set out in this Section continue in full force and effect without limitation of time, for so long as the Confidential Information concerned has not entered the public domain other than through a breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"bce94467-d338-476a-8f05-708062868ce4","value":"perpetual","type":"add","operator":"="}]},{"id":"52e9df7b-600c-4746-a288-decb7af396b0","order":75,"text":"Nothing in this Agreement prevents either Party or any individual from reporting a possible violation of law to a governmental agency or from making any disclosure that is protected under the whistleblower provisions of applicable law. In accordance with the federal Defend Trade Secrets Act, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"001ed799-50bb-4d15-917e-56ec88ace142","order":76,"text":"The Consultant shall not disclose to the Client, bring onto the premises or systems of the Client, or use in the performance of the Services, any confidential information, trade secret or proprietary material belonging to any third party, unless the Consultant is duly authorized in writing to do so and has informed the Client of that authorization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9c283384-1c6a-4cc8-8dba-a66980390800","order":77,"text":"Nothing in this Agreement grants the Receiving Party any right, title, license or interest in the Confidential Information of the Disclosing Party, other than the limited right to use it as expressly permitted in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4e7ddac3-fe49-4557-ad73-bf303d78b8d4","order":78,"text":"Each Party acknowledges that a breach of this Section may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching Party is entitled to seek injunctive or other equitable relief, in addition to any other remedy available to it, without the necessity of posting a bond.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4788c866-72a5-4efe-824e-428bf41c56d6","order":79,"text":"8. INTELLECTUAL PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S08"},{"id":"18759ca6-83ad-4ac1-bd74-3ac24e81109e","order":80,"text":"All Work Product is and shall remain the sole and exclusive property of the Client. To the extent that any Work Product qualifies as a work made for hire under the United States Copyright Act, it shall be deemed a work made for hire and the Client shall be the author and owner of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ef600dda-e30c-4c46-bd85-614c21c036b1","value":"client","type":"add","operator":"="}]},{"id":"26a6feb8-68fb-410a-a43d-70ca2ab5dc9b","order":81,"text":"To the extent that any Work Product does not qualify as a work made for hire, the Consultant hereby irrevocably assigns, and shall cause each of its Personnel to assign, to the Client all right, title and interest throughout the world in and to that Work Product, including all patent, copyright, trademark, trade secret and other intellectual property rights in it, free and clear of all liens and encumbrances.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ef600dda-e30c-4c46-bd85-614c21c036b1","value":"client","type":"add","operator":"="}]},{"id":"f4bbbfed-caf5-46fc-bc5e-1c495f787465","order":82,"text":"The Consultant hereby waives, and shall cause each of its Personnel to waive, all moral rights and all rights of attribution and integrity in the Work Product to the fullest extent permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ef600dda-e30c-4c46-bd85-614c21c036b1","value":"client","type":"add","operator":"="}]},{"id":"2d4f2ead-540a-4ffd-a214-79c0ad697df3","order":83,"text":"The Consultant shall, at the Client's request and expense, execute all documents and take all further actions reasonably required to perfect, record, prosecute, maintain and enforce the Client's rights in the Work Product, and irrevocably appoints the Client as its attorney-in-fact for the limited purpose of executing such documents if the Consultant fails to do so within a reasonable time after a written request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ef600dda-e30c-4c46-bd85-614c21c036b1","value":"client","type":"add","operator":"="}]},{"id":"e99149fe-034a-45c9-a634-bc7ca7b6af30","order":84,"text":"The Consultant retains ownership of the Consultant Background IP. To the extent that any Consultant Background IP is incorporated into any Work Product, the Consultant grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable and transferable license to use, reproduce, modify, distribute and otherwise exploit that Consultant Background IP as part of, or in connection with, the Work Product.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ef600dda-e30c-4c46-bd85-614c21c036b1","value":"client","type":"add","operator":"="}]},{"id":"dfbb5769-b8b6-4c22-ac1a-cb77bd62266b","order":85,"text":"The Consultant retains all right, title and interest in and to the Work Product and in all intellectual property rights subsisting in it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ef600dda-e30c-4c46-bd85-614c21c036b1","value":"consultant","type":"add","operator":"="}]},{"id":"1432089c-1321-4fc3-8b7f-de355a79fb66","order":86,"text":"Upon payment in full of all amounts due under this Agreement, the Consultant grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up and transferable license, with the right to grant sublicenses to its Affiliates and to contractors acting on its behalf, to use, reproduce, modify, create derivative works of, display, perform and distribute the Work Product for the Client's internal and external business purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ef600dda-e30c-4c46-bd85-614c21c036b1","value":"consultant","type":"add","operator":"="}]},{"id":"4bc52c26-ef4f-4945-ba75-f62b10106b49","order":87,"text":"The Consultant shall not license, disclose or otherwise make available to any third party any Deliverable that incorporates the Client's Confidential Information or that was developed specifically to meet the Client's requirements.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ef600dda-e30c-4c46-bd85-614c21c036b1","value":"consultant","type":"add","operator":"="}]},{"id":"34a1fabf-6781-4a0b-affc-9d7f41119040","order":88,"text":"The Consultant represents that the Work Product will be original to the Consultant or duly licensed, and that it will not incorporate any third-party or open-source material without the Client's prior written consent, which consent shall identify the applicable license terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"357ba74d-5091-4a78-968b-32fcbf15b94b","order":89,"text":"The Consultant shall not use any generative artificial intelligence system in the creation of any Deliverable without the prior written consent of the Client. Where such consent is given, the Consultant remains responsible for the accuracy of the Deliverable and for securing all rights necessary for the Client to use it as contemplated by this Agreement, and shall not submit any Confidential Information of the Client to any such system.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9ef7bde7-cb22-4e61-9e15-3c5a77ea73f7","order":90,"text":"The Client retains all right, title and interest in and to its pre-existing materials, data, trademarks and intellectual property provided to the Consultant, and grants the Consultant a limited, non-exclusive, non-transferable license to use them solely for the purpose of performing the Services during the term of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"522f70fb-5921-4088-9586-8168647e0b98","order":91,"text":"9. NON-SOLICITATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"69e00b26-5fe5-4a12-b728-5e1e6ab4d723","value":"include","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S09"},{"id":"e7bd1049-0c44-449a-b546-1a6746b05f2a","order":92,"text":"During the term of this Agreement and for a period of [Number of months] months after its expiration or termination, the Consultant shall not, directly or indirectly, solicit for employment or engagement any employee or individual contractor of the Client with whom the Consultant had material contact in connection with the Services, nor induce or attempt to induce any such person to terminate their relationship with the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"69e00b26-5fe5-4a12-b728-5e1e6ab4d723","value":"include","type":"add","operator":"="}]},{"id":"8c9cac4f-a841-4905-9502-3185044aa5f9","order":93,"text":"This restriction does not prohibit general advertisements or recruitment campaigns that are not specifically targeted at the personnel of the Client, nor the hiring of any person who responds to such a general solicitation or who approaches the Consultant on an unsolicited basis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"69e00b26-5fe5-4a12-b728-5e1e6ab4d723","value":"include","type":"add","operator":"="}]},{"id":"6f1db453-e6db-4efd-9cf9-fe83302435f9","order":94,"text":"The Parties agree that the scope and duration of this restriction are reasonable and no greater than is necessary to protect the legitimate business interests of the Client, including its Confidential Information and its investment in its workforce. If a court of competent jurisdiction finds this restriction unenforceable as drafted, it shall be modified to the minimum extent necessary to render it enforceable and shall be enforced as so modified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"69e00b26-5fe5-4a12-b728-5e1e6ab4d723","value":"include","type":"add","operator":"="}]},{"id":"4a4fee69-4cba-4391-bd5a-00ef562ba032","order":95,"text":"The obligations set out in this Section survive the expiration or termination of this Agreement for the period stated above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"69e00b26-5fe5-4a12-b728-5e1e6ab4d723","value":"include","type":"add","operator":"="}]},{"id":"be72f99d-db08-4c4f-9910-a5436bb98ef5","order":96,"text":"10. PUBLICITY AND REFERENCES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S10"},{"id":"2bdd1ed0-c43d-437f-8bc2-d8be09f1a33b","order":97,"text":"Neither Party shall issue any press release or other public statement concerning this Agreement, the Services or the relationship between the Parties without the prior written consent of the other Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"75f53ae8-9592-417b-9a12-6e967981be27","order":98,"text":"Neither Party shall use the name, trademarks, logo or other identifying marks of the other Party in any marketing or promotional material, client list, website or credentials document without the prior written consent of that Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"20fc8f6d-0fb0-40e8-9857-acd8b9c7e6a9","value":"restrict","type":"add","operator":"="}]},{"id":"c97f0790-04f0-461e-bb40-e1d78857ad3d","order":99,"text":"The Consultant may, however, identify the Client as a client of the Consultant and use the name and logo of the Client for that purpose alone, in its client lists, on its website and in its credentials materials, provided that the reference is factual, is not disparaging, discloses no Confidential Information and does not suggest any endorsement by the Client. The Client may withdraw that permission at any time by written notice, after which the Consultant shall cease such use in all materials produced thereafter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"20fc8f6d-0fb0-40e8-9857-acd8b9c7e6a9","value":"allow","type":"add","operator":"="}]},{"id":"b71d9e2c-8980-42f6-b97c-630f276983e3","order":100,"text":"Nothing in this Section prevents a Party from making a disclosure required by law, regulation or the rules of a securities exchange, provided that, where legally permitted, it gives the other Party prior written notice of the disclosure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bb462c44-de4b-4713-87c6-e9ff42e08258","order":101,"text":"11. REPRESENTATIONS AND WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S11"},{"id":"e25f6138-eb57-478c-b211-3e7a8f04b437","order":102,"text":"Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, that the person signing this Agreement on its behalf is duly authorized to do so, and that this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f92db370-c35a-4ef3-9991-ef87b4b55020","order":103,"text":"The Consultant further represents and warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; that the Deliverables will conform in all material respects to the requirements of this Agreement and of Exhibit A; that neither the Services nor the Deliverables will infringe or misappropriate any patent, copyright, trademark, trade secret or other right of any third party; that the Consultant is under no obligation, contractual or otherwise, that conflicts with or would be breached by the performance of the Services; that the Consultant will comply with all applicable federal, state and local laws and regulations in performing the Services; and that neither the Consultant nor any of its Personnel is debarred, suspended or otherwise ineligible to participate in any federal or state program relevant to the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"11fd9475-fb68-4653-a9ca-019a023c1bbe","order":104,"text":"The Client represents and warrants that it has the right to provide the Consultant with the materials, data and information that it furnishes for use in the Services, and that the Consultant's use of them as contemplated by this Agreement will not infringe the rights of any third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2488dc0c-9b08-4337-aa26-aa11eca99494","order":105,"text":"The warranties given in respect of each Deliverable apply for ninety (90) days following its acceptance, and the warranties given in respect of the Services apply for ninety (90) days following their performance. No warranty applies to any non-conformity that results from a modification of a Deliverable made by any person other than the Consultant or from use of a Deliverable otherwise than as contemplated by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d2b44a41-badd-48be-89f7-2a0461f74c20","order":106,"text":"If the Services or any Deliverable fail to conform to the foregoing warranties, the Consultant shall, at its own expense and as the Client's primary remedy, promptly re-perform the affected Services or correct the affected Deliverable. If the Consultant fails to do so within thirty (30) days after written notice, the Client may terminate this Agreement and obtain a refund of the fees paid for the non-conforming Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3afd57e1-34f7-46e7-8722-64553d9af52b","order":107,"text":"EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"706c0de2-4463-46b8-86f3-77c1583e7d88","order":108,"text":"12. INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S12"},{"id":"251534e5-3b7e-4f52-b7d7-05cde1db7828","order":109,"text":"The Consultant shall defend, indemnify and hold harmless the Client, its Affiliates and their respective officers, directors, employees and agents from and against any claim brought by a third party, and all resulting losses, damages, liabilities, settlements, costs and reasonable attorneys' fees, arising out of or relating to any breach by the Consultant of its representations, warranties or obligations under this Agreement, any allegation that the Services or the Deliverables infringe or misappropriate the intellectual property rights of a third party, the negligence or willful misconduct of the Consultant or its Personnel, or any claim by any of its Personnel relating to employment status, compensation, benefits or taxes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"886e8578-8db5-4f6f-bc51-3f1e74e0c4e1","order":110,"text":"The Client shall defend, indemnify and hold harmless the Consultant from and against any claim brought by a third party, and all resulting losses, damages, liabilities, settlements, costs and reasonable attorneys' fees, arising out of or relating to any breach by the Client of this Agreement, the negligence or willful misconduct of the Client, or any allegation that materials furnished by the Client to the Consultant infringe the rights of a third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0bac1426-8c13-40ff-8709-1d225fec6c86","order":111,"text":"If any Deliverable becomes, or in the reasonable opinion of the Consultant is likely to become, the subject of a claim of infringement or misappropriation, the Consultant shall, at its own expense and at the option of the Client, procure for the Client the right to continue using the Deliverable, or replace or modify it so that it becomes non-infringing while remaining materially equivalent in function and quality. If neither option is reasonably available, the Consultant shall accept the return of the affected Deliverable and refund the fees paid for it, without prejudice to any other remedy of the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1bdaf3f1-42a0-433e-9f34-481eaa74a352","order":112,"text":"The indemnity given by the Consultant in respect of infringement does not apply to the extent that the claim arises from a modification of a Deliverable made by or for the Client without the approval of the Consultant, from the combination of a Deliverable with materials that the Consultant neither supplied nor recommended, or from compliance by the Consultant with written specifications furnished by the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"effe3911-0d1b-4447-b329-f7ff2270232f","order":113,"text":"The Party seeking indemnification shall give the indemnifying Party prompt written notice of the claim, provided that a failure to do so relieves the indemnifying Party only to the extent that it is materially prejudiced by the delay; shall permit the indemnifying Party to control the defense and settlement of the claim with counsel of its choosing; and shall provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party shall not settle any claim in a manner that imposes any liability, obligation or admission of fault on the indemnified Party without its prior written consent, and the indemnified Party may participate in the defense at its own expense with counsel of its own choosing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f4f12ba1-3fd6-42bb-849a-1ff56222f432","order":114,"text":"13. LIMITATION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S13"},{"id":"dbb80f47-0f2d-4373-bcc4-d9adfe3ba702","order":115,"text":"EXCEPT IN RESPECT OF THE EXCLUDED CLAIMS DESCRIBED BELOW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OR GOODWILL, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1b6ec276-b3fd-4354-a03f-a96a990a79f3","order":116,"text":"EXCEPT IN RESPECT OF THE EXCLUDED CLAIMS, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY THE CLIENT TO THE CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca735292-fa5e-4c59-a22c-a79a66c87283","order":117,"text":"The Excluded Claims are the indemnification obligations of a Party, any breach of the confidentiality obligations, any infringement or misappropriation of intellectual property rights, the Client's obligation to pay fees properly due, and any liability arising from the gross negligence, willful misconduct or fraud of a Party. Nothing in this Agreement limits any liability that cannot be limited under applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c9d5abd7-71f5-4040-aea2-f8aead3748f0","order":118,"text":"The Parties acknowledge that the limitations set out in this Section reflect an agreed allocation of risk between them, that they form an essential basis of the bargain, and that they apply notwithstanding the failure of the essential purpose of any limited remedy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"73c6cd66-6b48-40ac-8c51-6ab066e66038","order":119,"text":"14. INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f60b0535-092f-4952-b194-7d1ef40da683","value":"require","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S14"},{"id":"75e8eb30-83f4-43c9-88df-bed77111a080","order":120,"text":"Throughout the term of this Agreement, the Consultant shall maintain at its own expense, with insurers of recognized financial responsibility, commercial general liability insurance with limits of not less than USD [General liability limit] per occurrence, professional liability (errors and omissions) insurance with limits of not less than USD [Professional liability limit] per claim, and workers' compensation and employer's liability insurance in the amounts required by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f60b0535-092f-4952-b194-7d1ef40da683","value":"require","type":"add","operator":"="}]},{"id":"2503d6ae-c76c-4167-892c-3e4dce3f4f3c","order":121,"text":"The Client shall be named as an additional insured under the commercial general liability policy in respect of the Services, each policy shall provide for a waiver of subrogation in favor of the Client to the extent permitted by law, and the Consultant shall maintain the professional liability coverage, or an equivalent extended reporting period endorsement, for two (2) years after the expiration or termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f60b0535-092f-4952-b194-7d1ef40da683","value":"require","type":"add","operator":"="}]},{"id":"d296416a-925c-4f02-85d0-b47789aa7dbd","order":122,"text":"Upon request, the Consultant shall furnish the Client with certificates of insurance evidencing that coverage and shall give the Client at least thirty (30) days' prior written notice of any cancellation or material reduction of it. The Consultant's insurance shall be primary in respect of the Services, and the maintenance of insurance does not limit the Consultant's liability under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f60b0535-092f-4952-b194-7d1ef40da683","value":"require","type":"add","operator":"="}]},{"id":"04e5b83f-8235-41ad-a442-5c34eaef0be4","order":123,"text":"15. COMPLIANCE WITH LAWS AND DATA PROTECTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S15"},{"id":"167483be-68f3-4223-aba9-59593ae731bf","order":124,"text":"Each Party shall comply with all laws, regulations and orders applicable to its performance under this Agreement, including anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, export control and economic sanctions laws, and applicable data protection and privacy laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f7902ecd-11e3-443d-ac4f-2b782aea5694","order":125,"text":"Neither Party shall offer, promise, give, request or accept any payment or other benefit intended to influence improperly any government official or any other person in connection with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2d577815-32be-42e7-8470-983e770d9e27","order":126,"text":"To the extent that the Consultant processes personal information on behalf of the Client, the Consultant shall process it only on the Client's documented instructions and solely as necessary to perform the Services; shall implement and maintain reasonable administrative, technical and physical safeguards designed to protect it against unauthorized access, use, disclosure, alteration or destruction; shall limit access to Personnel who need it and who are bound by confidentiality obligations; shall not sell, share or retain it for any other purpose; and shall return or securely delete it upon termination, unless retention is required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"36c72b5a-45fc-410e-bad0-7cdf83ec0450","order":127,"text":"The Consultant shall notify the Client without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any actual or reasonably suspected breach of security affecting the Client's Confidential Information or any personal information processed on the Client's behalf, shall provide reasonable cooperation in investigating and remediating the incident, and shall make no public statement about it without the Client's prior written consent except where required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5e28e3fa-0c75-40bf-967a-507ec91d0fd1","order":128,"text":"Where required by applicable law, the Parties shall execute a data processing agreement or other addendum containing the terms required by that law, which shall be incorporated into this Agreement by reference.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cf8ce0a5-cb29-4646-a240-a962de36b6ff","order":129,"text":"16. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S16"},{"id":"63de2a26-849e-4a96-ba49-d63683680bc2","order":130,"text":"Neither Party is liable for any delay or failure to perform any obligation under this Agreement (other than an obligation to pay money) to the extent that the delay or failure results from an event beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labor disturbance not involving its own workforce, failure of utilities or telecommunications networks, or any act or order of a governmental authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"edd24c6e-54f6-405a-9512-d4d1eceeaba7","order":131,"text":"The affected Party shall give prompt written notice of the event, shall use commercially reasonable efforts to mitigate its effects and to resume performance, and the time for performance shall be extended for the duration of the event. If the event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement upon written notice, without liability other than for amounts accrued before the date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5e30af5-8b70-49d7-b83a-c0bf6aa8f5cc","order":132,"text":"17. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S17"},{"id":"db9c1ebf-1065-40b5-a01f-d7bf5097298b","order":133,"text":"All notices under this Agreement shall be in writing and shall be delivered by personal delivery, by certified or registered mail (return receipt requested, postage prepaid), by nationally recognized overnight courier, or by email with confirmation of transmission, to the addresses set out below or to such other address as a Party may designate by notice given in accordance with this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8734543f-2a83-46e2-80c7-114a9472a341","order":134,"text":"If to the Client: [Client's legal name], [Client's address], Attention: [Client's signatory]; Email: [Client's email address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"de79ce0f-40e1-4ffd-99bc-1520e204c0a9","order":135,"text":"If to the Consultant: [Consultant's legal name], [Consultant's address], Attention: [Consultant's signatory]; Email: [Consultant's email address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9f23670f-12a6-4c0b-aa27-e4f3af6b02ff","value":"entity","type":"add","operator":"="}]},{"id":"179b4aa7-3d50-440f-b2bb-3bd74ce5b449","order":136,"text":"If to the Consultant: [Consultant's full name], [Consultant's address]; Email: [Consultant's email address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9f23670f-12a6-4c0b-aa27-e4f3af6b02ff","value":"individual","type":"add","operator":"="}]},{"id":"3451aacb-1eba-42d2-89f1-29545ed2e4cb","order":137,"text":"A notice is deemed given upon personal delivery; three (3) Business Days after deposit in the mail; one (1) Business Day after deposit with an overnight courier; or, in the case of email, upon confirmed transmission, provided that any notice of material breach, indemnification or termination sent by email shall also be sent by one of the other permitted methods.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b388092d-24e9-4df3-a85b-8165709496e5","order":138,"text":"18. ASSIGNMENT, SUBCONTRACTING AND SUCCESSORS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S18"},{"id":"356d476f-9478-4bc5-b559-b157cf920334","order":139,"text":"Neither Party may assign or transfer this Agreement, or any of its rights or obligations under it, whether by operation of law or otherwise, without the prior written consent of the other Party, except that either Party may assign this Agreement in its entirety, upon written notice and without consent, to a successor in connection with a merger, reorganization or sale of all or substantially all of its assets or equity, provided that the assignee assumes all of the assigning Party's obligations under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8d238ebe-ab0a-43ef-ac25-3d3d590c98b8","order":140,"text":"The engagement of the Consultant is personal in nature and is based upon the particular skill and experience of the Consultant and its Personnel. The Consultant shall not delegate the performance of the Services except as expressly permitted under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a4ae91fc-feed-4664-afc3-683790ddbdca","order":141,"text":"Any attempted assignment in violation of this Section is void. This Agreement binds and inures to the benefit of the Parties and their respective permitted successors and assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"71b2444e-9d1b-4466-b743-0dff0b2a9b23","order":142,"text":"19. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S19"},{"id":"efbd3b7b-cc38-45f8-a91d-60a5172da506","order":143,"text":"This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation, is governed by and construed in accordance with the laws of the State of [State], without giving effect to any conflict-of-laws rule that would require the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"adb91f0c-4dec-4e08-ab01-734a80f468d3","order":144,"text":"Before commencing any proceeding, the Parties shall attempt in good faith to resolve the dispute by negotiation between senior representatives having authority to settle it, within thirty (30) days after written notice of the dispute is given. This requirement does not prevent either Party from seeking injunctive or other equitable relief at any time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"50357771-5642-4d24-90f9-80ea1d044077","order":145,"text":"Any dispute that is not resolved by negotiation shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, with the seat of the arbitration in [City and county]. The award of the arbitrator is final and binding upon the Parties, and judgment upon it may be entered in any court of competent jurisdiction. Each Party shall bear its own costs and the Parties shall share the fees of the arbitrator equally, unless the arbitrator determines otherwise. The Parties waive any right to bring or participate in any class or representative proceeding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"aeef7ece-ce4c-4fea-8475-a9e94fc39e4b","value":"arbitration","type":"add","operator":"="}]},{"id":"07535b08-07a9-4b23-aa0a-bebe9bef1124","order":146,"text":"Any dispute that is not resolved by negotiation shall be brought exclusively in the state or federal courts located in [City and county], State of [State], and each Party irrevocably submits to the personal jurisdiction of those courts and waives any objection based upon improper venue or forum non conveniens.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"aeef7ece-ce4c-4fea-8475-a9e94fc39e4b","value":"courts","type":"add","operator":"="}]},{"id":"591f0692-75af-478f-947c-a3c0677df152","order":147,"text":"EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"aeef7ece-ce4c-4fea-8475-a9e94fc39e4b","value":"courts","type":"add","operator":"="}]},{"id":"a9d3c4ed-62c8-48c1-ae99-990286f4c6e8","order":148,"text":"The existence of any arbitration, all submissions made in it and the award are confidential and shall not be disclosed except as necessary to enforce or challenge the award, to the professional advisers and insurers of a Party, or as required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"aeef7ece-ce4c-4fea-8475-a9e94fc39e4b","value":"arbitration","type":"add","operator":"="}]},{"id":"0f7337a4-0134-48c7-b7f0-1ed44b090095","order":149,"text":"To the fullest extent permitted by applicable law, and except in respect of claims for non-payment of fees, for breach of confidentiality or for infringement of intellectual property rights, neither Party may bring any action arising out of or relating to this Agreement more than one (1) year after the cause of action accrued.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"27747140-9185-46f7-8a34-ced820ed89e8","order":150,"text":"In any proceeding brought to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief to which it may be entitled.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5af3b7b9-ed74-4b38-9dbc-9c46eaffd328","order":151,"text":"20. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S20"},{"id":"1477c187-b4c6-46dd-b75e-797624606631","order":152,"text":"This Agreement, together with Exhibit A and any change order executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. In the event of any conflict between the body of this Agreement and Exhibit A, the body of this Agreement prevails unless Exhibit A expressly states otherwise and is signed by both Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b2c34a0-4c10-4e1c-a4f7-51b6e79c08b0","order":153,"text":"No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. Any pre-printed or additional terms contained in a purchase order, invoice or similar document are of no effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3a56dcc6-f13e-4034-9848-0ddb60878cbe","order":154,"text":"No failure or delay in exercising any right under this Agreement operates as a waiver of it, and no single or partial exercise precludes any further exercise of that or any other right. A waiver is effective only if given in writing and signed by the waiving Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dfd4bb3f-8943-46ea-b863-7187bb6831e9","order":155,"text":"If any provision of this Agreement is held to be invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if it cannot be so modified, severed from this Agreement, and the remaining provisions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"84dcf20a-3192-4324-9a60-cb713c168e43","order":156,"text":"Except for the indemnified persons expressly identified in this Agreement, there are no third-party beneficiaries of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2d11670a-7ea8-409e-89e2-e666c2202b90","order":157,"text":"This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one and the same instrument. Signatures delivered by electronic means, including by portable document format or by a recognized electronic signature platform, have the same legal effect as original signatures.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"89b66276-caac-4a6d-a345-1d65a9846abd","order":158,"text":"The headings in this Agreement are for convenience only and do not affect its interpretation. This Agreement is the product of negotiation between the Parties, each of which has had the opportunity to obtain independent legal advice, and shall not be construed against either Party as the drafter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"457d1a64-033a-40eb-8738-66fd46de505b","order":159,"text":"Except where this Agreement expressly provides otherwise, all remedies are cumulative and are in addition to any other remedy available at law or in equity. Each Party shall execute such further documents and take such further actions as may reasonably be necessary to give full effect to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8dba6ac9-b90f-4b2a-b85b-1c2c89851dfc","order":160,"text":"IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"marginTop":"24"},{"id":"6d9f8dbb-f06c-4a9f-a41a-60e5f28b961f","order":161,"text":"CLIENT","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"d82dd601-a8b7-4071-9e3b-9629bfe85413","order":162,"text":"[Client's legal 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