Common use of Fees and Payments Clause in Contracts

Fees and Payments. In consideration of the Services provided and the rights granted to the Client under this Agreement, the Client shall compensate the Marketer as follows: a [one-time/monthly/quarterly] fee of [AMOUNT IN WORDS] dollars ($[AMOUNT]), or the fees outlined in Schedule 1, for the Services described therein (the "Fixed Fee Services"). This amount shall include any costs for materials or other expenses incurred by the Marketer in providing such Services; and/or compensation on a time and materials basis for the Services specified in Schedule 1 (the "Variable Fee Services"), calculated based on the [daily/hourly] rates specified in Schedule 1, along with the actual costs incurred for materials, equipment, and third party services necessary for the provision of such Services. These costs shall not exceed [AMOUNT IN WORDS] dollars ($[AMOUNT]) in any [month/quarter] without [the Client’s prior written consent/prior written notice to the Client]. The Client agrees to [pay/reimburse] the Marketer for all [actual, documented, and] reasonable travel and out-of-pocket expenses incurred in connection with the Services, provided that such expenses are [approved in advance in writing by the Client] and [comply with the Client’s standard travel and expense policy, attached as Exhibit [LETTER]]. The Marketer shall issue [monthly/quarterly] invoices to the Client, detailing the fees due and a breakdown of any reimbursable expenses as set forth in Section 6.2. Payment of the fees outlined in Section 6.1, along with [payment/reimbursement] of expenses under Section 6.2, shall constitute full compensation for the Services. The Client shall not be responsible for any additional fees, costs, or expenses. The Client shall remit all properly invoiced amounts to the Marketer within [NUMBER] days of receiving the invoice, except for any amounts disputed in good faith in accordance with Section 6.7. Payments shall be made [in U.S. dollars] via check or wire transfer. All fees payable by the Client under this Agreement are [exclusive/inclusive] of any goods and services taxes, sales taxes, service charges, use taxes, excise taxes, or any other similar duties or levies imposed by a governmental or regulatory authority. The Marketer shall be responsible for any taxes imposed on its income, revenues, personnel, or property. The Client shall notify the Marketer in writing of any dispute related to an invoice, providing [substantiating documentation/a reasonably detailed description of the dispute], within [NUMBER] [days/Business Days] from [the date/the Client’s receipt] of the invoice. If no dispute is raised within this timeframe, the invoice shall be deemed accepted, and the Client shall pay all undisputed amounts within the timeframe specified in Section 6.5. The Parties shall work in good faith to resolve any disputes promptly. Except for properly disputed amounts, the Client shall pay interest on all late payments, calculated daily and compounded [monthly/bi-monthly/quarterly], at the lesser of [NUMBER]% per month or the highest rate permitted by law. The Client shall also reimburse the Marketer for any [reasonable] costs incurred in collecting late payments, including, without limitation, legal fees. Each Party represents, warrants, and covenants to the other that: it is a legal entity duly organized, validly existing, and in good standing under the laws of its [incorporation/formation] jurisdiction; it is duly qualified to conduct business and remains in good standing in all jurisdictions where such qualification is required for the purposes of this Agreement, except where failure to maintain such qualification, in the aggregate, [would/could] not reasonably be expected to adversely affect its ability to fulfill its obligations under this Agreement; it possesses full [corporate] power and authority to enter into this Agreement, grant the rights and licenses provided herein, and perform its obligations under this Agreement; it has not, and will not during the Term, enter into any oral or written agreements or negotiations with a third party that would impair the rights granted to the other Party under this Agreement or limit its enforceability. Further, it is not aware of any legal actions or proceedings that may impair or restrict the rights granted herein; the execution and delivery of this Agreement by its designated representative, whose signature appears below, have been duly authorized by all necessary [corporate] actions; this Agreement has been properly executed and delivered by such Party and, assuming due authorization, execution, and delivery by the other Party, constitutes a legally valid and binding obligation of that Party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws, or by equitable principles affecting creditors' rights generally; and it is, and shall remain throughout the Term, in compliance with all applicable laws relevant to the performance of its obligations under this Agreement, except where failure to comply [would/could] not, in the aggregate, reasonably be expected to have a material adverse effect on the other Party’s [business/ability to fulfill its obligations under this Agreement]. The Marketer represents, warrants, and covenants to the Client that: it has obtained, or shall obtain no later than [DATE], and shall maintain in full force and effect during [and after] the Term, as applicable, all necessary licenses, permits, consents, and authorizations reasonably required for the Campaign and the provision of the Services, including [ANY SPECIFIC LICENSES, PERMITS, CONSENTS, AND AUTHORIZATIONS]; it shall comply, and shall ensure that all Marketer Personnel and permitted third party providers comply, with all specifications, rules, regulations, and policies of the Client that are communicated in writing; the Client shall receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind; [to the Marketer’s knowledge,] neither the Services nor the Deliverables, nor the Client’s use thereof, infringe or will infringe upon any [registered] Intellectual Property Rights of any third party under the laws of the United States [or any additional jurisdictions]. As of the Effective Date, there are no known pending or threatened claims, suits, litigation, or other proceedings against the Marketer alleging such infringement; and no Deliverables provided in electronic form by the Marketer to the Client contain, or will contain: (i) any trojan horse, worm, backdoor, or other software or hardware device designed to permit unauthorized access or to disable, erase, or otherwise harm any computer system or software; or (ii) any time bomb, drop-dead device, or other software or hardware device designed to disable a program automatically with the passage of time or under the control of any party other than an authorized licensee or owner of the program’s rights. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, REVENUE, OR PROFIT, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION. THIS LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARISE FROM A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND IRRESPECTIVE OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES’ [LIABILITY FOR INDEMNIFICATION], EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED [NUMBER] TIMES THE TOTAL AMOUNT PAID [AND ACCRUED BUT NOT YET PAID] TO THE MARKETER PURSUANT TO THIS AGREEMENT [IN THE [NUMBER] [YEAR/MONTH] PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM] [OR [AMOUNT IN WORDS] DOLLARS ($[AMOUNT]), WHICHEVER IS LESS]. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 9; (ii) is or becomes available to the Recipient on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.

Fees and Payments. In consideration Client shall reimburse UPRR for all Costs (as defined below), in an amount not to exceed [$115.000] (One Hundred Fifteen Thousand Dollars) (the "Maximum Cost") related to UPRR's performance of the Services. On the date of execution of this Agreement, UPRR may require that Client provide a refundable deposit to UPRR (the "Deposit"). If a Deposit is required, the amount of the Deposit will be set forth on Exhibit A hereto. To the extent that Services are performed by UPRR, the Deposit will be applied against the total Cost of such Services plus Taxes (as defined below). Notwithstanding the foregoing, if the total Cost of the Services provided and plus Taxes is less than the rights granted to the Client under this AgreementDeposit amount, the Client parties agree that UPRR shall compensate refund the Marketer as follows: a [onedifference to Client. If UPRR is required to pay or collect any federal, state, local, sales and use, value-time/monthly/quarterly] fee of [AMOUNT IN WORDS] dollars ($[AMOUNT])added, or the fees outlined in Schedule 1, for the Services described therein (the "Fixed Fee Services"). This amount shall include any costs for materials or other expenses incurred by the Marketer in providing such Services; and/or compensation on a time and materials basis for the Services specified in Schedule 1 (the "Variable Fee Services"), calculated based on the [daily/hourly] rates specified in Schedule 1, along with the actual costs incurred for materials, equipment, and third party services necessary for the provision of such Services. These costs shall not exceed [AMOUNT IN WORDS] dollars ($[AMOUNT]) in any [month/quarter] without [the Client’s prior written consent/prior written notice to the Client]. The Client agrees to [pay/reimburse] the Marketer for all [actual, documented, and] reasonable travel and out-of-pocket expenses incurred in connection with the Services, provided that such expenses are [approved in advance in writing by the Client] and [comply with the Client’s standard travel and expense policy, attached as Exhibit [LETTER]]. The Marketer shall issue [monthly/quarterly] invoices to the Client, detailing the fees due and a breakdown of any reimbursable expenses as set forth in Section 6.2. Payment of the fees outlined in Section 6.1, along with [payment/reimbursement] of expenses under Section 6.2, shall constitute full compensation for the Services. The Client shall not be responsible for any additional fees, costs, or expenses. The Client shall remit all properly invoiced amounts to the Marketer within [NUMBER] days of receiving the invoice, except for any amounts disputed in good faith in accordance with Section 6.7. Payments shall be made [in U.S. dollars] via check or wire transfer. All fees payable by the Client under this Agreement are [exclusive/inclusive] of any goods and services taxes, sales taxes, service charges, use taxes, excise taxesservices, or any other similar taxes and/or duties imposed on the Services provided as a result of this Agreement including, but not limited to, faxes and/or duties imposed on the Services or levies imposed by a governmental on tangible/intangible property consumed in, or regulatory authority. The Marketer acquired for, the provisioning of the Services, then such taxes and/or duties shall be responsible for invoiced to and paid by Client pursuant to the terms herein; provided, however, that Client shall not be required to pay any taxes imposed based on its UPRR's net income. For purposes of this agreement, revenues"Taxes" shall mean all amounts reimbursable pursuant to the preceding sentence. In addition, personnel, or property. The Client shall notify Taxes are separate and apart from Cost and are an addition to the Marketer in writing of any dispute related to an invoice, providing [substantiating documentation/a reasonably detailed description of the dispute], within [NUMBER] [days/Business Days] from [the date/the Client’s receipt] of the invoice. If no dispute is raised within this timeframe, the invoice shall be deemed accepted, and the Client shall pay all undisputed amounts within the timeframe specified in Section 6.5. The Parties shall work in good faith to resolve any disputes promptlyMaximum Cost. Except for properly disputed amountsin relation to Taxes, (the Client Maximum Cost may only be increased with Client's written consent. Any amount not paid within thirty (30) days following delivery of an invoice by UPRR shall pay accrue interest on all late payments, calculated daily and compounded [monthly/bi-monthly/quarterly], at the lesser a rate of [NUMBER]% one percent (1%) per month or the highest rate permitted by lawmaximum lawful rate, whichever is less. The Client For purposes of this Agreement, "Cost" shall also reimburse mean all costs and expenses paid to a UPRR Contractor for the Marketer performance of any of the Services, and all costs and expenses of t▇▇▇▇, travel, lodging, meals, supplies and material incurred for any [reasonable] costs incurred or in collecting late paymentsconnection with UPRR's provision of the Services, including, without limitation, legal fees. Each Party represents, warrantsdelivery charges, and covenants UPRR's additives (includes direct and indirect labor additives and overhead) as set forth in Exhibit A. Notwithstanding the foregoing, additives are subject to the other that: it is a legal entity duly organized, validly existing, and periodic adjustments by UPRR in good standing under the laws of its [incorporation/formation] jurisdiction; it is duly qualified to conduct business and remains in good standing in all jurisdictions where such qualification is required for the purposes of this Agreement, except where failure to maintain such qualification, in the aggregate, [would/could] not reasonably be expected to adversely affect its ability to fulfill its obligations under this Agreement; it possesses full [corporate] power and authority to enter into this Agreement, grant the rights and licenses provided herein, and perform its obligations under this Agreement; it has not, and will not during the Term, enter into any oral or written agreements or negotiations with a third party that would impair the rights granted to the other Party under this Agreement or limit its enforceability. Further, it is not aware of any legal actions or proceedings that may impair or restrict the rights granted herein; the execution and delivery of this Agreement by its designated representative, whose signature appears below, have been duly authorized by all necessary [corporate] actions; this Agreement has been properly executed and delivered by such Party and, assuming due authorization, execution, and delivery by the other Party, constitutes a legally valid and binding obligation of that Party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws, or by equitable principles affecting creditors' rights generally; and it is, and shall remain throughout the Term, in compliance with all applicable laws relevant to the performance of its obligations under this Agreement, except where failure to comply [would/could] not, in the aggregate, reasonably be expected to have a material adverse effect on the other Party’s [business/ability to fulfill its obligations under this Agreement]. The Marketer represents, warrants, and covenants to the Client that: it has obtained, or shall obtain no later than [DATE], and shall maintain in full force and effect during [and after] the Term, as applicable, all necessary licenses, permits, consents, and authorizations reasonably required for the Campaign and the provision of the Services, including [ANY SPECIFIC LICENSES, PERMITS, CONSENTS, AND AUTHORIZATIONS]; it shall comply, and shall ensure that all Marketer Personnel and permitted third party providers comply, with all specifications, rules, regulations, and policies of the Client that are communicated in writing; the Client shall receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind; [to the Marketer’s knowledge,] neither the Services nor the Deliverables, nor the Client’s use thereof, infringe or will infringe upon any [registered] Intellectual Property Rights of any third party under the laws of the United States [or any additional jurisdictions]. As of the Effective Date, there are no known pending or threatened claims, suits, litigation, or other proceedings against the Marketer alleging such infringement; and no Deliverables provided in electronic form by the Marketer to the Client contain, or will contain: (i) any trojan horse, worm, backdoor, or other software or hardware device designed to permit unauthorized access or to disable, erase, or otherwise harm any computer system or software; or (ii) any time bomb, drop-dead device, or other software or hardware device designed to disable a program automatically with the passage of time or under the control of any party other than an authorized licensee or owner of the program’s rights. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, REVENUE, OR PROFIT, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION. THIS LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARISE FROM A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND IRRESPECTIVE OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES’ [LIABILITY FOR INDEMNIFICATION], EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED [NUMBER] TIMES THE TOTAL AMOUNT PAID [AND ACCRUED BUT NOT YET PAID] TO THE MARKETER PURSUANT TO THIS AGREEMENT [IN THE [NUMBER] [YEAR/MONTH] PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM] [OR [AMOUNT IN WORDS] DOLLARS ($[AMOUNT]), WHICHEVER IS LESS]. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 9; (ii) is or becomes available to the Recipient on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationsole discretion.

Fees and Payments. In consideration of the Services provided and the rights granted to the 4.1. {Client under this Agreement, the Client Abbrv.} shall compensate the Marketer as follows: a [one-time/monthly/quarterly] fee of [AMOUNT IN WORDS] dollars ($[AMOUNT]), or the fees outlined in Schedule 1, pay Daou’s Fees for the Services described therein (rendered and/or Deliverables provided by Daou per the "Fixed Fee Services")terms of the applicable SOW. 4.2. This amount shall include any costs Customary and reasonable out-of-pocket expenses for materials or other travel, subsistence, certain communications, and similar business expenses incurred by Daou in the Marketer provision of the SOW will be billed, at actual cost, to {Client Abbrv.}. 4.3. Other costs to {Client Abbrv.} specified in providing such Services; and/or compensation the applicable SOW (e.g., equipment provided by Daou, third-party licensing fees, etc.) shall be billed to {Client Abbrv.} per the payment terms specified therein. 4.4. Unless otherwise specified in the applicable SOW, Daou may invoice {Client Abbrv.} on a time and materials monthly or semi-monthly basis as defined in the SOW for the Services specified in Schedule 1 (the "Variable Fee Services")rendered, calculated based on the [daily/hourly] rates specified in Schedule 1Deliverables provided, along with the actual costs incurred for materials, equipment, and third party services necessary for the provision of such Services. These costs shall not exceed [AMOUNT IN WORDS] dollars ($[AMOUNT]) in any [month/quarter] without [the Client’s prior written consent/prior written notice to the Client]. The Client agrees to [pay/reimburse] the Marketer for all [actual, documented, and] reasonable travel and out-of-pocket expenses incurred in connection with the Services, provided that such expenses are [approved in advance in writing by the Client] Daou. Daou’s bill▇▇▇▇ ▇▇ Client shall be governed by Daou’s Billing Policies and [comply with the Client’s standard travel and expense policy, Rate Structure attached as Exhibit [LETTER]]. The Marketer shall issue [monthly/quarterly] invoices Attachment A to the Client, detailing the fees due and a breakdown of any reimbursable expenses as set forth in Section 6.2SOW. 4.5. Payment is due within thirty (30) days of the fees outlined in Section 6.1date of Daou’s invoice. Daou shall assess {Client Abbrv.} a late payment charge on any undisputed amount that remains unpaid after it is due, along with [payment/reimbursement] computed at the lesser of expenses under Section 6.2, shall constitute full compensation for one and one-half percent (1½%) per month or the Servicesmaximum rate permitted by law. The {Client Abbrv.} shall not be responsible for any additional fees, costs, or expenses. The Client shall remit all properly invoiced amounts to the Marketer within [NUMBER] days of receiving the invoice, except for any assessed a late payment charge on amounts disputed in good faith in accordance with Section 6.7. Payments shall be made [in U.S. dollars] via check or wire transfer. All fees payable by the for which {Client under this Agreement are [exclusive/inclusive] of any goods and services taxesAbbrv.} submits to Daou a written, sales taxes, service charges, use taxes, excise taxes, or any other similar duties or levies imposed by a governmental or regulatory authority. The Marketer shall be responsible for any taxes imposed on its income, revenues, personnel, or property. The Client shall notify the Marketer in writing of any dispute related to an invoice, providing [substantiating documentation/a reasonably detailed description of the dispute], within [NUMBER] [days/Business Days] from [the date/the Client’s receipt] of the invoice. If no dispute is raised within this timeframe, the invoice shall be deemed accepted, and the provided {Client shall pay Abbrv.} pays all undisputed amounts within thirty (30) days of the timeframe specified in Section 6.5date of Daou’s invoice. The Parties Daou Systems, Inc. - Proprietary and Confidential Page 2 Daou Systems, Inc. Master Services Agreement 4.6. {Client Abbrv.} shall work in good faith to resolve any disputes promptly. Except be responsible for properly disputed amountsthe payment or reimbursement of all sales, the Client shall pay interest on all late paymentsuse, calculated daily and compounded [monthly/bi-monthly/quarterly], at the lesser of [NUMBER]% per month or the highest rate permitted by law. The Client shall also reimburse the Marketer for any [reasonable] costs incurred in collecting late payments, including, without limitation, legal fees. Each Party represents, warrantsexcise, and covenants similar taxes, except for Daou income taxes, applicable to the other that: it is a legal entity duly organized, validly existing, and in good standing under the laws of its [incorporation/formation] jurisdiction; it is duly qualified to conduct business and remains in good standing in all jurisdictions where such qualification is required for the purposes of this Agreement, except where failure to maintain such qualification, in the aggregate, [would/could] not reasonably be expected to adversely affect its ability to fulfill its obligations Services rendered and/or Deliverables provided by Daou under this Agreement; it possesses full [corporate] power . 4.7. Daou’s obligations and authority to enter into this Agreement, grant the {Client Abbrv.}’s rights and licenses provided herein, and perform its obligations under this Agreement; it has not, and will not during the Term, enter into any oral or written agreements or negotiations with a third party that would impair the rights granted to the other Party under this Agreement or limit its enforceability. Further, it is not aware of any legal actions or proceedings that may impair or restrict the rights granted herein; the execution and delivery of this Agreement by its designated representative, whose signature appears below, have been duly authorized by all necessary [corporate] actions; this Agreement has been properly executed and delivered by such Party and, assuming due authorization, execution, and delivery by the other Party, constitutes a legally valid and binding obligation of that Party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws, or by equitable principles affecting creditors' rights generally; and it is, and shall remain throughout the Term, in compliance with all applicable laws relevant to the performance of its obligations under this Agreement, except where failure to comply [would/could] not, in the aggregate, reasonably be expected to have a material adverse effect on the other Partyare conditional upon {Client Abbrv.}’s [business/ability to fulfill its obligations under this Agreement]. The Marketer represents, warrants, and covenants to the Client that: it has obtained, or shall obtain no later than [DATE], and shall maintain in full force and effect during [and after] the Term, as applicable, all necessary licenses, permits, consents, and authorizations reasonably required for the Campaign and the provision of the Services, including [ANY SPECIFIC LICENSES, PERMITS, CONSENTS, AND AUTHORIZATIONS]; it shall comply, and shall ensure that all Marketer Personnel and permitted third party providers comply, with all specifications, rules, regulations, and policies of the Client that are communicated in writing; the Client shall receive good and valid title to all Deliverables, free and clear timely payment of all encumbrances fees and liens of any kind; [to the Marketer’s knowledge,] neither the Services nor the Deliverables, nor the Client’s use thereof, infringe or will infringe upon any [registered] Intellectual Property Rights of any third party under the laws of the United States [or any additional jurisdictions]. As of the Effective Date, there are no known pending or threatened claims, suits, litigation, or other proceedings against the Marketer alleging such infringement; and no Deliverables provided in electronic form by the Marketer to the Client contain, or will contain: (i) any trojan horse, worm, backdoor, or other software or hardware device designed to permit unauthorized access or to disable, erase, or otherwise harm any computer system or software; or (ii) any time bomb, drop-dead device, or other software or hardware device designed to disable a program automatically with the passage of time or under the control of any party other than an authorized licensee or owner of the program’s rights. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, REVENUE, OR PROFIT, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION. THIS LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARISE FROM A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND IRRESPECTIVE OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES’ [LIABILITY FOR INDEMNIFICATION], EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED [NUMBER] TIMES THE TOTAL AMOUNT PAID [AND ACCRUED BUT NOT YET PAID] TO THE MARKETER PURSUANT TO THIS AGREEMENT [IN THE [NUMBER] [YEAR/MONTH] PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM] [OR [AMOUNT IN WORDS] DOLLARS ($[AMOUNT]), WHICHEVER IS LESS]. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 9; (ii) is or becomes available to the Recipient on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationcharges.

Fees and Payments. In consideration 2.1 For the use of any Self-owned Property as provided by the Provider, the fees or rentals to be paid by the Recipient shall be determined in accordance with the lower of the Services provided depreciation costs of such property and the rights granted to market price for using similar property in the Client under this Agreementplace where the property is located. Notwithstanding the above provisions, the Client shall compensate the Marketer as follows: a [one-time/monthly/quarterly] fee of [AMOUNT IN WORDS] dollars ($[AMOUNT]), or Provider may choose to charge the fees outlined in Schedule 1accordance with the market price of the place where the relevant property is located. 2.2 For the lease of buildings, apart from paying the building rentals, the Recipient shall separately pay the expenses (hereinafter referred to as “Miscellaneous Expenses”) for water, electricity and air conditioning actually consumed or used by the Recipient and the property management fees for the Services described therein (leased buildings on schedule in accordance with the "Fixed Fee Services")price or charge standards set by the relevant pricing authorities. This amount shall include Except the aforesaid rentals, Miscellaneous Expenses, property management fees and any costs for materials or other expenses incurred by the Marketer in providing such Services; and/or compensation on a time and materials basis for the Services specified in Schedule 1 (the "Variable Fee Services"), calculated based on the [daily/hourly] rates specified in Schedule 1, along with the actual costs incurred for materials, equipment, and third party services necessary for the provision of such Services. These costs shall not exceed [AMOUNT IN WORDS] dollars ($[AMOUNT]) in any [month/quarter] without [the Client’s prior written consent/prior written notice to the Client]. The Client agrees to [pay/reimburse] the Marketer for all [actual, documented, and] reasonable travel and out-of-pocket expenses incurred in connection with the Services, provided that such expenses are [approved in advance in writing by the Client] and [comply with the Client’s standard travel and expense policy, attached as Exhibit [LETTER]]. The Marketer shall issue [monthly/quarterly] invoices to the Client, detailing the fees due and a breakdown of any reimbursable expenses as set forth in Section 6.2. Payment of the fees outlined in Section 6.1, along with [payment/reimbursement] of expenses under Section 6.2, shall constitute full compensation for the Services. The Client shall not be responsible for any additional fees, costs, or expenses. The Client shall remit all properly invoiced amounts to the Marketer within [NUMBER] days of receiving the invoice, except for any amounts disputed in good faith in accordance with Section 6.7. Payments shall be made [in U.S. dollars] via check or wire transfer. All fees payable by the Client under this Agreement are [exclusive/inclusive] of any goods and services taxes, sales taxes, service charges, use taxes, excise taxes, or any other similar duties or levies imposed by a governmental or regulatory authority. The Marketer shall be responsible for any taxes imposed on its income, revenues, personnel, or property. The Client shall notify the Marketer in writing of any dispute related to an invoice, providing [substantiating documentation/a reasonably detailed description of the dispute], within [NUMBER] [days/Business Days] from [the date/the Client’s receipt] of the invoice. If no dispute is raised within this timeframe, the invoice shall be deemed accepted, and the Client shall pay all undisputed amounts within the timeframe specified in Section 6.5. The Parties shall work in good faith to resolve any disputes promptly. Except for properly disputed amounts, the Client shall pay interest on all late payments, calculated daily and compounded [monthly/bi-monthly/quarterly], at the lesser of [NUMBER]% per month or the highest rate permitted by law. The Client shall also reimburse the Marketer for any [reasonable] costs incurred in collecting late payments, including, without limitation, legal fees. Each Party represents, warrants, and covenants to the other that: it is a legal entity duly organized, validly existing, and in good standing under the laws of its [incorporation/formation] jurisdiction; it is duly qualified to conduct business and remains in good standing in all jurisdictions where such qualification is required for the purposes of this Agreement, except where failure to maintain such qualification, in the aggregate, [would/could] not reasonably be expected to adversely affect its ability to fulfill its obligations under this Agreement; it possesses full [corporate] power and authority to enter into this Agreement, grant the rights and licenses provided herein, and perform its obligations under this Agreement; it has not, and will not during the Term, enter into any oral or written agreements or negotiations with a third party that would impair the rights granted to the other Party under this Agreement or limit its enforceability. Further, it is not aware of any legal actions or proceedings that may impair or restrict the rights granted herein; the execution and delivery of this Agreement by its designated representative, whose signature appears below, have been duly authorized by all necessary [corporate] actions; this Agreement has been properly executed and delivered by such Party and, assuming due authorization, execution, and delivery by the other Party, constitutes a legally valid and binding obligation of that Party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws, or by equitable principles affecting creditors' rights generally; and it is, and shall remain throughout the Term, in compliance with all applicable laws relevant to the performance of its obligations under this Agreement, except where failure to comply [would/could] not, in the aggregate, reasonably be expected to have a material adverse effect on the other Party’s [business/ability to fulfill its obligations under this Agreement]. The Marketer represents, warrants, and covenants to the Client that: it has obtained, or shall obtain no later than [DATE], and shall maintain in full force and effect during [and after] the Term, as applicable, all necessary licenses, permits, consents, and authorizations reasonably required for the Campaign and the provision of the Services, including [ANY SPECIFIC LICENSES, PERMITS, CONSENTS, AND AUTHORIZATIONS]; it shall comply, and shall ensure that all Marketer Personnel and permitted third party providers comply, with all specifications, rules, regulations, and policies of the Client that are communicated in writing; the Client shall receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind; [to the Marketer’s knowledge,] neither the Services nor the Deliverables, nor the Client’s use thereof, infringe or will infringe upon any [registered] Intellectual Property Rights of any third party under the laws of the United States [or any additional jurisdictions]. As of the Effective Date, there are no known pending or threatened claims, suits, litigation, or other proceedings against the Marketer alleging such infringement; and no Deliverables provided in electronic form by the Marketer to the Client contain, or will contain: (i) any trojan horse, worm, backdoor, or other software or hardware device designed to permit unauthorized access or to disable, erase, or otherwise harm any computer system or software; or (ii) any time bomb, drop-dead device, or other software or hardware device designed to disable a program automatically with the passage of time or under the control of any party other than an authorized licensee or owner of the program’s rights. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, REVENUE, OR PROFIT, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION. THIS LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARISE FROM A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND IRRESPECTIVE OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES’ [LIABILITY FOR INDEMNIFICATION], EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED [NUMBER] TIMES THE TOTAL AMOUNT PAID [AND ACCRUED BUT NOT YET PAID] TO THE MARKETER PURSUANT TO THIS AGREEMENT [IN THE [NUMBER] [YEAR/MONTH] PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM] [OR [AMOUNT IN WORDS] DOLLARS ($[AMOUNT]), WHICHEVER IS LESS]. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach violation of this Section 9; provision by the Recipient, the Provider guarantees that it shall not ask the Recipient to bear and/or pay any other fees (iiincluding any tax payable by the Provider) is or becomes available in connection with the buildings lease. 2.3 For the use of any Third-party Property by the Recipient, the Parties shall share the fees actually paid to any third parties proportionally based on their respective use of the relevant property. 2.4 For any building leases, the relevant rental, miscellaneous expenses and property management fees shall be paid as follows: 2.4.1 During the valid term of a lease agreement, the Recipient shall pay the rentals to the Provider on a quarterly basis. The rentals shall be paid within 5 days after the end of each quarter. 2.4.2 During the valid term of a lease agreement, the Miscellaneous Expenses shall be paid on a monthly basis. Upon receipt of the invoice of the Miscellaneous Expenses from the relevant property management company, the Provider shall submit the invoice to the Recipient within five days. The Recipient may pay the Miscellaneous Expenses directly to the property management company pursuant to the requirements of the property management company or may make a payment to the Provider who will pay on its behalf. If the Provider is to make the payment on behalf of the Recipient, the Provider shall submit the relevant receipt to the Recipient for filing. 2.4.3 During the valid term of a lease agreement, the property management fee for the leased buildings shall be paid on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed monthly basis. The property management fee shall be paid by the Recipient without using at the end of each month pursuant to the requirements of the relevant property management company to the property management company through the Provider or directly. If the provider is to make the payment on behalf of the Recipient, the Provider shall submit the relevant receipt to the Recipient for filing. 2.5 For the use of any Confidential Informationother property other than buildings, the Recipient shall pay the fees to the Provider within 15 days after the end of each month on a monthly basis. 2.6 For any overdue fees or rentals, the Recipient shall pay an overdue fine to the Provider at 0.05% of any outstanding amount for each day overdue.

Fees and Payments. A. In consideration of the provision of the Services provided by Cylanda and the rights granted to the Client under this Agreementthese Terms and Conditions, the Client shall compensate the Marketer as follows: a [one-time/monthly/quarterly] fee of [AMOUNT IN WORDS] dollars ($[AMOUNT]), or pay the fees outlined set forth in Schedule 1, for the Services described therein applicable MSA (the "Fixed Fee Services"“Fee”). This amount shall include any costs . B. Where Services are provided for materials or other expenses incurred by the Marketer in providing such Services; and/or compensation on (a) a time and materials basis for the Services specified in Schedule 1 fixed price, (the "Variable Fee Services"), calculated b) a fee based on the [dailynumber of users/hourly] devices, or (c) a fee for recurring software or other solutions, the amount for such fee shall be the amount stated in the MSA). C. Where Cylanda provides Out of Scope Services, (a) the fees payable for such Services shall be calculated in accordance with Cylanda’s daily or hourly fee rates specified set forth in Schedule 1the MSA; (b) Client shall reimburse Cylanda, at Cylanda’s actual cost, for any reasonable travel, along with the actual costs incurred for materials, machinery, equipment, and third third-party services (collectively, “Materials”) reasonably necessary for the provision of such Services. These costs the Out of Scope Services (Cylanda shall obtain Client’s written consent prior to incurrence of travel expenses in excess of $100.00 and the purchase of Materials, which consent shall not exceed [AMOUNT IN WORDS] dollars be unreasonably withheld, conditioned or delayed); and ($[AMOUNT]c) Cylanda shall issue invoices to Client monthly in arrears for its fees for time and Materials for such Out of Scope Services, together with a breakdown of any [month/quarter] without [the such time and Materials. D. Cylanda shall issue invoices for any and all fee structures at Client’s email address set forth below in accordance with the terms of this Section. E. Invoices for Fees shall be sent on the fifteenth (15) day of the month prior written consent/prior written notice to the Client]month in which Services are to be provided. The Client agrees In the case of Out of Scope Services, Cylanda shall issue such invoices promptly following the month in which such Services or Materials are incurred. F. All invoices, regardless of the fee structure, are Net 15. All late Payments are subject to [pay/reimburse] a finance charge of the Marketer for lesser of 1.5% per month or the maximum amount permitted under applicable law on all [actualbalances past due, documentedalong with all of Cylanda’s fees and costs, and] reasonable travel and out-of-pocket expenses including attorney fees, incurred in connection with the Services, provided that such expenses are [approved in advance in writing by the Client] and [comply with the Client’s standard travel and expense policy, attached as Exhibit [LETTER]]. The Marketer shall issue [monthly/quarterly] invoices to the Client, detailing the fees due and a breakdown its collection of any reimbursable expenses as set forth such amounts. G. All payments hereunder (each a “Payment”) shall be in Section 6.2US dollars and made in accordance with this Section. Payment of the fees outlined in Section 6.1, along with [payment/reimbursement] of expenses under Section 6.2, shall constitute full compensation for the Services. The Client shall not be responsible for any additional feesall sales, costsuse, or expenses. The Client shall remit all properly invoiced amounts to the Marketer within [NUMBER] days of receiving the invoice, except for any amounts disputed in good faith in accordance with Section 6.7. Payments shall be made [in U.S. dollars] via check or wire transfer. All fees payable by the Client under this Agreement are [exclusive/inclusive] of any goods and services taxes, sales taxes, service charges, use taxes, excise taxes, or and any other similar duties or levies taxes, duties, and charges of any kind imposed by a any federal, state, or local governmental entity on any amounts payable by Client hereunder. Any such taxes, duties, and charges currently assessed, or regulatory authority. The Marketer which may be assessed in the future, that are applicable to the Services are for Client’s account, and Client hereby agrees to pay such taxes; provided, that, in no event shall Client pay or be responsible for any taxes imposed on its on, or with respect to, Cylanda’s income, revenues, gross receipts, personnel, or property. The Client shall notify the Marketer in writing of any dispute related to an invoice, providing [substantiating documentation/a reasonably detailed description of the dispute], within [NUMBER] [days/Business Days] from [the date/the Client’s receipt] of the invoice. If no dispute is raised within this timeframe, the invoice shall real or personal property or other assets. H. Services may be deemed accepted, and the Client shall pay all undisputed amounts within the timeframe specified in Section 6.5. The Parties shall work in good faith to resolve any disputes promptly. Except for properly disputed amounts, the Client shall pay interest on all late payments, calculated daily and compounded [monthly/bi-monthly/quarterly], at the lesser of [NUMBER]% per month or the highest rate permitted by law. The Client shall also reimburse the Marketer for any [reasonable] costs incurred in collecting late payments, including, without limitation, legal fees. Each Party represents, warrants, and covenants to the other that: it is a legal entity duly organized, validly existing, and in good standing under the laws of its [incorporation/formation] jurisdiction; it is duly qualified to conduct business and remains in good standing in all jurisdictions where such qualification is required for the purposes of this Agreement, except where failure to maintain such qualification, in the aggregate, [would/could] not reasonably be expected to adversely affect its ability to fulfill its obligations under this Agreement; it possesses full [corporate] power and authority to enter into this Agreement, grant the rights and licenses provided herein, and perform its obligations under this Agreement; it has not, and will not during the Term, enter into any oral or written agreements or negotiations with a third party that would impair the rights granted to the other Party under this Agreement or limit its enforceability. Further, it suspended if Payment is not aware of any legal actions or proceedings that may impair or restrict received within ten (10) days following notice to Client. In the rights granted herein; the execution and delivery of this Agreement by its designated representative, whose signature appears below, have been duly authorized by all necessary [corporate] actions; this Agreement has been properly executed and delivered by such Party and, assuming due authorization, execution, and delivery by the other Party, constitutes event Cylanda abates Services for a legally valid and binding obligation of that Party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws, or by equitable principles affecting creditors' rights generally; and it is, and shall remain throughout the Term, in compliance with all applicable laws relevant to the performance of its obligations under this Agreement, except where failure to comply [would/could] not, in the aggregate, reasonably be expected to have a material adverse effect on the other Party’s [business/ability to fulfill its obligations under this Agreement]. The Marketer represents, warrants, and covenants to the Client that: it has obtained, or shall obtain no later than [DATE], and shall maintain in full force and effect during [and after] the Term, as applicable, all necessary licenses, permits, consents, and authorizations reasonably required for the Campaign and the provision of the Services, including [ANY SPECIFIC LICENSES, PERMITS, CONSENTS, AND AUTHORIZATIONS]; it shall comply, and shall ensure that all Marketer Personnel and permitted third party providers comply, with all specifications, rules, regulations, and policies of the Client that are communicated in writing; the Client shall receive good and valid title to all Deliverables, free and clear of all encumbrances and liens late Payment of any kind; [, and does not otherwise terminate the Agreement, Cylanda will resume the Services on the next business day of receipt of Payment from Client for all past due amounts, and interest if applicable, if such Payment is received by 1:00 pm PT. I. Cylanda reserves the right, without advance notice, to modify the fees chargeable under the MSA to reflect any inflationary or cost-of-living/doing-business increases (“Adjusted Cost”), including up to a 4% increase per each Term. The Adjusted Cost shall be measured during the period from the Effective Date up until the beginning of any Term, and then from the date of the start of a Renewal Term to the Marketer’s knowledge,] neither the Services nor the Deliverables, nor the Client’s use thereof, infringe or will infringe upon any [registered] Intellectual Property Rights of any third party under the laws beginning of the United States [next Renewal Term. A downward change in inflation or any additional jurisdictions]cost of living shall not create a decrease in the Adjusted Cost. As Any cost of the Effective Date, there are no known pending or threatened claims, suits, litigation, or other proceedings against the Marketer alleging such infringement; and no Deliverables provided in electronic form by the Marketer to the Client contain, or will contain: (i) any trojan horse, worm, backdoor, or other software or hardware device designed to permit unauthorized access or to disable, erase, or otherwise harm any computer system or software; or (ii) any time bomb, drop-dead device, or other software or hardware device designed to disable a program automatically with the passage of time or under the control of any party other than an authorized licensee or owner of the program’s rights. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, REVENUE, OR PROFIT, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION. THIS LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARISE FROM A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND IRRESPECTIVE OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES’ [LIABILITY FOR INDEMNIFICATION], EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED [NUMBER] TIMES THE TOTAL AMOUNT PAID [AND ACCRUED BUT NOT YET PAID] TO THE MARKETER PURSUANT TO THIS AGREEMENT [IN THE [NUMBER] [YEAR/MONTH] PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM] [OR [AMOUNT IN WORDS] DOLLARS ($[AMOUNT]), WHICHEVER IS LESS]. From living increases not reflected from time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or shall not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information")be “banked”; provided, however, Cylanda agrees that Confidential Information does any such increases not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 9; (ii) is or becomes available to the Recipient on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationimplemented are waived.

Fees and Payments. In consideration During the term of this agreement, on each item of equipment, service, and circuits covered hereby, Client shall pay the Services provided charges specified in the associated Service Attachment. All charges and the rights granted fees to the be paid by Client under this Agreement, the Client shall compensate the Marketer as follows: a [one-time/monthly/quarterly] fee of [AMOUNT IN WORDS] dollars ($[AMOUNT]), or the fees outlined in Schedule 1, for the Services described therein (the "Fixed Fee Services"). This amount shall include any costs for materials or other expenses incurred by the Marketer in providing such Services; and/or compensation on a time and materials basis for the Services specified in Schedule 1 (the "Variable Fee Services"), calculated based on the [daily/hourly] rates specified in Schedule 1, along with the actual costs incurred for materials, equipment, and third party services necessary for the provision of such Services. These costs shall not exceed [AMOUNT IN WORDS] dollars ($[AMOUNT]) in any [month/quarter] without [the Client’s prior written consent/prior written notice to the Client]. The Client agrees to [pay/reimburse] the Marketer for all [actual, documented, and] reasonable travel and out-of-pocket expenses incurred in connection with the Services, provided that such expenses MSA are [approved in advance in writing by the Client] and [comply with the Client’s standard travel and expense policy, attached as Exhibit [LETTER]]. The Marketer shall issue [monthly/quarterly] invoices to the Client, detailing the fees due and a breakdown exclusive of any reimbursable expenses as set forth in Section 6.2. Payment of the fees outlined in Section 6.1applicable sales, along with [payment/reimbursement] of expenses under Section 6.2, shall constitute full compensation for the Services. The Client shall not be responsible for any additional fees, costs, or expenses. The Client shall remit all properly invoiced amounts to the Marketer within [NUMBER] days of receiving the invoice, except for any amounts disputed in good faith in accordance with Section 6.7. Payments shall be made [in U.S. dollars] via check or wire transfer. All fees payable by the Client under this Agreement are [exclusive/inclusive] of any goods and services taxes, sales taxes, service charges, use taxesuse, excise taxes, or any other similar duties or levies imposed by a governmental or regulatory authority. The Marketer shall be responsible for any services taxes imposed on its income, revenues, personnel, or property. The Client shall notify the Marketer in writing of any dispute related to an invoice, providing [substantiating documentation/a reasonably detailed description of the dispute], within [NUMBER] [days/Business Days] from [the date/the Client’s receipt] of the invoice. If no dispute is raised within this timeframe, the invoice shall be deemed accepted, and the Client shall pay all undisputed amounts within the timeframe specified in Section 6.5. The Parties shall work in good faith to resolve any disputes promptly. Except for properly disputed amounts, the Client shall pay interest on all late payments, calculated daily and compounded [monthly/bi-monthly/quarterly], at the lesser of [NUMBER]% per month or the highest rate permitted by law. The Client shall also reimburse the Marketer for any [reasonable] costs incurred in collecting late payments, including, without limitation, legal fees. Each Party represents, warrants, and covenants to the other that: it is a legal entity duly organized, validly existing, and in good standing under the laws of its [incorporation/formation] jurisdiction; it is duly qualified to conduct business and remains in good standing in all jurisdictions where such qualification is required for the purposes of this Agreement, except where failure to maintain such qualification, in the aggregate, [would/could] not reasonably be expected to adversely affect its ability to fulfill its obligations under this Agreement; it possesses full [corporate] power and authority to enter into this Agreement, grant the rights and licenses provided herein, and perform its obligations under this Agreement; it has not, and will not during the Term, enter into any oral or written agreements or negotiations with a third party that would impair the rights granted to the other Party under this Agreement or limit its enforceability. Further, it is not aware of any legal actions or proceedings that may impair or restrict the rights granted herein; the execution and delivery of this Agreement by its designated representative, whose signature appears below, have been duly authorized by all necessary [corporate] actions; this Agreement has been properly executed and delivered by such Party and, assuming due authorization, execution, and delivery by the other Party, constitutes a legally valid and binding obligation of that Party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws, or by equitable principles affecting creditors' rights generally; and it is, and shall remain throughout the Term, in compliance with all applicable laws relevant to the performance of its obligations under this Agreement, except where failure to comply [would/could] not, in the aggregate, reasonably be expected to have a material adverse effect assessed on the other Party’s [business/ability to fulfill its obligations under this Agreement]. The Marketer represents, warrants, and covenants to the Client that: it has obtained, or shall obtain no later than [DATE], and shall maintain in full force and effect during [and after] the Term, as applicable, all necessary licenses, permits, consents, and authorizations reasonably required for the Campaign and the provision of the Services, including [ANY SPECIFIC LICENSES, PERMITS, CONSENTS, AND AUTHORIZATIONS]; it . Client is responsible for the payment of any and all such taxes. Client shall comply, and shall ensure that all Marketer Personnel and permitted third party providers comply, with all specifications, rules, regulations, and policies pay the full amount reflected on any invoice as owed to NAC within thirty (30) days of the Client date of that are communicated in writing; invoice (the “Payment Deadline”). Client shall receive pay a late charge of one and one half percent (1.5%) per month or the maximum lawful rate,, whichever is less, for all invoiced amounts not paid by the Payment Deadline. If Client disputes in good and valid title to faith all Deliverables, free and clear of all encumbrances and liens of or any kind; [to the Marketer’s knowledge,] neither the Services nor the Deliverables, nor the Client’s use thereof, infringe or will infringe upon any [registered] Intellectual Property Rights of any third party under the laws portion of the United States [amount due on any invoice, or if Client otherwise requires any additional jurisdictions]. As adjustment to an invoiced amount, Client must notify NAC of the Effective Date, there are no known pending or threatened claims, suits, litigation, or other proceedings against the Marketer alleging such infringement; nature and no Deliverables provided in electronic form by the Marketer to the Client contain, or will contain: (i) any trojan horse, worm, backdoor, or other software or hardware device designed to permit unauthorized access or to disable, erase, or otherwise harm any computer system or software; or (ii) any time bomb, drop-dead device, or other software or hardware device designed to disable a program automatically with the passage of time or under the control of any party other than an authorized licensee or owner basis of the program’s rights. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, REVENUE, OR PROFIT, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION. THIS LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARISE FROM A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND IRRESPECTIVE OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES’ [LIABILITY FOR INDEMNIFICATION], EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED [NUMBER] TIMES THE TOTAL AMOUNT PAID [AND ACCRUED BUT NOT YET PAID] TO THE MARKETER PURSUANT TO THIS AGREEMENT [IN THE [NUMBER] [YEAR/MONTH] PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM] [OR [AMOUNT IN WORDS] DOLLARS ($[AMOUNT]), WHICHEVER IS LESS]. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed dispute and/or adjustment in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 9; (ii) is or becomes available to the Recipient on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed Payment Deadline. The parties shall use their reasonable best efforts to resolve the dispute prior to the Payment Deadline. However, if the parties are unable to resolve the dispute prior to the Payment Deadline, Client nevertheless shall pay the entire invoiced amount to NAC by the Recipient without using Payment Deadline. If it is ultimately determined that the disputed amount should not have been paid by Client to NAC, NAC shall apply a credit equal to that amount on Client’s next invoice. If Client fails to pay all amounts owed to NAC under this MSA when due, then upon at least ten (10) days prior, written notice to Client, and in addition to any Confidential Informationother remedies available at law or in equity, NAC may suspend Services under this MSA until full payment is made. Following any suspension of service under this provision, and after Client makes full payment to NAC, NAC shall restore the Services after validating that all components to be monitored and/or managed under any applicable Service Attachment comply with NAC’s level of security, updates and best practices. NAC’s right to suspend Services under this section is in addition to NAC’s right to terminate any Service Attachment for non-payment.

Fees and Payments. In consideration 4.1 SQC shall invoice the Client for the performance of the Services provided and carried out in accordance with the rights granted Fees set out in the SOW. The provisions of clauses 4.2 to the Client under this Agreement, the Client 4.4 inclusive shall compensate the Marketer as follows: a [one-time/monthly/quarterly] fee of [AMOUNT IN WORDS] dollars ($[AMOUNT]), or the fees outlined in Schedule 1, for the only apply to Services described therein (the "Fixed Fee Services"). This amount shall include any costs for materials or other expenses incurred by the Marketer in providing such Services; and/or compensation carried out on a time and materials basis basis. 4.2 The Client shall make additional payments in respect of: (a) any Services provided outside the Normal Working Days which shall be charged at the fee rates set out in the SOW provided that no such charge for overtime or working outside Normal Working Days shall be made without the agreement of the Client; and (b) the cost of travel, accommodation and other expenses properly incurred by Assigned Personnel as defined in the SOW and supported by valid receipts. 4.3 Any work performed by SQC outside of that described in the SOW at the request or with the agreement of the Client shall unless otherwise agreed be performed and Fees relating thereto shall be paid in accordance with this Agreement. 4.4 Unless otherwise agreed in this Agreement or in the applicable SOW, SQC shall be responsible for all reasonable costs and expenses incident to the performance of Services for the Services specified in Schedule 1 (the "Variable Fee Services")Client, calculated based on the [daily/hourly] rates specified in Schedule 1, along with the actual including all costs incurred by SQC to do business. 4.5 Invoices, supported by a record showing the time worked by Assigned Personnel shall be submitted monthly in respect of Services provided each month for materials, equipmentTime and Materials Work undertaken, and third party services necessary are due for payment 30 days after receipt of invoice. 4.6 Invoices, supported by a record showing the provision of such Services. These costs shall not exceed [AMOUNT IN WORDS] dollars ($[AMOUNT]) in any [month/quarter] without [the Client’s prior written consent/prior written notice to the Client]. The Client agrees to [pay/reimburse] the Marketer for all [actual, documented, and] reasonable travel and out-of-pocket expenses incurred in connection with the Services, Deliverables provided that such expenses are [approved in advance in writing by the Client] and [comply with the Client’s standard travel and expense policy, attached as Exhibit [LETTER]]. The Marketer shall issue [monthly/quarterly] invoices to the Client, detailing shall be submitted monthly in respect of Services provided each month for Deliverable Based Work undertaken, and are due for payment 30 days after receipt of invoice. 4.7 The Client shall pay to SQC the Fees and any additional fees or sums as specified in clauses 4.2 to 4.3 above and any other charges as specified in the SOW upon the due dates and a breakdown in the currency of payment all as set out in this Agreement. All payments shall be made to the bank account notified by to the Client by SQC. 4.8 The Fees and any other sums payable by the Client are net amounts and exclusive of any reimbursable expenses as set forth in Section 6.2. Payment of the fees outlined in Section 6.1, along with [payment/reimbursement] of expenses under Section 6.2, shall constitute full compensation for the Servicesvalue added tax or any other transaction taxes. The Client shall not be responsible for any additional fees, costs, or expenses. The Client shall remit all properly invoiced amounts pay to SQC the Marketer within [NUMBER] days of receiving the invoice, except for any amounts disputed in good faith in accordance with Section 6.7. Payments shall be made [in U.S. dollars] via check or wire transfer. All fees payable by the Client under this Agreement are [exclusive/inclusive] of any goods value added tax and services taxes, sales taxes, service charges, use taxes, excise taxes, or any other similar duties or levies imposed by a governmental or regulatory authority. The Marketer shall be responsible for any transaction taxes imposed on its income, revenues, personnel, or property. The Client shall notify the Marketer in writing of any dispute related to an invoice, providing [substantiating documentation/a reasonably detailed description of the dispute], within [NUMBER] [days/Business Days] from [the date/the Client’s receipt] of the invoice. If no dispute is raised within this timeframe, the invoice shall be deemed accepted, and the Client shall pay all undisputed amounts within the timeframe specified in Section 6.5. The Parties shall work in good faith to resolve any disputes promptly. Except for properly disputed amounts, the Client shall pay interest on all late payments, calculated daily and compounded [monthly/bi-monthly/quarterly], valid at the lesser of [NUMBER]% per month or the highest rate permitted by law. The Client shall also reimburse the Marketer for any [reasonable] costs incurred in collecting late payments, including, without limitation, legal fees. Each Party represents, warrants, and covenants to the other that: it is a legal entity duly organized, validly existing, and in good standing under the laws of its [incorporation/formation] jurisdiction; it is duly qualified to conduct business and remains in good standing in all jurisdictions where such qualification is required for the purposes of this Agreement, except where failure to maintain such qualification, in the aggregate, [would/could] not reasonably be expected to adversely affect its ability to fulfill its obligations under this Agreement; it possesses full [corporate] power and authority to enter into this Agreement, grant the rights and licenses provided herein, and perform its obligations under this Agreement; it has not, and will not during the Term, enter into any oral or written agreements or negotiations with a third party that would impair the rights granted to the other Party under this Agreement or limit its enforceability. Further, it is not aware of any legal actions or proceedings that may impair or restrict the rights granted herein; the execution and delivery of this Agreement by its designated representative, whose signature appears below, have been duly authorized by all necessary [corporate] actions; this Agreement has been properly executed and delivered by such Party and, assuming due authorization, execution, and delivery by the other Party, constitutes a legally valid and binding obligation of that Party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws, or by equitable principles affecting creditors' rights generally; and it is, and shall remain throughout the Term, in compliance with all applicable laws relevant to the performance of its obligations under this Agreement, except where failure to comply [would/could] not, in the aggregate, reasonably be expected to have a material adverse effect on the other Party’s [business/ability to fulfill its obligations under this Agreement]. The Marketer represents, warrants, and covenants to the Client that: it has obtained, or shall obtain no later than [DATE], and shall maintain in full force and effect during [and after] the Term, as applicable, all necessary licenses, permits, consents, and authorizations reasonably required for the Campaign and the provision of the Services, including [ANY SPECIFIC LICENSES, PERMITS, CONSENTS, AND AUTHORIZATIONS]; it shall comply, and shall ensure that all Marketer Personnel and permitted third party providers comply, with all specifications, rules, regulations, and policies of the Client that are communicated in writing; the Client shall receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind; [to the Marketer’s knowledge,] neither the Services nor the Deliverables, nor the Client’s use thereof, infringe or will infringe upon any [registered] Intellectual Property Rights of any third party under the laws of the United States [or any additional jurisdictions]. As of the Effective Date, there are no known pending or threatened claims, suits, litigation, or other proceedings against the Marketer alleging such infringement; and no Deliverables provided in electronic form by the Marketer to the Client contain, or will contain: (i) any trojan horse, worm, backdoor, or other software or hardware device designed to permit unauthorized access or to disable, erase, or otherwise harm any computer system or software; or (ii) any time bomb, drop-dead device, or other software or hardware device designed to disable a program automatically with the passage of time or under the control of any party other than an authorized licensee or owner of the program’s rights. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, REVENUE, OR PROFIT, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION. THIS LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARISE FROM A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND IRRESPECTIVE OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES’ [LIABILITY FOR INDEMNIFICATION], EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED [NUMBER] TIMES THE TOTAL AMOUNT PAID [AND ACCRUED BUT NOT YET PAID] TO THE MARKETER PURSUANT TO THIS AGREEMENT [IN THE [NUMBER] [YEAR/MONTH] PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM] [OR [AMOUNT IN WORDS] DOLLARS ($[AMOUNT]), WHICHEVER IS LESS]. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 9; (ii) is or becomes available to the Recipient on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationtime.