MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) states the terms and conditions between SouthTech Solutions, Inc. d/b/a SouthTech, a Florida corporation having its principal place of business at 2801 Fruitville Road, Suite 250, Sarasota, FL 34237 (“Provider”) and you (“Client”). This Agreement sets forth how Client will receive any or all of the services provided by Provider that are set forth in a Proposal(s), which may include hosting services, managed services, consulting services, and/or support services (“Service(s)”). This Agreement is intended to cover any and all Services ordered by Client and provided by Provider.

1. Acceptance.

1.1 Electronic Agreement/Modification. By checking the “I accept” box in relation to this Agreement and/or providing your electronic signature, you consent to have this Agreement and any Proposal(s) provided to you in electronic form and accept this Agreement and any Proposal(s) and agree to the terms, conditions and notices contained or referenced herein.

1.2 Modification. This Agreement may be modified by Provider at its sole discretion from time to time, such modifications to be effective upon posting on the Provider’s website by Provider and your use of the Services after such posting will constitute acceptance by you of such changes. Please consult this Agreement regularly. This Agreement was last updated March 14, 2016.

1.3 Access and Retention. A link to this Agreement will be found on the Provider’s website. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all software and equipment necessary to make such connection to the World Wide Web. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.

2. Delivery of Services. By submitting or accepting a Proposal(s), Client agrees to take and pay for the Service(s) provided in the Proposal(s) during the Initial Term and for any Renewal Term. Services shall be provided on a time and materials basis at the then standard fees and hourly rates outlined in the applicable Proposal(s), unless otherwise stated in the Proposal. If this Agreement is executed by Provider and sent to Client, but is not executed by Client and returned to Provider before Provider commences performing Services for Client, it is specifically understood and agreed that all terms and conditions of this Agreement shall apply and control all work performed by Provider for Client. All dates for performance are estimates, subject to revision, and are based upon prompt receipt of all necessary information and assistance. Provider is not liable for any delays, costs overruns, or liability resulting from factors beyond Provider’s control, including, but not limited to, unforeseen complexities, scope changes, change requests, force majeure events and delays caused by third parties. The term “Proposal(s)” shall mean all orders or proposals for Services, hardware and software including, but not limited to, proposals, order forms, order confirmations, sales orders, professional service agreements, managed service agreements, PowerView Agreements and engagement Letters.

3. Fees and Payment Terms.

3.1 Fees and Expenses. Client will pay all fees due according to the prices and terms listed in the applicable Proposal(s) and all other fees incurred by Client related to the Services, reinstatement of service fees and fees for upgrading account(s), all in accordance with then current Provider prices and policies. Unless otherwise stated in any Proposal(s), payment for all Services is due within thirty (30) days of Client’s receipt of each Provider invoice (Net 30 Terms) and payment for all hardware and Third Party Products is due, in full, prior to delivery. All payments will be made in U.S. Dollars. Provider may change the rate charged for any Services at any time without the prior written consent of the Client (“Rate Change”). Client shall be notified of all Rate Changes and all Rate Changes shall be effective on the first day of the next billing cycle, except those affecting professional services, which shall be effective upon receipt of notice. Notwithstanding the foregoing, Client may cancel any applicable Service identified within a Proposal affected by a Rate Change within five (5) days of receiving such notice by paying Provider all amounts due under this Agreement for the Service(s) through the date of termination. Termination shall be effective as of the last day of the current billing cycle.

3.2 Late Payments. Past due balances in excess of forty-five (45) days after Client’s receipt of the applicable invoice (respectively, a “Payment Default”) shall accrue finance charges at the rate of 1.5% per month, or the highest rate permitted by law, and shall be reflected on Client’s monthly statement. Client understands that its obligation to pay for Provider’s services constitutes an independent duty, and as such, Client agrees not to make any set-off against amounts owed to Provider.

3.3 Taxes. Client will be responsible for and will pay in full, except for taxes on Provider’s net income, all taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Services. If Client is tax exempt, all necessary certificates and documentation must be submitted with this Agreement.

4. Acceptance of Services. The Services shall be deemed accepted in full fifteen (15) days after the Delivery Date, unless a Defect Notice is received from Client on or before such fifteenth (15th) day. Upon receipt of such Defect Notice from Client, Provider shall review the asserted Defect to determine if the Defect is valid. If, in the reasonable professional judgment of Provider, such Defect is valid, Provider shall use its best efforts to correct the Defect and/or reperform the Services (at no additional charge) for acceptance by Client in accordance with the procedures set forth in this Section. If, in the reasonable professional judgment of Provider, such Defect is not valid, Provider shall submit to Client a written explanation of the reasons why such asserted Defect is not valid. The written explanation of Provider shall be deemed accepted by Client within ten (10) days after Client’s receipt of the written explanation, unless Provider receives a written objection to the written explanation on or before such tenth (10th) day. The failure of the parties to agree on the validity of the rejection of the Services shall be deemed a dispute and shall be resolved in accordance with this Agreement. Upon receipt of the Defect Notice from Client by Provider as set forth above, the Services shall be deemed accepted by Client except as to the Defect(s) specified in the Defect Notice. The term “Defect” shall mean Services not performed in a good and workmanlike manner. The term “Defect Notice” shall mean that certain written notice from Client to Provider reasonably identifying Defects. The term “Delivery Date” shall mean the date the Services are performed.

5. Responsibility for Third Party Services. Provider will solely determine personnel assigned to perform the Services and may engage independent contractors or subcontractors (“Provider Third Party Vendors”) to perform the Services. If Client engages non-Provider technicians, or service providers are engaged by Client to perform services in connection with the Services, (“non-Provider Third Party Vendors”), Client shall immediately notify Provider. Client acknowledges and agrees that Provider is not responsible for (i) the software, hardware, products and services of non-Provider Third Party Vendors, (ii) for delays beyond Provider’s control caused by non-Provider Third Party Vendors, and (iii) for any damages, claims, or costs due to any services performed either directly or indirectly by non-Provider Third Party Vendors. If requested by Client, Provider, at its discretion, will work with Client to attempt to resolve any problems caused by non-Provider Third Party Vendors. Client shall pay for this work at Provider’s then-applicable standard rate plus reimbursement of travel expenses, if any.

6. Client Cooperation, Obligations and Warranties.

6.1 Cooperation. Client shall reasonably, timely, and in good faith cooperate with and provide information to Provider as reasonably requested by Provider from time to time. Client authorizes Provider to access Client’s materials and Client’s personnel, facilities, information, data, computers, and computer software for purposes of performing the Services.

6.2 Client Project Manager. Client shall designate one or more of its personnel to act as an authorized project manager(s), who shall organize and participate in all phases of the engagement.

6.3 Client Warranties. Client warrants that (i) it has obtained all necessary authorizations, permissions, and licenses to provide Provider, and all technology or information developed or provided by Client, to be used in connection with the Services (the “Client Materials”); (ii) the Client Materials and third-party technology made available to Provider do not infringe or violate any patent, copyright, trade secrets, or trademark rights of any third party or violate any laws; and (iii) that the information Client furnishes to Provider on which Provider bases the description of the Services and the fees to be paid by Client, as set forth in each Proposal, is accurate and complete in all material respects.

6.4 Compliance with Law. Client agrees that it will use the Service(s) only for lawful purposes and in accordance with this Agreement. Client will comply at all times with all applicable laws and regulations.

6.5 Third Party Rights. Client shall not (i) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any Third Party Items (as defined in Section 7.3) or that appear during use of any Third Party Items; or (ii) reverse engineer, decompile, or disassemble any Third Party Items, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

6.6 Provider Materials. Unless specifically authorized by Provider in writing, Client shall not disclose or make available to any third party any materials, plans, models, software, documents, or other tangible items provided to Client in connection with or as part of the performance of any Proposal. Client acknowledges and agrees that all such materials, plans, models, software, documents, and other tangible items are provided solely in connection with a Proposal and are strictly for the internal use by Client.

7. Provider Warranties.

7.1 Limited Warranty. Provider represents and warrants that Provider and Provider Third Party Vendors assigned to render Services hereunder shall have the requisite level of expertise, skills, training, and professional education necessary to perform the Services in a good and workmanlike manner consistent with industry standards. Client agrees that interruptions or problems can affect Services from time to time, for which Provider is not responsible in any way, due to situations and events including, but not limited to:

A Force Majeure Event (as defined below);
Failure of hardware, unless such hardware is within sole control of Provider;
Failure of connectivity to Provider networks, services, and/or hardware, unless such failure is caused solely by Provider;
Scheduled maintenance and emergency maintenance and upgrades;
DNS (Domain Name System) issues outside the direct control of Provider. Disruptions or connectivity issues affecting Client’s Internet access;
Client’s acts or omissions (or acts or omissions of others engaged or authorized by Client), including, but not limited to, custom scripting or coding, any negligence, willful misconduct, or use of Provider services in breach of any Proposal(s);
Client’s interference with the functionality of Provider-installed and managed software on serviced devices. Actions which could interfere with the operation of Provider-installed software include, but are not limited to: installing conflicting software, altering the configuration of the software, and altering system settings and/or other software in a way that conflicts with or alters the behavior or capabilities of the Provider-installed software; or
DNS Propagation (the delay between when changes are made to DNS records and the propagation of those changes across the Internet).

7.2 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, PROVIDER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND CLIENT’S USE OF THE SERVICES IS AT ITS OWN RISK.

7.3 THIRD PARTY DISCLAIMER. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY TECHNOLOGY, CONTENT, PRODUCT OR SERVICE PROVIDED OR MADE AVAILABLE BY PROVIDER OR CLIENT IN CONNECTION WITH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, EQUIPMENT, HARDWARE AND SOFTWARE OBTAINED FROM THIRD PARTIES (COLLECTIVELY, THE “THIRD PARTY ITEMS”). CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THIRD PARTY ITEMS IS AT CLIENT’S SOLE RISK AND SUCH THIRD PARTY PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT REPRESENTATION OR WARRANTY, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FROM PROVIDER OR ANY THIRD PARTY VENDOR INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE THIRD PARTY ITEMS. THE CLIENT’S SOLE WARRANTY IS THE THIRD PARTY’S WARRANTY, IF SUCH WARRANTY EXISTS. PROVIDER DOES NOT AND CANNOT CONTROL THE FLOW OF INFORMATION TO OR FROM PROVIDER’S NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CLIENT’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). PROVIDER CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, PROVIDER DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

8. Support.

8.1 Remote Support. Provider will provide remote assistance upon request and/or approval by Client. All remote assistance, unless defined as maintenance or basic remediation included in a Proposal, will be billable under the agreed-upon rates established under a Proposal and will be subject the following:

Client acknowledges that while Provider’s remote support strives to respond to any and all problems requiring service within the expected response times based on severity, there may be times when that goal is unattainable. In those situations, Provider will provide remote support as soon as possible, in a best-effort capacity.
Provider’s remote support typically covers such areas as:
Systems and network troubleshooting, repair, and maintenance, or
Remote training, consulting, and other activities best conducted from Provider’s location.
Provider will not be responsible for problem resolution for any Third Party Items or specific industry applications used by the Client.
Provider’s remote assistance help desk will be closed on all service desk holidays stated in a Provider Proposal.

8.2 On-Site Service. Provider will provide on-site assistance upon request and/or approval by Client if it is necessary to resolve issues or provide assistance in a form unsuitable for remote support. In those cases, assistance will be billable under the agreed-upon rates established under a Proposal and will be subject to the following:

Client acknowledges that while Provider’s on-site support strives to respond to any and all problems requiring service within the expected response times based on severity, there may be times when that goal is unattainable. In those situations, Provider will provide on-site support as soon as possible, in a best-effort capacity.
Provider’s on-site support typically covers such areas as:
Systems and network troubleshooting, repair, and maintenance, or
On-site training, consulting, and other activities best conducted in an in-person context.
Provider will not be responsible for problem resolution for any Third Party Items or specific industry applications used by the Client.
Provider’s on-site service will be closed on all service desk holidays stated in a Proposal.

9. Confidentiality.

9.1 Confidential Information. Provider acknowledges that it may have access to Client confidential and proprietary information. Such confidential information may include, without limitation: (i) business and financial information; (ii) business methods and practices; (iii) technologies and technological strategies; (iv) marketing strategies, and (v) other such information as Client may designate as confidential at the time of disclosure (“Confidential Information”). Provider shall not sell, release or otherwise disclose the Confidential Information it has learned, or any other trade secrets of Client, to any third party at any time. In addition, Provider shall (a) utilize Confidential Information only to the extent necessary in order to perform its obligations pursuant to this Agreement; (b) use reasonable efforts to preserve and safeguard the proprietary or confidential nature of all Confidential Information; and (c) upon the termination or natural expiration of this Agreement, promptly return to Client or certify destruction of all Confidential Information which is set forth in written form, except that Provider may keep its personal copies of its compensation records and a copy of this Agreement. In addition, Provider will return any other property belonging to Client including without limitation: computers, equipment, office supplies, money and documents.

9.2 Exceptions. Provider shall not be liable under Section 9.1 for the disclosure or use of such Confidential Information which (i) is or becomes publicly known other than by breach of this Agreement, (ii) is obtained without restriction by Provider on a non-confidential basis from a third party lawfully possessing and lawfully entitled to disclose such information, (iii) is previously known by Provider evidenced by written material containing such information, (iv) is at any time developed by the Provider completely independent of any disclosures hereunder or (v) is required to be disclosed by a government or judicial entity having proper jurisdiction over Client.

10. Limitations of Liability.

10.1 PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS OF DATA RESULTING FROM DELAYS, CORRUPTION OF DATA, NONDELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS. CLIENT SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES, AND PROVIDER SHALL HAVE NO LIABILITY THEREFOR. EXCEPT TO THE EXTENT OF PROVIDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PROVIDER NOR ITS SUPPLIERS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO PROVIDER’S OR CLIENT’S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CLIENT’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF PROVIDER’S OR ITS SUPPLIER’S NEGLIGENCE.

10.2 LIMITATION ON DAMAGES. EXCEPT FOR THE CLIENT’S INDEMNITY OBLIGATIONS IN SECTION 11, IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE.

10.3 Maximum Liability. Notwithstanding anything else to the contrary contained in this Agreement, Provider’s maximum aggregate liability to Client for any claim related to, or in connection with, this Agreement, whether in contract, tort or otherwise, shall be limited to the total amount of fees actually paid by Client to Provider for a period three (3) months before the event giving rise to liability, even if this Agreement fails of its essential purpose.

10.4 Limitations Period. Neither party may bring any claim or action arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than one year after the claim accrues. THE PARTIES AGREE THAT ANY CLAIM NOT PRESENTED WITHIN ONE (1) YEAR OF THE ACCRUAL OF THE CLAIM BY THE PARTIES SHALL BE DEEMED TO BE WAIVED.

10.5 No Professional Responsibility. Client assumes sole responsibility and liability for the accuracy and interpretation of all output and for the results generated by any software, products or Services and operations procedures. Any advice provided by Provider does not constitute the rendering of medical, legal, financial, or other professional advice or recommendations. Client assumes sole responsibility and liability for the interpretation of and decisions made from any recommendations, guidance, direction or advice provided by Provider.

10.6 Third Party Items. Provider may provide Client access to Third Party Items through reseller relationships Provider has established with certain commercial vendors, including without limitation, Microsoft Corporation and Dell, Inc. (“Third Party Vendors”). Unless otherwise expressly provided in this Agreement or any Proposal, Client understands that product support for Third Party Items is provided by the respective manufacturer and/or underlying service provider and not by Provider. Unless otherwise expressly provided in this Agreement or any Proposal, neither Provider nor any Third Party Vendor makes any representations or warranties, express or implied, regarding any Third Party Items (as further stated in Section 7.3). CLIENT AGREES TO OBSERVE THE TERMS OF ANY LICENSE AND/OR APPLICABLE END USER SUBSCRIBER AGREEMENT FOR THIRD PARTY ITEMS AND THAT CLIENT SHALL BE FULLY LIABLE TO THIRD PARTY VENDORS AND PROVIDER WITH RESPECT TO ANY IMPROPER USE OF SUCH THIRD PARTY ITEMS OR VIOLATION OF LICENSE AGREEMENTS WITH THEM AND/OR APPLICABLE END USER SUBSCRIBER AGREEMENTS.

11. Indemnification. Client agrees to defend, protect and indemnify Provider and its officers, directors, employees, and agents, licensors and suppliers and hold them harmless from any and all losses, costs, expenses (including, but not limited to, reasonable attorneys’ fees), claims, damages, liabilities, penalties, actions, proceedings or judgments resulting from any claim, suit, action, or proceeding brought by any third party against Provider or its affiliates related to or arising out of this Agreement caused by Client.

12. Term and Termination.

12.1 Term. The term for Service(s) will commence and end on the dates as indicated on the Proposal(s) (“Initial Term”). Upon expiration of the Initial Term, the term shall be extended automatically for a like term (“Renewal Term”), unless and until either party gives the other no less than thirty (30) days’ prior written notice of a termination. The termination of any Service will not affect Client’s obligations to pay for other Service(s).

12.2 Termination without Cause. This Agreement may be terminated by either party at any time for any reason or no reason at all upon either party giving to the other no less than thirty (30) days’ prior written notice of termination. No matter which party terminates the Agreement pursuant to this Section 12.2, any and all payment obligations of Client under this Agreement for Service(s) provided through the date of termination will immediately become due, and Client shall be required to prepay for any portion of the Services that have not been paid for and are to be rendered during such thirty (30) day period.

12.3 Termination for Cause. In addition to any other rights it may have under this Agreement or applicable law, Provider may immediately terminate this Agreement or suspend service, effective without notice, in the event of a Payment Default, or Client’s breach or failure to comply with any other obligation of Client under this Agreement including, but not limited to, its failure to comply with any other published policies of Provider. Client may terminate this Agreement if Provider breaches any material term or condition of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice of same. If this Agreement is terminated by Provider under this Section 12.3, all remaining monthly recurring and other fees specified on the applicable Proposal(s) for the balance of the then current term shall immediately become due and payable.

13. Governing Law, Jurisdiction, Venue, Restrictions. The Agreement shall be governed by the laws of the State of Florida, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE STATE COURTS IN SARASOTA COUNTY, FLORIDA, AND EACH PARTY AGREES NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO. In any action arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorney’s fees, both in the trial court and on appeal.

14. Non-Solicitation. During the Term and for a period of one (1) year thereafter, Client and Provider shall not hire, solicit, nor attempt to solicit, each other’s employees or contractors, or assist or encourage any third party to do so, without prior written consent. Violation of this provision shall entitle the damaged Party to assert liquidated damages against other the Party equal to one hundred fifty percent (150%) of the solicited person’s total annual compensation, together with reasonable attorneys’ fees incurred by Provider in enforcing this provision.

15. Non-Waiver. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. A party’s waiver of any of its rights under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not.

16. Construction. The paragraph headings in the Agreement are not part of the Agreement, but are for the convenience of the parties. The use of the word “including” in the Agreement shall be read to mean “including without limitation.”

17. Force Majeure. Except for the obligation to make payments as described herein, neither party shall be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond that party’s control, including significant failure of a part of the power grid, significant failure of the Internet, acts of any governmental body, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, attacks (including, but not limited to, denial of service attacks, virus attacks), hackers, failure of third party software (including, but not limited to, anti-virus software, backup software) or other events of a magnitude or type for which precautions are not generally taken in the industry (a “Force Majeure Event”).

18. Severability. In the event any term of this Agreement is held unenforceable by a court having jurisdiction, the remaining part of the Agreement will remain in full force and effect, provided that the Agreement without the unenforceable provision(s) is consistent with the material economic incentives of the parties leading to the Agreement.

19. No Presumption against Drafter. This Agreement has been and will be construed to have been drafted by all the Parties to it so that any rule construing ambiguities against the drafter will have no force or effect.

20. Independent Contractor Status. Each party and its people are independent contractors in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. Provider may offer the Services to anyone, including a competitor of Client.

21. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither Provider nor Client may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other, which may not be unreasonably withheld.

22. Notice of Changes to Documents. Client represents that it has not made any change to the final signed Proposal(s) or other documents constituting the Agreement that have not been brought to the attention of Provider via a redlined document, e-mail correspondence or other means reasonably calculated to put Provider on notice of the change.

23. Entire Agreement. The Proposal(s) (including any appendixes and additional terms contained therein) and any addendums to this Agreement accepted by both Provider and Client are hereby incorporated in this Agreement by reference and together collectively constitute the Agreement. The Agreement is the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces any prior agreement, understanding or communication, written or oral; this includes information provided in any written proposal presented to Client prior to the execution of this Agreement.

24. Order of Precedence. In the event of any conflict between the terms of this Agreement and the terms of any Proposal(s) resulting therefrom, then the following order of precedence shall govern: (1) special or additional terms contained within the Proposal(s) or any attachment thereto and (2) terms of this Agreement.