[{"id":"c12ab213-7cf8-4c70-9d31-2d0978204795","order":1,"text":"MASTER SERVICES AGREEMENT","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f57db863-fcb5-4c80-81f2-da02d733f6a2","order":2,"text":" ","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"c446df29-d9ca-413c-8512-4da1eb90181d","order":3,"text":"This Master Services Agreement (this “Agreement”) is entered into and made effective as of [Effective Date] (the “Effective Date”), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"433b80dd-f570-4fb5-8aef-7abc92214d03","order":4,"text":"[Provider Name], an individual residing at [Provider Address], [City, State, ZIP] (the “Service Provider”);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"3bbbdb72-bfd8-4dca-a30b-934170148931","value":"Entity","type":"remove","operator":"="}]},{"id":"ef8294c0-6a34-4267-a37d-0dbd4090aa78","order":5,"text":"[Provider Entity Name], a [State] [Entity Form], with its principal place of business located at [Provider Principal Address], [City, State, ZIP] (the “Service Provider”);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"3bbbdb72-bfd8-4dca-a30b-934170148931","value":"Individual","type":"remove","operator":"="}]},{"id":"b30b822e-31e9-4ea0-8dd4-aa42efb244d3","order":6,"text":"and","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"c3565d85-04ec-49e7-b2f8-c5b8c6c2e466","order":7,"text":"[Client Name], an individual residing at [Client Address], [City, State, ZIP] (the “Client”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"3c2f4247-d648-463e-9577-9e45c44db690","value":"Entity","type":"remove","operator":"="}]},{"id":"a8400e1b-556d-45f6-a0dd-71c18392fba7","order":8,"text":"[Client Entity Name], a [State] [Entity Form], with its principal place of business located at [Client Principal Address], [City, State, ZIP] (the “Client”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"3c2f4247-d648-463e-9577-9e45c44db690","value":"Individual","type":"remove","operator":"="}]},{"id":"c81658c9-7cae-4077-acdb-65347672bf22","order":9,"text":"The Service Provider and the Client are each referred to herein individually as a “Party” and collectively as the “Parties”.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f370f2b0-558c-4e28-bf36-919f7784f137","order":10,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10"},{"id":"0f89c7d9-6c96-427d-864e-e1b32b64300d","order":11,"text":"WHEREAS, the Service Provider is engaged in the business of providing certain professional services and represents that it possesses the requisite experience, skills, personnel, and resources to perform such services;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ba696c4c-a004-4d03-81ac-19c9b5924867","order":12,"text":"WHEREAS, the Client desires to engage the Service Provider to perform such services upon the terms and conditions set forth herein, and the Service Provider desires to accept such engagement;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1875d041-4324-4627-a622-209c8e85e9f0","order":13,"text":"NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"72747d7c-d06a-47c8-8fe5-d7b884b8ade1","order":14,"text":"ARTICLE 1. SERVICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"cd757c73-a4e4-4854-92fa-17545eed26dc","order":15,"text":"1.1 Engagement. Subject to the terms and conditions of this Agreement, the Client hereby engages the Service Provider, and the Service Provider hereby accepts such engagement, to provide the services described in Section 1.2 below (collectively, the “Services”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c18ec419-1c4b-4707-b602-bc02b1846056","order":16,"text":"1.2 Description of Services. The Service Provider shall provide the following Services to the Client: [Description of Services].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c1448669-e883-4daa-b89c-b6eba9723f65","order":17,"text":"1.3 Statements of Work. The Parties may from time to time enter into one or more written statements of work (each a “Statement of Work” or “SOW”) describing in greater detail the specific services, deliverables, schedules, milestones, fees, and other terms applicable to a particular project. Each Statement of Work shall be executed by both Parties and, upon execution, shall be deemed incorporated into and made a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any Statement of Work, the terms of this Agreement shall control unless the Statement of Work expressly states otherwise and is signed by an authorized representative of each Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"55f84f60-3992-4182-b15b-a39a4343f266","value":"1","type":"add","operator":"="}]},{"id":"70acc322-cf9d-4912-9f99-69a67b2ab44a","order":18,"text":"1.4 Standard of Performance. The Service Provider shall perform the Services in a professional and workmanlike manner, in accordance with the highest professional standards generally applicable to its industry, and in compliance with all applicable federal, state, and local laws, rules, and regulations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f6db2faa-8f68-4012-a4bc-e479f921dc27","order":19,"text":"1.5 Personnel. The Service Provider shall be solely responsible for the selection, supervision, compensation, and conduct of all personnel and subcontractors used to perform the Services. The Service Provider shall ensure that all such personnel and subcontractors are bound by written agreements containing confidentiality and intellectual property assignment provisions no less protective of the Client than those set forth herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"4b26c70e-55ac-4001-a2e5-6d3c5ffbf034","order":20,"text":"ARTICLE 2. TERM AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"c6ee4fc4-63f9-44f8-afb6-5eb506da13aa","order":21,"text":"2.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either Party in accordance with the provisions of this Article 2 (the “Term”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9f6c98f6-6389-4839-8db2-650d5fa8e483","value":"Fixed","type":"remove","operator":"="}]},{"id":"c0c1bc68-8728-4fbc-9c68-25004421c617","order":22,"text":"2.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of [Number of Months] months (the “Initial Term”), unless earlier terminated in accordance with this Article 2. Thereafter, this Agreement shall automatically renew for successive one-year periods (each a “Renewal Term”, and together with the Initial Term, the “Term”), unless either Party provides the other Party with written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9f6c98f6-6389-4839-8db2-650d5fa8e483","value":"Indefinite","type":"remove","operator":"="}]},{"id":"ccf80ac8-b4cb-4b34-a9e5-d76ac4e6feeb","order":23,"text":"2.2 Termination for Convenience. Either Party may terminate this Agreement, with or without cause, upon [Number of Days] days’ prior written notice to the other Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c746ccad-072f-4506-8c8e-d152f1536624","order":24,"text":"2.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party: (a) materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice describing such breach in reasonable detail; (b) becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days; or (c) ceases to conduct business in the ordinary course.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d6441a4b-7095-4708-9f61-da7a77b6e866","order":25,"text":"2.4 Effect of Termination. Upon any expiration or termination of this Agreement: (a) the Service Provider shall promptly cease all work hereunder; (b) the Client shall pay the Service Provider for all Services performed and reasonable, non-cancelable expenses incurred up to the effective date of termination; (c) each Party shall promptly return or, at the disclosing Party’s option, destroy all Confidential Information of the other Party in its possession or control; and (d) the provisions of Articles 4, 5, 6, 7, 8, 9, and 10, together with any other provisions that by their nature are intended to survive, shall survive termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f890c454-b9d1-4210-b89e-f9db73fc2aa7","order":26,"text":"ARTICLE 3. COMPENSATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"f6516646-cfcc-4216-a569-afe566e26c0b","order":27,"text":"3.1 Fees. In consideration for the Services provided hereunder, the Client shall pay the Service Provider at the hourly rate of $[Hourly Rate] per hour. The Service Provider shall maintain accurate records of all time spent performing the Services and shall provide the Client with itemized invoices reflecting hours worked, tasks performed, and personnel involved.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"19c84260-11ba-487d-80a6-e002ec2c717c","value":"Hourly","type":"add","operator":"="}]},{"id":"cb1454db-e003-4fd7-a7fb-b055778a3378","order":28,"text":"3.1 Fees. In consideration for the Services provided hereunder, the Client shall pay the Service Provider a fixed fee of $[Flat Fee Amount] (the “Fixed Fee”), payable in accordance with Section 3.2 below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"19c84260-11ba-487d-80a6-e002ec2c717c","value":"Flat","type":"add","operator":"="}]},{"id":"9cf8e926-99f2-469a-994a-d6d955c4ead4","order":29,"text":"3.1 Fees. In consideration for the Services provided hereunder, the Client shall pay the Service Provider a recurring retainer fee of $[Retainer Amount] per [Retainer Period] (the “Retainer”). The Retainer shall be payable in advance for each applicable period and is non-refundable, except as expressly provided herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"19c84260-11ba-487d-80a6-e002ec2c717c","value":"Retainer","type":"add","operator":"="}]},{"id":"3e473100-bc36-4455-af83-119899b05c6f","order":30,"text":"3.1 Fees. In consideration for the Services provided hereunder, the Client shall pay the Service Provider on a milestone basis as follows: [Milestone Schedule and Amounts]. Each milestone payment shall become due upon the Service Provider’s satisfaction of the corresponding milestone, as confirmed in writing by the Client (which confirmation shall not be unreasonably withheld, conditioned, or delayed).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"19c84260-11ba-487d-80a6-e002ec2c717c","value":"Milestone","type":"add","operator":"="}]},{"id":"fd81ebf2-50fa-443b-b187-a7babf493f0d","order":31,"text":"3.2 Invoicing and Payment Terms. The Service Provider shall submit invoices to the Client on a monthly basis, or as otherwise agreed in a Statement of Work. Each invoice shall be due and payable within [Payment Terms] days of the Client’s receipt of such invoice (the “Payment Due Date”). All payments shall be made in U.S. dollars by check, wire transfer, ACH, or other commercially reasonable method designated by the Service Provider in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b26530b-b2c7-439a-a094-b1b0b9671eb1","order":32,"text":"3.3 Late Payments. Any amount not paid by the Payment Due Date shall accrue interest at the lesser of (i) [Late Fee Rate]% per month, or (ii) the maximum rate permitted under applicable law, in each case from the Payment Due Date until the date paid in full. The Service Provider reserves the right to suspend performance of the Services until any past-due amounts are paid in full, without prejudice to any other rights or remedies available at law or in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a674ecfb-1e2a-4fa1-9545-80bbc0901f01","order":33,"text":"3.4 Taxes. All fees and other amounts payable by the Client under this Agreement are exclusive of any sales, use, value-added, or similar taxes (other than taxes imposed on the Service Provider’s net income), which shall be the sole responsibility of the Client. The Client shall pay all such taxes when due, or, if paid by the Service Provider, shall reimburse the Service Provider promptly upon receipt of an invoice reflecting such taxes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a80e741-14b1-40b1-9c4c-ebb621f30c30","order":34,"text":"3.5 Disputed Invoices. If the Client in good faith disputes any portion of an invoice, it shall pay the undisputed portion when due and shall notify the Service Provider in writing of the disputed amount and the basis for the dispute within fifteen (15) days following receipt of such invoice. The Parties shall thereafter use good faith efforts to resolve the dispute promptly. The Client’s failure to provide such notice within the foregoing period shall constitute its acceptance of the invoice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"06bad5e8-9c0c-4335-b477-63303863747f","order":35,"text":"ARTICLE 4. EXPENSES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"bd3902cb-9622-4784-8958-71dcd1bc0642","order":36,"text":"4.1 Expenses. Except as expressly set forth in a Statement of Work, the fees set forth in Article 3 are inclusive of all costs and expenses incurred by the Service Provider in connection with the performance of the Services, and the Service Provider shall not be entitled to reimbursement of any such costs or expenses.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"602f240d-7fb5-4676-823d-b031d50ba466","value":"Included","type":"add","operator":"="}]},{"id":"10b8515a-c4ae-4e11-9408-8d16046cffdc","order":37,"text":"4.1 Reimbursable Expenses. The Client shall reimburse the Service Provider for all reasonable, documented, out-of-pocket expenses incurred in the performance of the Services, provided that any individual expense in excess of $500 shall require the Client’s prior written approval. The Service Provider shall submit, with each invoice, an itemized statement of expenses together with receipts or other reasonable documentation. All reimbursable expenses shall be billed at cost, without markup.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"602f240d-7fb5-4676-823d-b031d50ba466","value":"Reimbursed","type":"add","operator":"="}]},{"id":"0ac96f2a-9ae2-48a5-9077-3302d3cb59db","order":38,"text":"4.1 No Expenses. Each Party shall bear its own costs and expenses incurred in connection with the negotiation, execution, and performance of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"602f240d-7fb5-4676-823d-b031d50ba466","value":"None","type":"add","operator":"="}]},{"id":"62200f3c-8fc7-403e-9c9f-d57630c1ff5d","order":39,"text":"ARTICLE 5. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"9402133b-6124-46be-98b4-f4534e6f1c69","order":40,"text":"5.1 Definition. “Confidential Information” means any and all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, in writing, or in any other form, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, customer lists, pricing, financial information, technical data, know-how, trade secrets, software, designs, and the existence and terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a4510c4a-b5ea-4a90-be11-d26a31f6b3ca","order":41,"text":"5.2 Obligations. The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence and protect it with at least the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than a reasonable standard of care; (b) use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; and (c) not disclose the Confidential Information to any third party other than its employees, contractors, agents, and professional advisors who have a bona fide need to know and who are bound by written confidentiality obligations no less protective than those set forth herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b065c0b7-57ef-4496-b797-ee7c7afce500","order":42,"text":"5.3 Exceptions. The obligations set forth in this Article 5 shall not apply to information that the Receiving Party can demonstrate by written records: (a) was rightfully known to the Receiving Party prior to disclosure without any obligation of confidentiality; (b) is or becomes publicly available through no fault of the Receiving Party; (c) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"47fdd013-4569-44d6-886c-7006595b071c","order":43,"text":"5.4 Compelled Disclosure. If the Receiving Party is required by applicable law, regulation, or valid legal process to disclose any Confidential Information, the Receiving Party shall, to the extent legally permissible, promptly notify the Disclosing Party in writing prior to such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall reasonably cooperate, at the Disclosing Party’s expense, with the Disclosing Party’s efforts to obtain such protection.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"58bcebba-683b-45ce-82de-de63298ba829","order":44,"text":"5.5 Term. The obligations of confidentiality set forth in this Article 5 shall survive the expiration or termination of this Agreement for a period of [Number of Years] years; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue for so long as such information remains a trade secret.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"89a2f62e-94e6-4e3b-abed-77d2f95bc30b","order":45,"text":"ARTICLE 6. INTELLECTUAL PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"a7f72e6a-22a2-4c6f-9fd5-6b5202ed57a6","order":46,"text":"6.1 Work Product. All deliverables, work product, materials, inventions, discoveries, improvements, designs, developments, and other tangible or intangible results of the Services, including all intellectual property rights therein (collectively, the “Work Product”), shall be the sole and exclusive property of the Client. The Service Provider hereby irrevocably assigns and transfers to the Client all of its right, title, and interest in and to the Work Product, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights, throughout the world. To the extent any Work Product qualifies as a “work made for hire” under the U.S. Copyright Act, it shall be deemed such, and the Client shall be deemed the author thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0fcf19e1-fec0-4818-8f85-c8d15a3bb9d2","value":"ClientOwns","type":"add","operator":"="}]},{"id":"855f2fd5-4cc2-4b1c-a234-25b5d52a428a","order":47,"text":"6.1 Work Product. The Service Provider shall retain all right, title, and interest in and to all deliverables, work product, materials, inventions, discoveries, improvements, designs, developments, and other tangible or intangible results of the Services, including all intellectual property rights therein (collectively, the “Work Product”). Subject to the Client’s payment of all amounts due under this Agreement, the Service Provider hereby grants to the Client a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, and distribute the Work Product solely for the Client’s internal business purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0fcf19e1-fec0-4818-8f85-c8d15a3bb9d2","value":"ProviderRetains","type":"add","operator":"="}]},{"id":"f003140a-a8a9-4f6a-b880-54ef2f0d959c","order":48,"text":"6.1 Work Product. All deliverables specifically created by the Service Provider for the Client under this Agreement (the “Deliverables”) shall be the sole and exclusive property of the Client, and the Service Provider hereby irrevocably assigns and transfers to the Client all of its right, title, and interest therein, including all intellectual property rights. Notwithstanding the foregoing, the Service Provider shall retain all right, title, and interest in and to (i) any pre-existing materials, methodologies, tools, frameworks, software, know-how, and intellectual property owned by the Service Provider prior to or independently of this Agreement, and (ii) any general improvements, modifications, or derivatives thereof developed during the performance of the Services (collectively, the “Provider Tools”). To the extent the Deliverables incorporate any Provider Tools, the Service Provider hereby grants the Client a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use such Provider Tools solely as embedded in or necessary for the use of the Deliverables.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0fcf19e1-fec0-4818-8f85-c8d15a3bb9d2","value":"Hybrid","type":"add","operator":"="}]},{"id":"8aa1b210-b34b-4018-a4e5-7b70f0ed6e48","order":49,"text":"6.2 Further Assurances. The Service Provider shall, at the Client’s reasonable request and expense, execute and deliver such further documents and take such further actions as may be necessary or desirable to perfect, record, or enforce the Client’s rights in and to the Work Product or Deliverables, as applicable, including executing assignments, declarations, and other instruments and providing reasonable cooperation in any prosecution or enforcement proceeding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e08f5b60-975f-4b75-9bf0-626728ebe538","order":50,"text":"6.3 Moral Rights. To the maximum extent permitted by applicable law, the Service Provider hereby waives, and agrees not to assert, any and all moral rights, rights of attribution, rights of integrity, and similar rights (however denominated) in the Work Product or Deliverables.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6dc34a8f-cc22-401a-863c-54c5f4e919b4","order":51,"text":"ARTICLE 7. INDEPENDENT CONTRACTOR","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"80d798a6-20cb-4ee5-ab5b-5b6659c84591","order":52,"text":"7.1 Relationship of the Parties. The Service Provider is an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Neither Party has the authority to bind the other or to incur any obligation on the other’s behalf, except as expressly authorized in writing by the other Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9177d0a2-2e34-4abd-9e82-43133a17ef0a","order":53,"text":"7.2 No Benefits. The Service Provider acknowledges and agrees that neither the Service Provider nor any of its personnel shall be eligible to participate in any employee benefit plan, program, or arrangement maintained by the Client, including without limitation any health, dental, vision, life insurance, retirement, profit-sharing, stock option, or paid time off plans. The Service Provider shall be solely responsible for all federal, state, and local income taxes, self-employment taxes, social security contributions, unemployment insurance, workers’ compensation, and other taxes and contributions imposed on or with respect to the compensation paid hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"89c692d9-fae9-4343-83b4-93a1c9a83f70","order":54,"text":"7.3 Insurance. The Service Provider shall maintain, at its sole cost and expense, such insurance coverage as is reasonable and customary for the type and scope of the Services, including, without limitation, commercial general liability insurance, professional liability (errors and omissions) insurance, and, where applicable, workers’ compensation insurance. Upon the Client’s reasonable request, the Service Provider shall furnish certificates of insurance evidencing such coverage.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"b43dd53d-4b7f-4b32-b242-3557575c1754","order":55,"text":"ARTICLE 8. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"076763fb-fc95-4be2-942d-104d1518ac9c","order":56,"text":"8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other that: (a) it has the full right, power, and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement does not and will not conflict with or violate any other agreement, obligation, or law to which it is subject; and (c) it shall comply with all applicable federal, state, and local laws, rules, and regulations in the performance of its obligations hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbb842f4-2d3b-4c17-a352-81e36fef665e","order":57,"text":"8.2 Service Provider Warranties. The Service Provider further represents and warrants that: (a) the Services shall be performed in a professional and workmanlike manner consistent with industry standards; (b) the Work Product shall not infringe, misappropriate, or otherwise violate any intellectual property right or other proprietary right of any third party; and (c) the Service Provider has and shall maintain all licenses, permits, and authorizations necessary to perform the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7dfcda0b-0be1-49f5-a571-845bbbd3911f","order":58,"text":"8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY 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":"8d981327-cc91-4707-abe7-a275b348c3a8","order":59,"text":"8.4 Mutual Indemnification. Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party and its officers, directors, employees, agents, and affiliates (collectively, the “Indemnified Parties”) from and against any and all third-party claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to: (a) the Indemnifying Party’s breach of any representation, warranty, or covenant in this Agreement; (b) the Indemnifying Party’s gross negligence or willful misconduct; or (c) any infringement, misappropriation, or violation by the Indemnifying Party of the intellectual property rights of any third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"61f4aa4e-7d83-4622-b7d1-92f4c0637141","value":"Mutual","type":"add","operator":"="}]},{"id":"cc9b4236-64b4-42c6-b1d3-9e42bc305a9b","order":60,"text":"8.4 Service Provider Indemnification. The Service Provider shall defend, indemnify, and hold harmless the Client and its officers, directors, employees, agents, and affiliates (collectively, the “Client Indemnified Parties”) from and against any and all third-party claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Service Provider’s breach of any representation, warranty, or covenant in this Agreement; (b) the Service Provider’s negligence or willful misconduct; (c) any claim that the Work Product or Services infringe, misappropriate, or otherwise violate the intellectual property rights of any third party; or (d) any bodily injury or property damage caused by the Service Provider or its personnel.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"61f4aa4e-7d83-4622-b7d1-92f4c0637141","value":"ProviderOnly","type":"add","operator":"="}]},{"id":"171efc9d-aa49-4ead-a18a-011889efad96","order":61,"text":"8.5 Indemnification Procedure. The Indemnified Parties shall: (a) promptly notify the Indemnifying Party in writing of any Claim for which indemnification is sought (provided that any failure or delay in providing such notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced thereby); (b) grant the Indemnifying Party sole control of the defense and settlement of such Claim (provided that no settlement shall impose any liability or obligation on any Indemnified Party without its prior written consent); and (c) provide reasonable cooperation in the defense and settlement, at the Indemnifying Party’s expense.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"8b18c234-2557-4265-8e3f-fd49ee75ac0c","order":62,"text":"ARTICLE 9. LIMITATION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"6b7fffd8-1838-4219-b1b5-4ef03da2040c","order":63,"text":"9.1 Exclusion of Consequential Damages. EXCEPT WITH RESPECT TO (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 8, (B) A PARTY’S BREACH OF ARTICLE 5 (CONFIDENTIALITY), (C) THE SERVICE PROVIDER’S BREACH OF ARTICLE 6 (INTELLECTUAL PROPERTY), AND (D) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH SUCH CLAIM IS BASED AND EVEN IF SUCH 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":"760f1f99-aa2d-4989-993b-b3c9615036e9","order":64,"text":"9.2 Cap on Liability. EXCEPT WITH RESPECT TO THE CARVE-OUTS LISTED IN SECTION 9.1, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"70cb35ef-882d-4f14-a937-1dc3db5e6101","value":"FeesPaid","type":"add","operator":"="}]},{"id":"2148efa0-8fec-4cd4-afab-f75babe35050","order":65,"text":"9.2 Cap on Liability. EXCEPT WITH RESPECT TO THE CARVE-OUTS LISTED IN SECTION 9.1, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED $[Liability Cap Amount].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"70cb35ef-882d-4f14-a937-1dc3db5e6101","value":"Fixed","type":"add","operator":"="}]},{"id":"46535123-d11b-44e9-a76f-bfee624c58ac","order":66,"text":"9.3 Allocation of Risk. The Parties acknowledge and agree that the limitations and exclusions set forth in this Article 9 reflect a deliberate and bargained-for allocation of risk between them and form an essential basis of the Parties’ agreement to enter into this Agreement, without which neither Party would have agreed to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5b81f4f5-c709-4094-b535-a8aa18f17d05","order":67,"text":"ARTICLE 10. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"cc333e46-d855-48f9-bb76-3cac6ccfb2e3","order":68,"text":"10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing State], without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5ea2e47-998b-4f9d-80b0-e4e00a7fbba9","order":69,"text":"10.2 Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity hereof, shall be exclusively resolved by the state and federal courts of competent jurisdiction located in [Venue City], [Governing State], and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue therein. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a2cbe670-9d9f-4b15-a6ce-a2adb2bb0b5f","value":"Courts","type":"add","operator":"="}]},{"id":"6f64a350-0f97-47f2-b30a-cac2d8da6af9","order":70,"text":"10.2 Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity hereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in [Venue City], [Governing State], before a single arbitrator selected in accordance with the AAA Rules. The arbitrator’s award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to prevent or restrain the breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a2cbe670-9d9f-4b15-a6ce-a2adb2bb0b5f","value":"AAA","type":"add","operator":"="}]},{"id":"0be32892-32c5-425b-b05b-e2dbf28cc3e5","order":71,"text":"10.2 Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity hereof, shall be finally resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted in [Venue City], [Governing State], before a single arbitrator. The arbitrator’s award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to prevent or restrain the breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a2cbe670-9d9f-4b15-a6ce-a2adb2bb0b5f","value":"JAMS","type":"add","operator":"="}]},{"id":"0c088d55-06a6-4bb3-ad1b-78fbaa099e30","order":72,"text":"10.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed duly given (a) when delivered personally; (b) on the date sent by email (with confirmation of transmission); (c) on the third (3rd) business day after deposit in the U.S. mail, certified or registered, return receipt requested, postage prepaid; or (d) on the next business day after deposit with a nationally recognized overnight courier, in each case to the address or email designated by the receiving Party in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"694ed7c2-d149-4d6f-8564-c488c2757d6a","order":73,"text":"Notices to the Service Provider: [Provider Notice Email]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"189cecd5-cb69-467b-93d8-f7587956edb0","order":74,"text":"Notices to the Client: [Client Notice Email]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b69d03bc-5d7d-4512-9ec7-711ef80ae219","order":75,"text":"10.4 Entire Agreement. This Agreement, together with all Statements of Work and exhibits attached hereto or referenced herein, constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, with respect to such subject matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8cd0673f-71ea-45a3-9e20-d6592b520651","order":76,"text":"10.5 Amendment and Modification. This Agreement may be amended, modified, or supplemented only by a written instrument signed by an authorized representative of each Party. No course of dealing, course of performance, or usage of trade shall be deemed to modify the terms hereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fc74a86f-1962-4728-8c61-abed924fc6f4","order":77,"text":"10.6 Waiver. No waiver of any provision of this Agreement, or of any rights or obligations of any Party hereunder, shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of such right or any other right.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"436babef-f84c-4244-af32-e19f340e3642","order":78,"text":"10.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision hereof, or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1991e652-cb82-4718-af5b-f7ea71cab655","order":79,"text":"10.8 Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned, or delayed); provided, however, that either Party may assign this Agreement, without consent, to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is null and void. This Agreement is binding upon 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":"58407734-b1df-4642-8b80-9a28d25c49c4","order":80,"text":"10.9 Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have breached this Agreement, for any failure or delay in fulfilling or performing any term hereof (except for any obligations to make payments) when and to the extent such failure or delay is caused by acts of God, flood, fire, earthquake, epidemic, pandemic, explosion, war, terrorism, invasion, riot, civil unrest, embargo, governmental orders, national or regional emergency, strike, labor stoppage, or other similar events beyond such Party’s reasonable control. The affected Party shall give prompt written notice to the other Party and shall use commercially reasonable efforts to mitigate the effect and resume performance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b6d55f78-25de-4f35-b007-f7b2b619064a","order":81,"text":"10.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5e814f44-b8f3-41dd-9bda-20165c33d6fc","order":82,"text":"10.11 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. References to “including” shall be deemed to be followed by “without limitation”.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"db551abe-9a48-4252-9d2b-2cadaf089c6d","order":83,"text":"10.12 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including in PDF or any electronic signature platform such as DocuSign or Adobe Sign), and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5fba5b56-020d-4857-819f-0e43b87bf6ff","order":84,"text":"IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date set forth above, in [State], on [Execution Date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"marginTop":"10"},{"id":"06ccec1f-4c11-41ee-b267-301d651acee6","order":85,"text":"THE SERVICE PROVIDER","fontSize":"14","textAlign":"left","bold":true,"underline":true,"marginBottom":"20","cflou":false,"active":true},{"id":"b911195a-06a7-4fe1-839e-5ddf80b4fcbf","order":86,"text":"By: ____________________________________
Name: [Provider Name]
Title: Individual","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"3bbbdb72-bfd8-4dca-a30b-934170148931","value":"Entity","type":"remove","operator":"="}]},{"id":"4c3d5490-cd73-4cfd-b8dd-aa13f897ad8d","order":87,"text":"[Provider Entity Name]
By: ____________________________________
Name: [Authorized Signatory Name]
Title: [Title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"3bbbdb72-bfd8-4dca-a30b-934170148931","value":"Individual","type":"remove","operator":"="}]},{"id":"450900dc-8dac-49fb-9ab5-be14d49df82c","order":88,"text":"THE CLIENT","fontSize":"14","textAlign":"left","bold":true,"underline":true,"marginBottom":"20","cflou":false,"active":true},{"id":"3dde98a3-e4ef-4479-95de-007f481cffcd","order":89,"text":"By: ____________________________________
Name: [Client Name]
Title: Individual","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"3c2f4247-d648-463e-9577-9e45c44db690","value":"Entity","type":"remove","operator":"="}]},{"id":"b9a15213-f821-478c-bf0b-8b64d46e643e","order":90,"text":"[Client Entity Name]
By: ____________________________________
Name: [Authorized Signatory Name]
Title: [Title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"3c2f4247-d648-463e-9577-9e45c44db690","value":"Individual","type":"remove","operator":"="}]},{"id":"5c3ee4e1-4a62-4fbe-bb6c-75a703a81406","order":91,"text":"Document generated on captain.legal — © All rights reserved.","fontSize":"10","textAlign":"center","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true,"isFooter":true}]