This agreement is effective July 1st, 2025.

THIS MASTER SERVICES AGREEMENT (“Agreement) is by and between Innovative Technology Team, Inc. d/b/a Axiom, a Florida corporation, located at 111 Rockcreek Drive, Jacksonville, FL 32259 (“us”, “we” or “Axiom”), and you, the Client identified above (collectively, the “Parties”) for the provision of professional information technology services according to the following terms and conditions.

I. SCOPE OF SERVICES
This Agreement governs all services that we perform or provide to you (collectively, the “Services”). The Services will be described in one or more proposals or statements of work that we provide to you (each, a “SOW”). Once you and Axiom mutually agree to a SOW (either by signing it or by electronic acceptance), the SOW will become a part of, and be governed under, the terms of this Agreement. If there is a material difference between the language in a SOW and the language in this Agreement, then the language of the SOW will control, except in situations involving warranties, limitations of liability, or termination of this Agreement. Under those limited circumstances, the terms of this Agreement shall control.

II. GENERAL REQUIREMENTS
A. System. For the purposes of this Agreement, “System” means, collectively, any computer network, computer system, peripheral or device installed, maintained, monitored, or operated by us pursuant to a SOW. To avoid a delay or negative impact on our provision of the Services, during the term of each SOW you agree to refrain from modifying or moving the System, or installing software on the System, unless we expressly authorize such activity.
B. Requirements. At all times, all software on the System must be genuine and licensed, and you agree to provide us with proof of such licensing upon our request. If we require you to implement certain minimum hardware or software requirements in a SOW (“Minimum Requirements”), you agree to do so as an ongoing requirement of us providing our Services to you.
C. Maintenance; Updates. If patches and other software-related maintenance updates (“Updates”) are provided under a SOW, we will install the Updates only if we have determined, in our reasonable discretion, that the Updates will be compatible with the configuration of the System a materially beneficial to the features or functionality of the affected software or hardware. We will not be responsible for any downtime or losses arising from or related to the installation or use of any Update.
D. Third Party Support. If, in AXIOM’s discretion, a hardware or software issue requires vendor or OEM support, we may contact the vendor or OEM (as applicable) on your behalf and pass through to you, without markup, all fees and costs incurred in that process. If such fees or costs are anticipated in advance or exceed $100, we will obtain your permission before incurring such expenses on your behalf unless exigent circumstances require otherwise.
E. Advice; Instructions. From time to time, we may provide you with specific advice and directions related to our provision of the Services, notification of violations of policies and procedures prepared by AXIOM as part of the Services (“Policies and Procedures”), or the maintenance or administration of the System. You agree to promptly follow and implement any directions we provide to you related to the Services which, depending on the situation, may require you to make additional purchases or investments in the System or the environment in which the System is maintained, at your sole cost. We will not be responsible for any problems or issues (such as System downtime or security-related issues) caused by your failure to promptly follow our advice or directions, or to promptly take action to cure violations of the Policies and Procedures. If, in our discretion, your failure to follow or implement our advice or to cure violations of Policies and Procedures renders part or all of the Services economically or technically unreasonable to provide, then we may terminate the applicable SOW for cause pursuant to Article VII of this Agreement. Unless specifically and expressly stated in a SOW any services required to remediate issues caused by your failure to follow AXIOM’s advice or directions, or your unauthorized modification of the System, as well as any services required to bring the System up to or maintain the Minimum Requirements, are not covered under any SOW and will be out-of-scope.
F. Prioritization. Unless otherwise stated in a SOW, all Services will be performed on a schedule, and in a prioritized manner, as determined by AXIOM.
G. Authorized Contact(s). AXIOM will be entitled to rely on any directions or consent provided by your personnel or representatives who are identified on page 1 of this Agreement or who are authorized in a SOW to provide such directions or consent (“Authorized Contacts”). If no Authorized Contact is identified in an applicable SOW then your Authorized Contact will be the person(s) (i) identified on page 1 of this Agreement, and/or (ii) who signed the applicable SOW. If you desire to change your Authorized Contact(s), please notify AXIOM of such changes in writing which, unless exigent circumstances are stated in the notice, will take effect three (3) business days thereafter

III. FEES; PAYMENT.
A. You agree to pay the fees described in each SOW and invoices provided. If the SOW does not include a fee schedule, then you agree to pay us on an hourly basis pursuant to our then-current standard hourly rate schedule.
B. Schedule. Unless otherwise stated in a SOW, all undisputed fees will be due and payable in advance of the provision of the Services. If applicable, payments made by ACH will be deducted from your designated bank account on the first business day of the month in which the Services a to be provided.
C. Nonpayment. Fees that remain unpaid for more than fifteen (15) days after the due date on the invoice will be subject to interest on the unpaid amount(s) until and including the date payment is received, at the lower of either 1.5% per month or the maximum allowable rate of interest permitted by applicable law. We reserve the right, but not the obligation, to suspend part or all of the Services without prior notice to you in the event that any portion of undisputed fees are not timely received by us, and monthly or recurring charges shall continue to accrue during any period of suspension. Notice of disputes related to fees must be received by us within sixty (60) days after the applicable Service is rendered or the date on which you pay an invoice, whichever is later; otherwise, you waive your right to dispute the fee thereafter. A re-connect fee may be charged to you if we suspend the Services due to your nonpayment. Time is of the essence in the performance of all payment obligations by you.

IV. ACCESS.
A. You hereby grant to us the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the System, on a 24x7x365 basis, for the purpose of enabling us to provide the Services. It is your responsibility to secure, at your own cost and prior to the commencement of any Services, any necessary rights of entry, licenses (including software licenses), clearances, permits or other permissions necessary for AXIOM to provide Services to the System and, if applicable, at your designated premises, both physically and virtually. Proper and safe environmental conditions must be provided and assured by you at all times. AXIOM shall not be required to engage in any activity or provide any Services under conditions that pose or may pose a safety or health concern to any personnel, or that would require extraordinary or non-industry standard efforts to achieve.
B. You are solely responsible for managing the flow of sensitive and/or confidential data (“Sensitive Data”), including but not limited to Federal Contract Information, Controlled Unclassified Information (CUI), intellectual property, personal health data, within your system. To the extent, Axiom’s policies and procedures related to Sensitive Data are provided to you, your compliance with said policies and procedure remain your responsibility. Axiom shall have no liability for any mishandling of Sensitive Data by you or any violations of its policies and procedures related to Sensitive Data by you.
C. You must provide Axiom with exclusive administrative privileges which would provide access to your System.

V. LIMITED WARRANTES; LIMITATION OF LIABILITY
A. Services Warranty. AXIOM warrants that the Services rendered to CLIENT under each Order shall be performed with the degree of skill and judgment normally exercised by recognized professional firms performing managed services of the same or substantially similar nature. This warranty constitutes the standards by which the performance of the services are to be measured.
B. Hardware / Software Purchased Through AXIOM. Unless otherwise stated in a SOW, all hardware, software, peripherals or accessories purchased through AXIOM (“Third Party Products”) are nonrefundable once the applicable purchase order is placed in AXIOM’s queue for delivery. We will use reasonable efforts to assign, transfer and facilitate all warranties (any) and service level commitments (if any) for the Third Party Products to you, but will have no liability whatsoever for the quality, functionality or operability of any Third Party Products, and we will not be held liable as an insurer or guarantor of the performance, uptime or usefulness of any Third Party Products. Unless otherwise expressly stated in a SOW, all Third Party Products are provided “as is” and without any warranty whatsoever as between AXIOM and you (including but not limited to implied warranties).
C. Remedies for Breach of Warranty. Except as may be specifically provided in the SOW, or elsewhere in this Agreement, for any breach of the warranties provided in this Section, the CLIENT’S exclusive remedy and AXIOM’s sole obligation will be limited to: change or correction to the performance of service in order to cure or resolve the basis of a breach of warranty claim. The costs of such remedies will not exceed the limits on AXIOM’s liability set forth in the Section entitled “Limitation of Liability.”
D. Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION, OR AS REQUIRED BY LAW, AXIOM DOES NOT MAKE ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
E. Warranty Application. Notwithstanding any provision to the contrary in this Agreement, any warranty offered and provided directly by AXIOM of any product shall be deemed null and void if the applicable product is (i) altered, modified or repaired by persons other than AXIOM, including, without limitation, the installation of any attachments, features, or devices not supplied or approved by AXIOM; (ii) misused, abused, or not operated in accordance with the specifications of AXIOM or the applicable manufacturer or creator of the hardware or product, or, (iii) subjected to improper site preparation or maintenance by persons other than AXIOM or persons approved or designated by AXIOM.
F. Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of this Agreement. You acknowledge and agree that AXIOM would not enter into this Agreement unless it could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to AXIOM), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below) shall not be limited by the foregoing limitation. Except for your payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to AXIOM for the specific Service upon which the applicable claim(s) is/are based during the six (6) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

VI. INDEMNIFICATION.
A. Each party (an “Indemnifying Party”) agrees to indemnify, defend and hold the other party (an “Indemnified Party”) harmless from and against any and all losses, damages, costs, expenses or liabilities, including reasonable attorneys’ fees, (collectively, “Damages”) from any and all Claims of third parties that arise from, or are related to, the Indemnifying Party’s breach of this Agreement. The Indemnified Party will have the right, but not the obligation, to control the intake, defense and disposition of any claim or cause of action for which indemnity may be sought under this section.
B. The Indemnifying Party shall be permitted to have counsel of its choosing participate in the defense of the applicable claim(s); however, (i) such counsel shall be retained at the Indemnifying Party’s sole cost, and (ii) the Indemnified Party’s counsel shall be the ultimate determiner of the strategy a defense of the claim(s) for which indemnity is provided. No claim for which indemnity is sought by an Indemnified Party will be settled without the Indemnifying Party’s prior written consent, which shall not be unreasonably delayed or withheld.

VII. TERM; TERMINATION.
A. This Agreement begins on the Effective Date and continues until terminated as described in this Agreement. Each SOW will have its own term and will be terminated only as provided herein, unless otherwise expressly stated in the applicable SOW. The termination of one SOW shall not, by itself, cause the termination of (or otherwise impact) this Agreement or the status or progress of any other SOW between the parties.
B. Termination Without Cause. Unless otherwise agreed by the parties in writing or otherwise permitted under this Agreement, no party will terminate this Agreement without cause if a SOW is in progress. Unless otherwise agreed by the parties in writing or otherwise permitted under this Agreement, no party will terminate a SOW without cause prior to the SOW’s natural expiration date. Notwithstanding the foregoing, AXIOM may terminate an applicable SOW, if any, and this Agreement without cause by providing no less than thirty (30) days prior written notice to you. After receipt of written notice of termination without cause, Client request AXIOM’s assistance with the transition away from its Service, the costs of which shall be governed by Paragraph VII(G) below. If you terminate a SOW or this Agreement without cause and without AXIOM’s consent, then you will be responsible for paying the AXIOM’s damages described in Section VII(C) below. If no SOW is in progress, then either party may terminate this Agreement without cause by providing the other party with five (5) days prior written notice.
C. Termination For Cause. In the event that one party (a “Defaulting Party”) commits a material breach of a SOW or of this Agreement, the non-Defaulting Party will have the right, but not the obligation, to terminate immediately this Agreement or the relevant SOW (a “For Cause” termination) provided that (i) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within twenty (20) days (ten (10) days for non-payment by CLIENT) following receipt of written notice of breach from the non-Defaulting Party. If AXIOM terminates this Agreement or any SOW For Cause, or if you terminate any SOW without cause prior to such SOW’s expiration date, then AXIOM shall be entitled to receive, and you hereby agree to pay to us, (i) all amounts that would have been paid to AXIOM had this Agreement or SOW (as applicable) remained in effect, or an amount equal to what AXIOM would have been paid for at least two (2) months’ worth fees for Services under this Agreement or SOW, whichever is greater, and (ii) all expenses incurred by us in our preparation and provision of the Services to you, e.g., licensing fees incurred by AXIOM, non-mitigatable hard costs, etc. If you terminate this Agreement or a SOW For Cause, then you will be responsible for paying only for those Services that were properly delivered and accepted by you up to the effective date of termination.
D. CLIENT Activity As a Basis for Termination. In addition to failing to pay as agreed, your actions which may give rise to a termination for cause by Axiom include, but are not limited to: (i) your failure to remedy, repair, or replace, as directed by AXIOM, any Client-supplied equipment, hardware or software which causes the System or any part of the System to malfunction consequently requiring remediation by AXIOM on three (3) or more occasions (“System Malfunction”), (ii) you or any of your staff, personnel, contractors, or representatives engaging in any act or behavior that renders it impracticable, imprudent, or unreasonable to provide the Services to you or which raises the risk of continuing Services to a level deemed unacceptable by AXIOM or in compliance with applicable government requirements, or (iii) you violate Article II.E. of this Agreement, then AXIOM will have the right, upon ten (10) days prior written notice to you, to terminate this Agreement or the applicable SOW For Cause.
E. Consent. The Parties may mutually consent, in writing, to terminate a SOW or this Agreement at any time.
F. Equipment / Software Removal. Upon termination of this Agreement or applicable SOW for any reason, you will provide us with access, during normal business hours, to your premises or any other locations at which AXIOM-owned equipment or software (collectively, “AXIOM Equipment”) is located to enable us to remove all AXIOM Equipment from the premises. If you fail or refuse to grant AXIOM access as described herein, or if any of the AXIOM Equipment is missing, broken or damaged (normal wear and tear excepted) or any of AXIOM-supplied software is missing, we will have the right to invoice you for, and you hereby agree to pay immediately, the full replacement value of any and all missing or damaged items.
G. Transition; Deletion of Data. In the event that you request AXIOM’s assistance to transition away from our services, we will provide such assistance if (i) all fees due and owing to us are paid to us in full prior to AXIOM providing its assistance to you, and (ii) you agree to pay our then-current hourly rate for such assistance, with up-front amounts to be paid to us as we may require. For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords, log file administrative server information, or conversion of data are transition services, and are subject to the preceding requirements.
H. No Retention of Data after Termination. Unless otherwise expressly stated in a SOW, we will have no obligation to store or maintain any CLIENT data in our possession or control beyond fifteen (15) calendar days following the termination of this Agreement. We will be held harmless for, and indemnified by you against, any and all claims, costs, fees, expenses incurred by either party that arise from, or are related to, our deletion of your data beyond the time frames described in this Section.

VIII. RESPONSE/REPORTING.
A. Response. We warrant and represent that we will provide the Services, and will act upon notifications received by us of an error, outage, alarm alert pertaining to the System and deemed by AXIOM in good faith to require action be taken to address the error, outage, or alarm alert, in the manner and within the time period(s) designated in an applicable SOW (“Response Time”), except for (i) those periods of time covered under the Onboarding Exception (defined below) or (ii) periods of delay caused by CLIENT-Side Downtime (defined below) or Vendor-Side Downtime (defined below) or (iii) periods in which we are required to suspend the Services to protect the security or integrity of your System or our equipment or network, or (iv) delays caused by a force majeure event.
a. Scheduled Downtime. For the purposes of this Agreement, Scheduled Downtime will mean those hours, as determined by us but which will not occur between the hours of 9:00 AM and 5:00 PM EST (or EDT, as applicable), Monday through Friday without your authorization or unless exigent circumstances exist, during which time we will perform scheduled maintenance or adjustments to our network. We will use our best efforts to provide you with least twenty-four (24) hours of notice prior to scheduling Scheduled Downtime.
b. CLIENT-Side Downtime shall mean any delays or deficiencies in the provision of, access to, the Services to the extent that such delays or deficiencies are caused by your actions or omissions.
c. Vendor-Side Downtime shall mean any delays or deficiencies in the provision of, access to, the Services to the extent that such delays or deficiencies are caused by third party service providers, third party licensors, or “upstream” service or product vendors.
B. Remedies; Limitations. Except for the Onboarding Exception, if we fail to meet our service level commitment in a given calendar month and if, under such circumstances, our failure is not due to your activities, omissions, or inactivity, then upon receiving your written request for credit, we will issue you a pro-rated credit in an amount equal to the period of time of the outage and/or service failure. All requests for credit must be made by you no later than forty-five (45) days after you either (i) report the outage or service failure to us, or (ii) if applicable, receive a monthly report showing the outage and/or failure. The remedies contained in this paragraph shall be your exclusive remedy for our failure to meet any service level commitment during the term of this Agreement.
C. Onboarding Exception. You acknowledge and agree that for the first thirty (30) days following the commencement date of a SOW, the Response Time commitments described in this Agreement will not apply to us, it being understood that there may be unanticipated downtime or delays due to our initial startup activities with you (the “Onboarding Exception”).

IX. CONFIDENTIALITY.
A. For the purposes of this Agreement, Confidential Information means any and all non-public information provided to us by you, including but not limited to your customer data, customer lists, internal documents, and related information. Confidential Information will not include information that: (i) has become part of the public domain through no act or omission of AXIOM, (ii) was developed independently by us, or (iii) is or was lawfully and independently provided to us prior to disclosure by you, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.
B. Use. We will keep your Confidential Information confidential and will not use or disclose such information to any third party for any purpose except (i) as expressly authorized by you in writing, or (ii) as needed to fulfill o obligations under this Agreement.
C. Due Care. We will exercise the same degree of care with respect to the Confidential Information we receive from you as we normally take safeguard and preserve our own confidential and proprietary information which in all cases will be at least a commercially reasonable level of care.
D. Compelled Disclosure. If we are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, we will immediately notify you in writing of such requirement so that you may seek a protective order or other appropriate remedy and/or waive our compliance with the provisions of this Section IX. We will use our best efforts, at your expense, to obtain or assist you in obtain any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, we may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that have been advised, by written opinion from our counsel, that we are legally compelled to disclose. If we incur any attorneys’ fees or costs, we will bill such fees consistent with II.D., above.

X. ADDITIONAL TERMS; THIRD PARTY SERVICES
A. EULAs. Portions of the Services may require you to accept the terms of one or more third party end user license agreements (“EULAs”). If the acceptance of a EULA is required in order to provide the Services to you, then you hereby grant us permission to accept the EULA on your behalf. EULAs may contain service levels, warranties and/or liability limitations that are different than those contained this Agreement. You agree to be bound by the terms of such EULAs and will look only to the applicable third party provider for the enforcement of the terms of such EULAs. If, while providing the Services, we are required to comply with a third-party EULA and the third-party EULA is modified or amended, we reserve the right to modify or amend any applicable SOW with you to ensure our continued compliance with the terms of the third party EULA.
B. Third Party Services. Portions of the Services may be acquired from, or rely upon the services of, third party manufacturers or providers, such as data hosting services, domain registration services, and data backup/recovery services (“Third Party Service”). Not all Third Party Services may be expressly identified as such in a SOW, and at all times we reserve the right to utilize the services of any third party provider or to change third party providers in its sole discretion as long as the change does not materially diminish the Services to be provided to you under a SOW. We will not be responsible, and will be held harmless by you, for the failure of any third-party provider or manufacturer to provide Third Party Services to AXIOM or to you.
C. Data Loss. Under no circumstances will we be responsible for any data lost, corrupted or rendered unreadable due to (i) communication and/or transmissions errors or related failures, (ii) equipment failures (including but not limited to silent hardware corruption-related issues), or (iii) our failure to backup or secure data from portions of the System that were not expressly designated in the applicable SOW as requiring backup or recovery services. Unless expressly stated in a SOW, we do not warrant or guarantee that any maintained storage device or functionality, data backup device or functionality, or load balancing functionality will operate in an error-free manner.
D. BYOD. You hereby represent and warrant that you own or lease all devices, peripherals and/or computer processing units, including mobile devices (such as notebook computers, smart phones and tablet computers) that are connected to the System. AXIOM will not be obligated to provide the Services to any mobile device or temporarily connected device unless that obligation is specifically stated in an applicable SOW. Further, unless otherwise stated in a SOW, devices will not receive or benefit from the Services while the devices are detached from, or unconnected to, the System. Further, Axiom does not support or work on devices owned or leased by anyone else other than the Client and may refuse to provide Services on devices, peripherals and/or computer processing units, including mobile devices, which are not owned or leased by the Client.

XI. MISCELLANEOUS PROVISIONS
A. Ownership. Except as provided for in the Agreement or any SOW, each party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks, copyrights and other intellectual property owned or licensed by such party (“Intellectual Property”), and nothing in this Agreement or any SOW shall be deemed to convey or grant any ownership rights or goodwill in one party’s Intellectual Property to the other party. No party has the right or license to alter, use, or modify the Intellectual Property without the express written consent of the owner. All Intellectual Property shall be returned to its owner upon termination, with or without cause, or expiration of this Agreement or any SOW.

B. Dispute Resolution.
a. “Disputes,” for purposes of this Agreement, do not include matters that are to be resolved by the Department of Defense or other Government authority.
b. Both parties shall use best efforts to resolve disputes under this Agreement amicably without intervention. Either party at any time may invoke an informal escalation process to resolve a dispute or disagreement, to include referral for discussion by responsible executives of each party. Use of the escalation process commits each party to seek a good faith resolution but does not divest either Party of its rights and defenses, including, for example, the right of a non-breaching party to terminate for default or the right of a party alleged to have breached of its right to contest the termination.
c. Arbitration. If a dispute cannot be resolved within thirty (30) days after use of the escalation as contemplated by the preceding paragraph, unless the parties mutually agree to a longer period for informal dispute resolution, then the dispute, claim or controversy arising from or related to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration before one arbitrator to be mutually agreed upon by the parties. The arbitration shall be administered and conducted by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”). In the event of any inconsistency between the Rules and the procedures set forth below, the procedures set forth below will control. The arbitrator will be experienced in contract, intellectual property and information technology transactions. If the parties cannot agree on an arbitrator within fifteen (15) days after a demand for arbitration is filed, JAMS shall select the arbitrator. The arbitration shall take place in the venue described in Section 13, below. The arbitrator shall determine the scope of discovery in the matter; however, it is the intent of the parties that any discovery proceedings be limited to the specific issues in the applicable matter, and that discovery be tailored to fulfill that intent. The cost of the arbitration shall be split evenly between the parties; however, the party prevailing in the arbitration shall be entitled to an award of its reasonable attorneys’ fees and costs.
C. You warrant and represent that you know of no law or regulation governing your business that would impede or restrict our provision of the Services, or that would require us to register with, or report our provision of the Services (or the results thereof), to any government or regulatory authority. You agree to promptly notify us if you become subject to any of the foregoing which, in our discretion, may require a modification to the scope or pricing of the Service.
D. Assignment. Neither this Agreement nor any SOW may be assigned or transferred by a party without the prior written consent of the other party which shall not be unreasonably withheld. This Agreement will be binding upon and inure to the benefit of the parties hereto, their legal representatives, and permitted successors and assigns. Notwithstanding the foregoing, we may assign our rights and obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of our business, or any other transaction in which ownership of more than fifty percent (50%) of our voting securities are transferred; provided, however, that such assignee expressly assumes our obligations hereunder.
E. Amendment. Unless otherwise expressly permitted under this Agreement, no amendment or modification of this Agreement or any SOW will be valid or binding upon the parties unless such amendment or modification originated in writing by AXIOM, specifically refers to this Agreement or applicable SOW, and is accepted in writing by one of your Authorized Contacts.
F. Severability. If any provision hereof or any SOW is declared invalid by a court of competent jurisdiction, such provision will be ineffective only the extent of such invalidity, illegibility or unenforceability so that the remainder of that provision and all remaining provisions of this Agreement or any SOW will be valid and enforceable to the fullest extent permitted by applicable law.
G. No Waiver. The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this Agreement, the temporary or recurring waiver of any term or condition of this Agreement, or the granting of an extension of the time for performance, will not constitute an Agreement to waive such terms with respect to any other occurrences.
H. Merger. This Agreement, together with any and all SOWs, sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings related to the Services, and no representation, promise, inducement or statement of intention has been made by either party which is not embodied herein. Any document that is not expressly and specifically incorporated into this Agreement SOW will act only to provide illustrations or descriptions of Services to be provided and will not modify this Agreement or provide binding contractual language between the parties. We will not be bound by any of our agents’ or employees’ representations, promises or inducements if they are not explicitly set forth in this Agreement.
I. Force Majeure. Neither party will be liable to the other party for delays or failures to perform its obligations under this Agreement or any SOW because of circumstances beyond such party’s reasonable control. Such circumstances include, but will not be limited to, any intentional or negligent act committed by the other party, or any acts or omissions of any governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or virus-related incidents that circumvent then-current anti-virus or anti-malware software, and acts of God.
J. Non-Solicitation. You acknowledge and agree that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, you will not, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of AXIOM’s employees or subcontractors to discontinue or reduce the scope of their business relationship with AXIOM, or recruit, solicit or otherwise influence any employee or agent of AXIOM to discontinue such employment or agency relationship with AXIOM. In the event that you violate the terms of the restrictive covenants in this Section 13(j), you acknowledge and agree that the damages to AXIOM would be difficult or impracticable to determine and you agree that in such event, as AXIOM’s sole and exclusive remedy therefore, you will pay AXIOM as liquidated damages and not as a penalty an amount equal to fifty percent (50%) percent of that employee or subcontractor’s first year of base salary with you (including any signing bonus). In addition to and without limitation of the foregoing, any solicitation or attempted solicitation for employment directed to any of our employees by you will be deemed to be a material breach of this Agreement, in which event we shall have the right, but not the obligation, to terminate this Agreement or any then-current SOW immediately For Cause.
K. Survival. The provisions contained in this Agreement that by their context are intended to survive termination or expiration of this Agreement will survive. If any provision in this Agreement is deemed unenforceable by operation of law, then that provision shall be excised from this Agreement and the balance of this Agreement shall be enforced in full.
L. Insurance. AXIOM and you will each maintain, at each party’s own expense, all insurance reasonably required in connection with this Agreement or any SOW, including but not limited to, workers compensation and general liability. We agree to maintain a general liability policy with a limit not less than $1,000,000 per occurrence. All of the insurance policies described herein will not be canceled, materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to the other party by certified mail.
M. Governing Law; Venue. This Agreement and any SOW will be governed by, and construed according to, the laws of the State of Florida. You hereby irrevocably consent to the exclusive jurisdiction and venue of the state courts in Duval County, Florida, for any and all claims and causes of action arising from or related to this Agreement.
N. No Third-Party Beneficiaries. The Parties have entered into this Agreement solely for their own benefit. They intend no third party to be able to re upon or enforce this Agreement or any part of this Agreement.
O. Usage in Trade. It is understood and agreed that no usage of trade or other regular practice or method of dealing between the Parties to this Agreement will be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.
P. Notices; Writing Requirement. Where notice is required to be provided to a party under this Agreement, such notice may be sent by U.S. mail, overnight courier, fax or email as follows: notice will be deemed delivered three (3) business days after being deposited in the United States Mail, first class mail, certified or return receipt requested, postage prepaid, or one (1) day following delivery when sent by FedEx or other overnight courier, or one (1) day after notice is delivered by fax or email. Notice sent by email will be sufficient only if (i) the sender emails the notice to the last known email address of the recipient, and (ii) the sender includes itself in the “cc” portion of the email and preserves the email until such time that it is acknowledged by the recipient. Notwithstanding the foregoing, any notice from you to AXIOM regarding (a) any alleged breach of this Agreement by AXIOM, or (b) any request for indemnification, or (c) any notice of termination of this Agreement or any SOW, must be delivered to AXIOM either by U.S. mail or fax, unless such requirement is expressly and specifically waived by AXIOM. All electronic documents and communications between the parties will satisfy any “writing” requirement under this Agreement.
Q. Independent Contractor. AXIOM is an independent contractor, and is not your employer, employee, partner, or affiliate.
R. Holidays. Holidays are any days that are federal holidays as declared by the United States Office of Personnel Management on January 1 of that year.
S. Subcontractors. Generally, AXIOM does not utilize subcontractors for to perform onsite services; however, should AXIOM elect to subcontract a portion of those services, AXIOM will guarantee the work as if AXIOM performed the subcontracted work itself. AXIOM also is responsible to assure that any lower-tier contractors, vendors, or suppliers, which it utilizes in the performance of Services under this Agreement, shall satisfy all applicable federal, state, and local laws and regulations.
T. Data Access / Storage. Depending on the Service provided, a portion of your data may occasionally be accessed or stored on secure servers located outside of the United States. You agree to notify us if your company requires us to modify our data sovereignty standard access or storage procedures. Axiom will its best efforts to comply with your data sovereignty requirements, provided you keep Axiom up to date on said requirements and that You accept any cost increases necessitated by any changes required.
U. Counterparts. This Agreement may be executed and delivered in separate counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts together shall constitute but one and the same instrument and agreement. A facsimile signature or electronic signature on this Agreement shall have the same legal effect as an original signature.
V. Warranty of Authorized Signatures: Each of the signatories hereto warrants and represents that he/she is competent, of legal age, and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign.