Master Terms for Growth Generation Services

These Master Terms for Growth Generation Services (these "Master Terms") are entered into by and between Sales Automation Systems LLC ("Consultant") and the client identified in an executed Account Order Form that incorporates these Master Terms ("Client"). These Master Terms, together with each executed Order Form and Schedule A (Mutual Confidentiality and Non-Disclosure Terms), constitute the Master Services Agreement (the "Agreement" or "MSA") between the Parties.

By executing an Order Form that references these Master Terms, Client agrees to be bound by this Agreement. Consultant and Client are collectively referred to as the "Parties", and each separately as a "Party".

"Consultant" means Sales Automation Systems LLC, a Nevada limited liability company, with offices at 1810 E Sahara Ave STE 75676, Las Vegas, NV 89104, USA (contact: Contracts@SalesAutomation.Systems).

"Client" means the party identified as the client in an executed Order Form, who bears all payment obligations and legal responsibilities under this Agreement.

"AOF" or "Order Form" means an Account Order Form executed by the Parties that incorporates these Master Terms.

"AOF Effective Date" means, for each AOF, the date on which that AOF becomes effective as stated in the applicable AOF; if no separate date is stated, the AOF Effective Date is the date the AOF is fully executed by the Parties.

"AOF Term" means each commitment period under an AOF, measured in Billing Periods as stated in the applicable AOF, including the Initial AOF Term and each Renewal AOF Term.

"Billing Period" means the recurring service and billing interval specified in the applicable AOF.

"Base Commitment Fee" means the total recurring fee for an AOF Term before any prepayment discount, as stated in the applicable AOF.

"Ideal Customer Profile" or "ICP" means the prospect criteria documented by Client in the campaign ideation document completed during onboarding, as updated by mutual written agreement of the Parties.

"Positive Reply" means any reply, in any channel, from or on behalf of a prospect contacted through Consultant's outreach, except: (a) automated or system-generated responses (out-of-office notices, autoresponders, delivery or bounce notifications, verification messages, newsletters, and similar); (b) a request to unsubscribe, cease contact, or be removed from lists, containing no other substantive content; (c) a reply stating only that the recipient is not the relevant contact, without a referral or other actionable information; and (d) an unambiguous, unconditional declination of interest containing no question, referral, deferral, or request for information. For clarity, replies expressing deferred interest (e.g., "contact me next quarter"), referrals to other personnel, questions about Client's or Consultant's offering, and requests for information or a meeting are Positive Replies. Any reply not falling squarely within an exclusion above is a Positive Reply.

"Term" means the period during which this Agreement remains in effect pursuant to Section 2.

"Claims" has the meaning set forth in Section 10.1.

"Effective Date" means the date on which the first Order Form between the Parties incorporating these Master Terms is fully executed.

1.1 This Agreement applies to all present and future agreements, directions, instructions, work orders, scopes of work, and related activities between Consultant and Client, unless mutually agreed otherwise in writing.

1.2 Consultant shall perform the services described in the applicable AOF (collectively, the "Services"). Each AOF, upon execution, shall be incorporated into, governed by, and become part of, this Agreement, and the Parties may enter into additional AOFs without amending this Agreement. Each AOF follows the term, non-renewal, and termination provisions in Section 2 and Section 8 hereof. Client agrees and acknowledges that Consultant shall not be obligated to perform Services before receipt of an executed AOF.

1.3 Additional Services. The Parties may agree in writing, including by email or Slack, to add separate additional services at the fees stated in that agreement. An additional service is separate from the existing Services. It does not modify, expand, or set targets for the Services under any existing Order Form. If no fee is stated (and the agreement does not expressly state the service is free), Consultant has no obligation to perform, and any work Consultant chooses to do is a courtesy it may stop at any time. No additional service or courtesy creates any obligation regarding the existing Services or any course of dealing.

1.4 In performing the Services, Consultant may purchase third-party services, equipment, products, goods, accessories, materials, subscriptions and other items reasonably necessary for, ancillary to, or implied as part of, Consultant’s performance of the Services, and Client shall reimburse Consultant for the cost of the same, plus a five percent (5%) administrative fee (collectively, “Expenses”), as invoiced pursuant to Section 4 hereof. For the avoidance of doubt, all Expenses incurred by Consultant in connection with the Services, whether arising from the initial scope or any expansion thereof, shall require Client’s prior written approval, not unreasonably delayed, denied or conditioned, to be reimbursable pursuant to Section 4 hereof.

1.5 Campaign metrics, lead data, meeting data, conversion data, and related performance information are used for operational reporting, performance analysis, campaign optimization, and documentation of Services, and do not create additional performance-based compensation under this Agreement.

1.6 NO SERVICE WARRANTY.

The Services are subject to the disclaimer set forth in Section 14. Consultant does not guarantee any particular level of lead volume, conversion, revenue, engagement, or business outcome. Estimates, forecasts, targets, timelines, and projections Consultant provides in any form or channel are good-faith estimates only, are not commitments or warranties, and do not modify this Agreement or any Order Form.

1.7 Consultant is not a data storage or backup provider and shall have no obligation to archive, store, or retain any data, communications, records, or content related to the Services beyond what is reasonably necessary to perform the Services. Client is solely responsible for maintaining adequate backups of all important data and content.

1.8 Exclusivity and Vendor Coordination.

(a) Client may engage additional consultants, agencies, or service providers (each, an "Additional Outbound Vendor") at its discretion, provided that any such engagement involving activities similar to the Services, including but not limited to outbound email services (collectively, "Competing Services") shall be subject to the obligations set forth in this Section 1.8.

(b) Client represents and warrants that any Additional Outbound Vendors engaged by Client as of the applicable AOF Effective Date are disclosed in the applicable Order Form. If no Additional Outbound Vendor is disclosed in the Order Form, Client represents that no Additional Outbound Vendor is currently engaged.

(c) Client shall notify Consultant in writing in accordance with Section 15.2 no fewer than ten (10) business days before contracting with or engaging any new Additional Outbound Vendor during the Term. Such notice shall identify the vendor by name and describe the general scope of the Competing Services to be performed.

(d) Client shall be solely responsible for:

(i) coordinating do-not-contact ("DNC") lists and suppression data between all vendors performing Services and Competing Services on Client's behalf;

(ii) providing Consultant with real-time or reasonably prompt DNC updates necessary for Consultant to maintain compliance with applicable laws, including the CAN-SPAM Act; and

(iii) ensuring that Consultant receives sufficient information from Client or Client's other vendors to avoid duplicative or conflicting outbound communications to the same recipients.

(e) No Additional Outbound Vendor may send outbound email from domains, mailboxes, or sending infrastructure managed by Consultant without Consultant's prior written consent.

(f) Consultant may terminate this Agreement immediately upon written notice to Client in accordance with Section 15.2 if Consultant determines, in good faith, that an Additional Outbound Vendor's sending practices create a material compliance risk or reputational risk to Consultant or to Consultant's managed infrastructure, including but not limited to domain reputation degradation, IP blacklisting, or exposure to regulatory enforcement under applicable anti-spam laws.

1.9 Use of Technology.

Client acknowledges that Consultant may use artificial intelligence, machine learning, automation tools, and other technology in performing the Services. Client consents to such use and acknowledges that outputs may vary based on technological capabilities and limitations. Consultant makes no warranties regarding the accuracy or completeness of AI-generated content and Client is solely responsible for reviewing and approving all deliverables before use. Client further acknowledges that AI and automation tools are continually evolving and that Consultant may update, upgrade or change the technologies used without prior notice.

1.10 No Service Level Agreement.

Unless expressly stated otherwise in an executed AOF, Consultant does not guarantee any specific service levels, uptime commitments, response times, or performance metrics. The Services are provided on a commercially reasonable basis, subject to availability. Consultant shall not be liable for any delays, interruptions, or failures in service delivery caused by factors outside Consultant's commercially reasonable control, including but not limited to third-party service outages, internet connectivity issues, or Client's failure to timely cooperate as required under Section 3.1.

1.11 Reply Categorization and Acceptance.

Consultant's records categorizing replies as Positive Replies or as falling within an exclusion in the definition of Positive Reply are the system of record. Consultant shall share the underlying reply text with Client upon request. Client must dispute a categorization in writing within ten (10) business days after delivery of the applicable report, identifying the disputed reply and the basis for the dispute. Any categorization not disputed within that period is deemed accepted.

1.12 Targeting.

Consultant targets outreach using the ICP. Prospect data is sourced from third parties and is imperfect, so targeting is approximate. Contact with prospects outside the ICP is not a breach of this Agreement and does not affect the categorization of any reply as a Positive Reply. Client acknowledges that materially narrowing or redirecting the ICP may reduce results for the remainder of the Term.

This Agreement shall commence on the Effective Date and shall remain in effect while any AOF remains active, unless earlier terminated in accordance with this Agreement.

Each AOF shall have an initial term of three (3) Billing Periods beginning on the applicable AOF Effective Date (the "Initial AOF Term"), unless otherwise stated in such AOF. The Initial AOF Term is a firm commitment and, except as otherwise expressly provided in this Agreement with respect to termination for cause or termination by Consultant, may not be terminated by Client for convenience before its expiration.

Upon expiration of the Initial AOF Term, each AOF shall automatically renew for successive renewal terms of three (3) Billing Periods each (each, a "Renewal AOF Term," and together with the Initial AOF Term, each an "AOF Term"), unless either Party provides written notice of non-renewal in accordance with Section 15.2 at least one (1) Billing Period before expiration of the then-current AOF Term.

Client's payment obligation is for the full AOF Term, with invoicing and payment timing as stated in the applicable AOF.

Fee adjustments, billing synchronization, non-proration, non-refundability, and payment consequences upon expiration, termination, or non-renewal are governed by Section 4 and Section 8.3.

2.1 Pause Option.

(a) This Section 2.1 applies only to an Order Form under which Client is obligated to pay a recurring Retainer Fee greater than zero after application of any Service Credit. After completion of the Initial AOF Term, Client may pause the Services under that Order Form once in any twelve (12) month period by (i) providing at least twenty-eight (28) days' prior written notice in accordance with Section 15.2 and (ii) paying a deposit equal to the Retainer Fee for one (1) Billing Period under the applicable Order Form (the "Pause Deposit") before the pause begins. The pause takes effect at the start of the first Billing Period following the notice period and may continue for up to eighty-four (84) consecutive days (the "Pause Period").

(b) During the Pause Period, Consultant will preserve Client's outreach infrastructure used for the applicable Order Form, including domains, mailboxes, and account configurations, and will continue warm-up activity to maintain deliverability; outbound campaign sending will be suspended; and no other Services covered by the recurring Retainer Fee will be provided under the applicable Order Form. No Retainer Fees accrue and no Billing Periods run under the applicable Order Form during the Pause Period, and the then-current AOF Term under Section 2 is suspended and resumes when Services resume. The Pause Period affects only the Services covered by the recurring Retainer Fee and the accrual of Retainer Fees. It does not suspend, reduce, defer, or otherwise affect any Revenue Share, Success Fee, other performance-based compensation, attribution, reporting, invoicing, verification, audit, or payment obligation under the Agreement, including any amount that accrues or becomes payable during the Pause Period under any attribution or survival provision of the Agreement.

(c) Client may resume Services at any time during the Pause Period by written notice in accordance with Section 15.2, and Services and billing under the applicable Order Form resume at the start of the next calendar week following such notice. Consultant may apply a reasonable ramp-up period to restore sending volume and deliverability. Upon resumption, the Pause Deposit is applied as a credit against Client's next Billing Period invoice.

(d) The Pause Deposit is non-refundable and not redeemable for cash. If Client does not resume Services by the end of the Pause Period, the applicable Order Form terminates as of the last day of the Pause Period and the Pause Deposit is forfeited to Consultant.

3.1 Client shall cooperate fully with Consultant in all matters related to this Agreement. Such cooperation shall include, but is not limited to, timely providing substantive and meaningful responses to Consultant’s communications, fulfilling requests, providing true and accurate data and content requested by Consultant, acting in good faith, and refraining from any actions that may unreasonably hinder or delay Consultant’s ability to perform its duties under this Agreement.

3.2 Consultant shall not be responsible for the accuracy, completeness, legality, or integrity of any data, content, or materials provided by Client. Consultant may rely on such data without further verification, and Client shall be solely responsible for the consequences of any inaccurate, incomplete, or unlawful data or instructions.

3.3 Client shall provide written notification to Consultant, within fourteen (14) days of the applicable event, of leads, meetings, opportunities, customers, revenue/status events, or other material outcomes reasonably attributable, in whole or in part, to the Services, together with the relevant information reasonably necessary for Consultant to analyze, optimize, document, and report on campaign performance.

3.4 Client shall supply a live or reasonably prompt data stream of:

(i) prospects that sign up on Client's website,

(ii) prospects that book meetings with Client,

(iii) prospects that convert into paying customers, and

(iv) other lead engagement, pipeline, conversion, revenue, customer-status, or performance data reasonably requested by Consultant for the purpose of performing, analyzing, optimizing, documenting, or reporting on the Services.

Such data shall be provided within fourteen (14) days of each such event throughout the Term of this Agreement. If a live data stream fails, becomes unavailable, or is interrupted for any reason, Client shall promptly work to restore such stream while immediately providing such data manually to Consultant until the live data stream is restored.

3.5 Client shall provide operational reports reasonably requested by Consultant for each reporting period stated in the applicable AOF (or, if none is stated, each calendar month) or otherwise reasonably requested by Consultant. Reports shall be due within fourteen (14) days after the end of each reporting period and shall include, to the extent applicable:

(i) lead name/identifier,

(ii) event type,

(iii) event date,

(iv) revenue amount, deal value, pipeline stage, or customer status if applicable, and

(v) such other information as reasonably requested by Consultant for performance analysis, campaign optimization, reporting, or verification purposes. Client's obligation to provide information regarding events occurring during the Term, or arising from leads, prospects, campaigns, outreach, or Services performed during the Term, survives termination, expiration, non-renewal, and the end of live data-stream access.

3.6 Client shall use the Services only for lawful commercial purposes.

3.7 Prohibited Uses.

Client shall not use the Services for:

(a) any illegal purpose;

(b) promoting illegal products or services;

(c) adult content or sexually explicit services;

(d) unregulated gambling;

(e) weapons, explosives, or controlled substances;

(f) harassment, threats, or intimidation;

(g) deceptive or fraudulent practices;

(h) pyramid schemes or multi-level marketing without proper disclosure;

(i) payday loans or predatory lending;

(j) cryptocurrency schemes or unregistered securities; or

(k) any purpose that violates applicable laws or third-party rights.

Consultant reserves the right to terminate Services immediately upon discovery of prohibited use, without refund. Client's indemnification obligations under Section 10 apply to any Claims arising from Client's use of the Services for prohibited purposes.

3.8 Client Data and Content Compliance.

Client represents and warrants that:

(a) all contact lists, prospect data, and lead information provided to Consultant are lawfully obtained with appropriate consent;

(b) Client has the legal right to have Consultant contact such prospects;

(c) all products, services, offers, and content that Client directs Consultant to promote comply with applicable laws; and

(d) Client will promptly honor all opt-out requests forwarded by Consultant.

Consultant disclaims liability for compliance issues arising from Client-provided data, content, or offers. Client's indemnification obligations under Section 10 apply to any Claims arising from Client's non-compliant data or content.

4.1 Fees.

As consideration for the Services to be performed by Consultant, Client agrees to pay the Consultant fees (collectively, the “Fees”) set forth in the applicable Account Order Form.

4.2 Taxes.

Any and all taxes related to this Agreement and the Services, including but not limited to sales tax, shall be the sole responsibility of Client, and may be collected by Consultant, unless Client delivers to Consultant reasonable proof of tax-exempt status on the Effective Date. Client is solely responsible for its own tax obligations, including the payment of any applicable income taxes, social security taxes, and any other taxes or contributions required by law. No part of Consultant’s compensation will be subject to withholding by Client for the payment of any social security, federal, state, municipal tax, or any other employee payroll taxes.

4.3 Payment Due Date.

Payments of Fees and Expenses, including Base Commitment Fees, discounted multi-Billing-Period prepayments, and any Billing Period installments stated in an AOF, are due and payable on the date specified on the corresponding invoice, subject to the payment timing stated in the applicable AOF. Client agrees that payments shall be made in USD. If Client elects automated payment methods under Section 4.4 hereof, Client is responsible for ensuring sufficient funds are available in the designated account on the due date. Past due balances shall accrue late fees as provided in Section 4.7.

4.4 Payment Authorization.

If Client elects to pay via automated payment methods, Client hereby authorizes Consultant to initiate automatic withdrawals for all amounts due under this Agreement, including Fees, Expenses, late fees, or other charges. Such automated payments may be processed through Consultant's designated payment processor(s), which may include but are not limited to ACH transfers, credit card charges, or other electronic payment methods.

Upon Client's election of automated payment, Client shall provide accurate and complete payment information through Consultant's designated payment platform or process. Client represents and warrants that all payment information provided is accurate, complete, and that Client has full authority to authorize charges to the designated account or payment method.

No charges will be made to a payment method collected through billing setup unless and until Client signs an Order Form, except as otherwise expressly authorized by Client in writing.

Client agrees to maintain valid payment information on file and promptly update such information at least five (5) business days prior to any scheduled payment. Client shall remain fully liable for any fees, penalties, or failed payment charges resulting from invalid, expired, or insufficient payment methods.

This payment authorization shall remain in effect for the duration of this Agreement unless revoked by Client through written notice to Consultant in accordance with Section 15.2 at least ten (10) business days prior to the next scheduled payment date. Such revocation does not relieve Client of any outstanding amounts owed to Consultant, which shall become immediately due and payable via alternative payment methods.

Any processor-provided card authorization, ACH authorization, or NACHA mandate accepted through Stripe or another payment processor controls to the extent it is required by that processor or applicable payment-network rules. This Section 4.4 supplements, and does not replace or conflict with, those processor or network terms. For ACH, this supplemental authorization is limited to recurring debits, returned-payment fees, and re-attempts of failed debits.

4.5 Disputed Invoice.

Should Client dispute in good faith any sums invoiced, Client shall

(a) pay timely all undisputed sums, and

(b) notify Consultant in writing of any disputed sums, detailing the grounds for such dispute and including supporting evidence when applicable and/or available, within thirty (30) days of the corresponding invoice. Failure to fully comply with this Section 4.5 shall result in Client waiving any disputes or objections relating to such invoiced sums.

4.6 Insufficient Funds and Failed Transactions.

In the event an ACH withdrawal, credit card charge, or other electronic payment is returned or rejected due to insufficient funds or other failure, Client agrees to pay any bank fees, payment processor charges, or other charges incurred by Consultant therefrom, in addition to any applicable late fees. Consultant may, at its discretion, reattempt the payment within five (5) business days of the failed transaction. Should a second attempt fail, Consultant may pursue payment by other lawful means, and Client shall remain liable for any resulting costs or penalties, including collections costs and reasonable attorney’s fees.

4.7 Late Fee.

Any sums/fees that remain unpaid following the due date shall accrue a late fee equal to the lesser of 18% per annum and the maximum rate permitted by law.

4.8 Fee Adjustments.

Consultant may adjust Fees upon at least one (1) Billing Period’s prior written notice in accordance with Section 15.2, with any adjustment effective no earlier than the start of the next AOF Term unless Client agrees otherwise in writing. If Client does not agree to the adjusted Fees, Client must notify Consultant in writing in accordance with Section 15.2 before the effective date of the adjustment. In such event, the adjustment shall not take effect, and Consultant may elect either to continue the affected AOF at the then-current Fees or to terminate the affected AOF, upon written notice to Client, effective as of the end of the then-current AOF Term. If Client does not provide such notice of disagreement, the adjusted Fees apply beginning on their stated effective date, and Client’s continued use of the Services constitutes acceptance of the adjusted Fees.

4.9 Billing Synchronization.

Consultant may synchronize billing for multiple AOFs to a single billing date, and any partial Billing Period created solely for billing synchronization shall be invoiced as specified in the applicable AOF.

4.10 Chargebacks and Payment Disputes.

Client agrees not to initiate any chargeback, ACH return, or payment-processor dispute with respect to amounts due under this Agreement without first following the invoice dispute procedure in Section 4.5. Any chargeback or payment dispute initiated in violation of this Section 4.10 constitutes a material breach of this Agreement, and Client shall be responsible for the disputed amounts properly due, together with chargeback fees, processor penalties, and reasonable costs of collection (including reasonable attorney's fees). Nothing in this Section waives any right that Client cannot waive under applicable law or card network rules.

4.11 Promotional Flexible Billing Option.

An Order Form may identify a Standard Installment Plan, a Quarterly Prepay Plan, or a Flexible 28-Day Plan. The applicable Order Form must state the payment option selected and the dollar amount that applies to Client.

If Client selects a Flexible 28-Day Plan stated in the applicable Order Form, Client shall pay the Flexible Retainer Fee stated in that Order Form at the start of each successive twenty-eight (28)-day Billing Period.

The eighty-four (84)-day commitment and automatic-renewal structure remain the default terms of the Order Form. While the Flexible 28-Day Plan is the payment option recorded for Client, Client may terminate the Services by giving written notice under Section 15.2, with termination effective twenty-eight (28) days after the notice is given. Client remains responsible for amounts accrued through the effective termination date; this provision does not create a new proration formula or refund right. No additional amendment is required to select a payment option already authorized in the applicable Order Form.

An authorized payment-option change may be requested through Consultant's designated billing process. A payment-option change is effective only when recorded by Consultant in that process, and that record is the applicable recorded payment option for purposes of this Section. This paragraph does not require Consultant to provide self-service plan switching through a client portal.

5.1 Schedule A - NDA. The Mutual Confidentiality and Non-Disclosure terms attached as Schedule A - NDA are incorporated into and made part of this Agreement. Schedule A - NDA applies to Confidential Information disclosed before, on, or after the Effective Date, including Confidential Information disclosed in connection with Client’s evaluation of Consultant’s services, the negotiation of this Agreement, and the performance of Services.

If the Parties previously executed a separate confidentiality or non-disclosure agreement (including any mutual non-disclosure agreement signed during evaluation or negotiation of this engagement), that prior agreement is terminated and superseded in its entirety by this Agreement and Schedule A - NDA as of the Effective Date. Confidential Information disclosed under any such prior agreement is deemed Confidential Information disclosed under Schedule A - NDA and remains protected on the terms of Schedule A - NDA.

5.2 Authorized Use. Notwithstanding Schedule A - NDA, Client authorizes Consultant to use Client’s Confidential Information to the extent reasonably necessary to perform the Services, administer the relationship, enforce this Agreement, comply with applicable law, and exercise Consultant’s rights under this Agreement.

5.3 Return or Destruction. Upon the expiration or termination of this Agreement, each Party shall return or destroy Confidential Information in accordance with Schedule A - NDA.

5.4 Electronic Communications and Data Security Disclaimer. The Parties recognize and acknowledge that no electronic communications, transmissions, or data storage systems are 100% secure and that the risk of unauthorized access, interception, or disclosure by third-party hackers or malicious actors exists. Client expressly agrees that Consultant shall not be liable for any unauthorized disclosure, access, or breach of data relating to this Agreement, including but not limited to any personal, confidential, or proprietary information, to the extent such disclosure is caused by the negligent or malicious acts or omissions of any third party beyond Consultant’s reasonable control. Client assumes all risks associated with electronic communications and agrees to take appropriate precautions to protect their own sensitive information.

5.5 Data Breach Notification. If Consultant becomes aware of a confirmed unauthorized access to or disclosure of Client's Confidential Information or personal data within Consultant's systems, Consultant shall notify Client without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach. Notification shall be sent to Client's designated notice email address under Section 15.2 unless Client has designated a different security contact in writing. Consultant shall provide reasonably available information about the breach to assist Client in meeting its legal obligations, provided that such assistance shall not unreasonably burden Consultant. Client acknowledges that Consultant cannot guarantee absolute security and that some data security incidents may occur despite commercially reasonable security measures.

6.1 All ownership, rights and title as to the intellectual property of either Party, including without limitation any copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, formulas, knowledge, experience, works, technologies (including ideas, concepts, processes, and techniques), other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property”) shall belong to such Party. All materials, whether tangible or intangible, provided by Client to Consultant for the limited purpose of performing the obligations, duties, or responsibilities hereunder, including without limitation documents, technology, data, equipment, computer media, electronic files and lists, which are furnished to Consultant by the Client or which are developed exclusively by Client in the process of supporting the Services are the property of Client. Consultant shall either destroy or return such materials to Client promptly at Client’s request or upon expiration or termination of this Agreement. All other Intellectual Property and any inventions, innovations and improvements developed by Consultant in performance of the Services shall be the exclusive and sole property of Consultant.

6.2 Except as expressly provided in this Agreement, the disclosure of information made under or in connection with this Agreement or the Services, shall not grant either Party any title, ownership rights or license under or in connection with any Intellectual Property, or any other proprietary right now or subsequently owned or controlled by such Party, unless agreed to by both Parties in separate writing. Subject to Section 5.2 hereof, neither Party may use or disclose any intellectual property of the other Party except as authorized in writing.

6.3 Deliverables; No Transfer of Ownership. Those electronic files, data, media, and/or other deliverables expressly identified in the applicable AOF of this Agreement (collectively, the “Deliverables”), together with all other materials, intellectual property, data, content, media, methodologies, know-how, tools, templates, processes, and any derivative or underlying elements thereof—whether developed prior to, during, or after the term of this Agreement—are and shall remain the sole and exclusive property of Consultant. No ownership of any intellectual property or other materials transfers to Client under this Agreement. Upon Client’s payment in full of all Fees, Expenses, and any other invoiced amounts due under this Agreement, Consultant hereby grants Client a perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Deliverables actually delivered to Client solely for Client’s internal business purposes. Until such payment in full, Client’s use of the Deliverables is licensed on a limited, revocable basis only.

6.4 Consultant represents and warrants that neither the Deliverables nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law.

6.5 Notwithstanding Schedule A - NDA, including its restrictions on disclosing the existence of the Parties’ relationship, Client hereby grants Consultant a non-exclusive, royalty-free, non-transferable, non-sublicensable license to use Client’s name, logo, and other non-confidential information regarding the engagement, including non-confidential deliverables, results, and excerpts from communications between the Parties, in Consultant’s marketing materials, case studies, presentations, proposals, and testimonials, provided that Consultant does not disclose any Confidential Information of Client or make any false or misleading statements regarding Client, the engagement, or the results.

6.6 Should Client wish to disclose any Deliverables to any third party, Client must first obtain Consultant’s prior written consent to such disclosure, which consent shall be at Consultant’s sole discretion. Client’s indemnification obligations under Section 10 apply to any Claims resulting from or relating to Client’s use or disclosure of Deliverables involving third parties, irrespective of Consultant’s consent.

6.7 In the event that Client provides information to Consultant regarding its experience using the Services, such information, suggestions, comments, or other feedback about the Services (collectively, the “Feedback”), Client hereby assigns to Consultant all right, title and interest in and to the Feedback, and Consultant is free to use such Feedback without compensation, limitations or restriction.

6.8 Client grants Consultant consent to record any calls and communications between the Parties, whether via video, audio, or text, for lawful business purposes, including quality assurance, service improvement, training, and marketing.

6.9 Client hereby irrevocably grants Consultant a perpetual, worldwide, non-exclusive, royalty-free license to use, compile, analyze and disclose anonymized aggregate measures of usage, data and performance relating to, or acquired as a result of, the Services, excluding any Confidential Information (collectively, the “Aggregate Data”). Consultant shall own all right, title, and interest in and to such Aggregate Data and shall have the exclusive right to use such Aggregate Data for any purpose, including, but not limited to product improvement and marketing, without compensation or accounting to Client.

6.10 General Knowledge.

Consultant may use and retain general skills, knowledge, experience, know-how, methodologies, processes, and ideas (collectively, "General Knowledge") acquired in the course of providing the Services. Nothing in this Agreement limits Consultant's right to use General Knowledge or to provide similar services to other clients, subject to Consultant’s confidentiality obligations in Schedule A - NDA. General Knowledge does not include Client's Confidential Information but does include insights about industry practices, common challenges, effective strategies, and general business methods that are not unique to Client.

7.1 Default by Client.

Client shall be considered in breach under this Agreement if Client:

(a) fails to perform any material obligation under this Agreement;

(b) fails to make any required payments when due;

(c) engages in conduct that materially disrupts or impairs Consultant’s ability to perform its obligations under this Agreement;

(d) breaches or violates any representations, warranties, or covenants contained herein; or

(e) any of the following occurs:

(i) becomes insolvent or is generally unable to pay its debts as they become due;

(ii) files or has filed against it a petition for bankruptcy, reorganization, or any other proceeding under any law relating to insolvency or the relief of debtors;

(iii) makes an assignment for the benefit of creditors; or

(iv) a receiver, trustee, or similar officer is appointed for Client or its property.

7.2 Notice to Cure.

Except as otherwise expressly provided in this Agreement, neither Party shall be deemed in default under this Agreement unless it has first received written notice in accordance with Section 15.2 from the other party specifying the nature of the alleged breach or misrepresentation and proposing reasonable resolutions to the same, and has failed to cure such breach within thirty (30) days after receipt of such notice. If the breach is not reasonably curable within such period, the breaching party shall not be in default so long as it commences cure in good faith within the thirty (30)-day period, diligently pursues completion of the cure thereafter, and provides evidence of the same upon request to the non-breaching Party’s reasonable satisfaction. In the event the subject breach remains uncured after thirty (30) days, the breaching Party shall be in default under this Agreement, and such default shall be retroactively deemed as of the date of the Notice to Cure. In the event of a breach or misrepresentation that by its nature is incapable of being cured, the non-breaching Party may deem the breach an immediate default and proceed accordingly.

7.3 Suspension of Services.

Notwithstanding Section 7.2, Consultant may, without liability to Client, suspend all Services

(a) after five (5) days of dispatching a Notice to Cure pursuant to Section 7.2 until Client timely complies with the same, or

(b) upon developing a reasonable suspicion that Client may have violated any law involving the Services.

Client acknowledges that suspension may require decommissioning of dedicated sending infrastructure, and that restoration of Services following cure will require approximately fourteen (14) calendar days for infrastructure rebuilding and warm-up, during which time reduced performance is expected and Fees continue to accrue.

7.4 Remedies.

In the event of default by Client, Consultant shall be entitled to pursue any or all of the following non-exclusive remedies, in addition to any other rights and remedies available under law or equity:

(a) Client shall be liable for all direct and consequential damages suffered by Consultant as a result of Client's default, and all losses and expenses incurred due to Client's breach, including but not limited to third-party penalties, administrative expenses, and legal costs (including reasonable attorney's fees) and expenses.

(b) Consultant may, without liability, deduction, or offset, suspend the Services in accordance with Section 7.3 until the Client cures the default to Consultant’s reasonable satisfaction, or Consultant may terminate this Agreement pursuant to Section 8.2 hereof.

(c) Consultant shall have the right to retain all prepaid Fees and amounts due, consistent with the non-refundability provisions of Section 8.3.

(d) If the subject default relates to unpaid sums due, the license granted under Section 6.3 is suspended and Consultant shall have the right to retain, utilize, repurpose, or otherwise exploit any Deliverables unless and until Client pays all such sums, including interest thereon through the date of payment. In such event, Client waives any claims to compensation, accounting, or restriction on Consultant’s use of such Deliverables.

8.1 Termination for Cause by Client.

This Agreement may be terminated by Client upon

(a) giving written notice in accordance with Section 15.2, effective immediately, to Consultant following the expiration of the 30-day period provided in a Notice to Cure pursuant to Section 7.2 if the subject breach remains uncured and Consultant has not commenced to cure the same, and

(b) certifying that it has ceased and suspended use of any and all Services.

8.2 Termination by Consultant.

This Agreement may be terminated by Consultant:

(a) upon giving written notice in accordance with Section 15.2, effective immediately, to Client following the expiration of the applicable 30-day period provided in a Notice to Cure pursuant to Section 7.2 if the subject breach remains uncured; or

(b) upon giving written notice in accordance with Section 15.2, effective immediately, to Client, if Consultant reasonably determines that Client takes any action or engages in conduct which

(i) violates, or could reasonably be considered to violate, any applicable laws or regulations, or

(ii) does, or may reasonably be considered to, bring Consultant’s reputation into disrepute or harm Consultant in the view of the public.

(c) upon giving Client at least one (1) Billing Period’s prior written notice in accordance with Section 15.2, for any reason or no reason, effective as of the end of the then-current AOF Term following expiration of such notice period. Consultant may exercise this right with respect to this Agreement as a whole or with respect to one or more specific AOFs.

If Consultant terminates this Agreement or any AOF under Section 8.2(c), Client shall not be responsible for Base Commitment Fees for AOF Terms beginning after the effective date of such termination. Client shall remain responsible for all Fees, Expenses, taxes, third-party costs, and other amounts accrued or incurred before the effective date of termination.

8.3 Obligations Upon Termination.

Upon the expiration or early termination of this Agreement, all of the liabilities, obligations and rights of the Parties will cease as of the effective date of such expiration or termination, except for those provisions which by their nature survive expiration or termination, including but not limited to Sections 1.8(d), 3.2, 3.5, 3.8, 4, 5, 6, 7.4, 8.3, 8.4, 10, 11, 12, 13, 14, and 15 of this Agreement, and Schedule A - NDA, each of which will survive any expiration or termination of this Agreement. Additionally, Consultant shall immediately deactivate any and all Services.

Base Commitment Fees and other recurring Fees are billed by AOF Term or by the payment schedule stated in the applicable AOF and shall not be prorated or refunded except as expressly stated in this Agreement or the applicable AOF. Client shall remain responsible for all Fees, Expenses, taxes, third-party costs, late fees, and other amounts accrued or incurred before the effective date of expiration or termination. If the applicable AOF provides for Billing Period installment payments for an AOF Term, unpaid installments for the then-current AOF Term remain due except to the extent Client terminates for cause under Section 8.1, Consultant terminates the applicable AOF for convenience under Section 8.2(c), or the applicable AOF expressly states otherwise. Earned Expenses, taxes, late fees, and other non-recurring amounts due under this Agreement shall not be subject to proration except as expressly stated elsewhere in this Agreement.

8.4 Payment Obligations Upon Termination.

In addition to the amounts payable under Section 8.3, in the event of termination by Consultant pursuant to Section 8.2 due to Client's uncured breach, Client shall also be responsible for any third-party cancellation fees, early termination fees, collections and legal fees, and demobilization costs incurred by Consultant as a direct result of such breach.

10.1 To the fullest extent permitted by law, Client shall defend, indemnify and hold harmless Consultant, its employees, officers, directors, partners, agents, subcontractors, successors, subsidiaries, affiliates and assigns (collectively, the “Consultant Indemnitees”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (“Claims”) including reasonable attorney’s fees, relating to or arising out of this Agreement, Client’s breach, misrepresentation, negligence, misconduct, violation of law, or from Client’s use of the Services, except when such Claim is the direct result solely of Consultant Indemnitee’s gross negligence or willful misconduct.

10.2 To the fullest extent permitted by law, Consultant shall indemnify and hold harmless Client from and against any and all third-party Claims directly arising solely out of Consultant’s gross negligence, willful misconduct, or violation of law. This section states Consultant’s sole liability to Client, and Client’s exclusive remedy against Consultant, for any third-party Claim described in this section.

10.3 Any party claiming an indemnification obligation under this Section 10 must promptly provide the other Party with notice of such Claim, and fully cooperate with any related investigation and defense at its sole cost and expense. Any unjustified delay in notification pursuant to this Section 10.3 shall relieve the indemnifying party to the extent it is prejudiced by such delay.

11.1 To the maximum extent permitted by law and except as otherwise provided in this Agreement, in no event shall either Party or its employees, officers, directors, partners, agents, subcontractors, successors, subsidiaries, affiliates and assigns be liable to the other Party for any consequential, incidental, indirect or special damages, whether foreseeable or unforeseeable, regardless of the basis of the claim and even if the Party has been advised of the possibility of such damage, except in case of either Party's gross negligence or willful misconduct. Notwithstanding the foregoing, this Section 11.1 does not limit Consultant's right to recover consequential damages, losses, expenses, penalties, administrative costs, legal costs, or other amounts expressly recoverable under Section 7.4(a) arising from Client's default.

11.2 Under no circumstances shall Consultant's total and aggregate liability in connection with or under this Agreement, regardless of the nature of the claim or theory of liability, exceed the total amount of Fees actually paid by Client to Consultant in the past twelve (12) months for the Services provided under this Agreement.

11.3 No Personal Liability.

Client acknowledges and agrees that no owner, member, manager, partner, shareholder, director, officer, or employee of Consultant shall have any personal liability whatsoever under this Agreement. Client’s sole and exclusive remedy for any breach of this Agreement, or any claim arising in connection herewith, shall be against Consultant, a Nevada limited liability company, and not against any such individual, whether in their individual or representative capacity.

11.4 Acknowledgment of Risk Allocation.

The Parties acknowledge and agree that each and every limitation of liability set forth in this Agreement, including without limitation the exclusions of certain damages and the limitation of recourse solely to Consultant as an entity, are an essential part of the Parties’ bargain and are fundamental elements of the basis of the Agreement. The pricing of Services and other terms offered by Consultant for the Services have been set in reliance upon the inclusion of such limitations. Client further acknowledges and agrees that, absent such limitations, Consultant would not have entered into this Agreement.

12.1 The Parties agree that, both during and after the performance of their responsibilities under this Agreement, each of them shall make good faith efforts to resolve any disputes arising between them by amicable negotiations before escalating.

12.2 Failing such resolution as described in paragraph 12.1, any dispute, controversy or claim arising out of or relating to this Agreement, or in respect of any legal relationship associated therewith or derived therefrom, and which is not otherwise subject to the jurisdiction of the Small Claims courts of Clark County, Nevada, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (“AAA”) pursuant to its applicable Domestic Arbitration Rules in effect at the time the arbitration is commenced.

12.3 The place of arbitration shall be Las Vegas, Nevada.

12.4 The cost of any arbitration shall be borne equally by the Parties hereto except as the arbitrator may otherwise determine.

The Parties agree that, during the Term and for a period of twenty-four (24) months following its termination, they shall not make, publish, or cause to be made or published any false or disparaging statements or communications, in writing, orally, or otherwise, concerning the other Party or its owners, members, or employees. Notwithstanding the foregoing, nothing herein shall preclude either Party from (a) making truthful statements that are required by applicable law, regulation, or legal process; (b) providing truthful testimony or information in any legal, arbitral, or governmental proceeding; (c) communicating confidentially with its attorneys, accountants, or other professional advisors; or (d) making truthful internal business communications.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, CONSULTANT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE, EXCLUSIVE OF ANY OTHER WARRANTY WHATSOEVER. WHILE CONSULTANT TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO PROVIDE THE SERVICES, CONSULTANT DOES NOT GUARANTEE THAT THE SERVICE WILL GENERATE THE DESIRED ECONOMIC RESULTS. CLIENT UNDERSTANDS AND AGREES THAT:

(I) THE SERVICES MAY NOT BE ERROR-FREE, AND

(II) CONSULTANT IS NOT RESPONSIBLE OR LIABLE FOR:

(A) ANY THIRD-PARTY SERVICE ISSUES, OR

(B) ANY CONTENT OPTIONS CHOSEN BY CLIENT IN THE SERVICES.

15.1 Representations and Warranties.

Each Party represents and warrants that

(a) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized;

(b) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement, to perform its obligations and to grant the rights hereunder;

(c) this Agreement is legally binding upon it and enforceable in accordance with its terms;

(d) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound, nor infringe on any intellectual property rights of any third party; and

(e) at all times during the term of this Agreement, it will comply with all applicable laws and regulations in connection with its own performance, instructions, data, content, and obligations under this Agreement.

15.2 Notice.

All notices under this Agreement must be in writing and must be delivered by one of the following methods:

(a) personal delivery;

(b) nationally recognized overnight courier;

(c) USPS Certified Mail, Return Receipt Requested; or

(d) email to the notice email address set forth below.

A notice sent by email is deemed delivered and effective when transmitted to the recipient's designated notice email address, provided the sender does not receive an automated message of non-delivery within one (1) business day after sending. A notice sent by courier, certified mail, or personal delivery is effective upon delivery as shown by the applicable delivery record.

Each party may change its notice address or notice email by written notice given in accordance with this Section. Failure to respond to, open, read, or acknowledge an email notice does not invalidate otherwise effective notice under this Section.

If to Consultant:

Sales Automation Systems LLC

1810 E Sahara Ave STE 75676

Las Vegas NV 89104

USA

ATTN: Contracts

With an email copy to:

contracts@salesautomation.systems

If to Client: to the notice contact, mailing address, and notice email address identified in the applicable Order Form.

Either Party may at any time give written notice to the other Party of a change in its address for the purposes of this Section 15.2.

15.3 Time of the Essence.

Time is of the essence with respect to all dates, time periods, and obligations set forth in this Agreement. Each Party acknowledges and agrees that any failure to meet expressly stated deadlines or to timely perform its obligations hereunder may result in material harm to the other Party. Consultant shall not be liable for any delay or failure caused by Client’s untimely cooperation, approval, data submission, or other acts or omissions.

15.4 Independent Contractor.

Consultant’s relationship with Client is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, fiduciary, joint venture or employment relationship between Client and any of Consultant’s employees or agents. Client shall have full control over the methods, means, and manner of performing its duties and obligations under this Agreement. Neither Consultant nor Consultant’s employees will be entitled to any of the benefits that Client may make available to its own employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits.

15.5 Third-Party Services.

Consultant may use third-party software, platforms, services, and tools to perform the Services. Consultant makes no representations or warranties regarding the availability, accuracy, reliability, or performance of any third-party service. Consultant shall not be liable for any errors, downtime, data loss, security incidents, delays, or other issues arising from third-party services, including but not limited to CRM systems, email delivery platforms, data enrichment providers, AI services, and communication tools. Client's use of any third-party service is subject to that provider's terms and policies. Client acknowledges that third-party service disruptions may impact service delivery and agrees that such disruptions do not constitute a breach of this Agreement by Consultant.

15.6 Ownership of Tools and Code.

Consultant may develop or use proprietary tools, scripts, code, templates, workflows, or other software artifacts (“Consultant Tools”) to perform the Services. Subject to Section 6.3, and unless expressly stated in this Agreement or mutually agreed in writing, Consultant retains all right, title, and interest in and to such Consultant Tools, and shall have no obligation to provide or maintain any such Tools for Client after the termination of this Agreement.

15.7 Downtime and Maintenance.

Consultant may perform maintenance or updates on systems or services used to deliver the Services, which may temporarily render such Services unavailable. Consultant shall use reasonable efforts to minimize disruptions but shall not be liable for any loss, delay, or damage resulting from any planned or unplanned downtime.

15.8 OFAC.

Each Party represents and warrants that neither it nor any of its affiliates, directors, officers, agents, employees, or beneficial owners is a person or entity that is

(i) designated on any list of sanctioned parties maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), including the Specially Designated Nationals and Blocked Persons List (SDN List);

(ii) owned or controlled by, or acting for or on behalf of, any person or entity on such list; or

(iii) located, organized, or resident in a country or territory that is, or becomes, the target of comprehensive U.S. sanctions. Each Party agrees to comply with all applicable U.S. economic sanctions laws and regulations administered by OFAC in connection with its performance under this Agreement. Consultant shall have the right to suspend or terminate this Agreement immediately upon written notice if Client becomes subject to any such sanctions or is otherwise in violation of this provision.

15.9 No Competitive Use.

During the Term of this Agreement and for ninety (90) days following its expiration or termination, Client shall not directly or indirectly use, copy, adapt, disclose, commercialize, or exploit Consultant’s Confidential Information, Deliverables, playbooks, templates, workflows, processes, training, systems, automations, documentation, campaign strategies, or other proprietary materials to create, offer, sell, market, or provide services that are substantially similar to or competitive with Consultant’s Services to any third party. Nothing in this Section 15.9 limits, shortens, or supersedes the Parties’ obligations under Schedule A - NDA, which continue for the full period stated therein.

15.10 Non-Solicitation.

Client agrees that, during the term of this Agreement and for a period of twelve (12) months following its termination or expiration, it shall not, directly or indirectly, solicit, induce, or attempt to induce any employee, contractor, or agent of Consultant to leave the employment or engagement of Consultant for the purpose of accepting employment or engagement with Client or any affiliate of Client. This restriction shall not apply to any individual who independently responds to a general solicitation or advertisement not specifically targeted at Consultant’s personnel.

15.11 Third-Party Beneficiaries.

There are no third-party beneficiaries under this Agreement.

15.12 Governing Law.

This Agreement, including all matters relating to its validity, construction, performance, and enforcement, shall be governed by and interpreted in accordance with the laws of the State of Nevada and the federal laws of the United States of America applicable therein, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

15.13 Venue.

Subject to Section 12 hereof, the state and federal courts located in Clark County, Nevada will have exclusive jurisdiction over any dispute relating to this Agreement. Each Party consents to the exclusive jurisdiction of those courts and waives any forum non conveniens objections thereto.

15.14 Merger.

This Agreement, including the Schedule(s) to this Agreement, shall constitute the entire understanding and agreement between the parties and shall supersede all previous oral or written commitments, warranties or representations relating to the subject matter of this Agreement, all previous negotiations being merged herein.

15.15 Severability.

If any provision of this Agreement will be held to be invalid or unenforceable for any reason by a court of competent jurisdiction, the remaining covenants and restrictions or portions thereof will remain in full force and effect. If a court of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

15.16 Force Majeure.

In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control including, without in any way limiting the generality of the foregoing, fire, explosion, earthquake, storm, flood, strike, war, insurrection, riot, act of God or the public enemy, pandemics, epidemics, local disease outbreaks, public health emergencies, quarantines, failures in any telecommunications, network or other service or equipment that are not within a party’s reasonable control, unauthorized access, breach of firewalls or other hacking by third parties, instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such Party of this Agreement), the affected Party’s performance shall be excused or extended for the period of delay or inability to perform due to such occurrence.

15.17 Amendment.

Except for entering into additional AOFs and additional services agreed under Section 1.3 (each expressly permitted without formal amendment), no alteration, modification or amendment to this Agreement shall be effective unless in writing and signed by both Parties.

15.18 No Waiver.

The waiver by either Party of any right hereunder, at any time, shall not serve to waive any other such right nor shall such waiver operate as a future waiver of the right so waived. No failure or delay on the part of either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as may be limited herein, either Party may, in its sole discretion, exercise any and all rights, powers, remedies and recourses available to it under this Agreement or any other remedy available to it and such rights, powers, remedies and recourses may be exercised concurrently or individually without the necessity of making any election.

15.19 Assignment.

Client may not assign this Agreement without the prior written consent of Consultant. Consultant may, at its sole discretion, assign, delegate, subcontract, transfer, or sell any or all of its rights, obligations, duties, or interests under this Agreement, in whole or in part, to any third party without Client’s consent. Consultant shall have full authority to engage subcontractors, affiliates, successors, assigns, or other third parties to perform or fulfill any aspect of this Agreement as it deems appropriate, and Client agrees that such assignment or delegation shall not affect Client’s obligations under this Agreement. Notwithstanding the foregoing, Consultant shall remain fully liable for the performance and obligations of any subcontractor, delegate, or assignee engaged to perform Services under this Agreement as if Consultant itself had performed the same, and such engagement shall not relieve Consultant of any of its obligations hereunder.

15.20 Construction & Drafting.

This Agreement shall be deemed to have been jointly drafted by the parties, and no provision shall be interpreted or construed against either party by reason of the fact that such provision or any other provision of the Agreement was drafted by that party. The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement. Client further acknowledges that it has been given a reasonable opportunity to seek independent legal counsel to review this Agreement prior to executing it, and by signing this Agreement, Client represents that it has either obtained such independent legal review or voluntarily and knowingly waived its right to do so.

15.21 Counterparts.

This Agreement and any documents pursuant hereto may be separately executed by the parties in two or more counterparts, including by facsimile, PDF, or similar means of electronic delivery. Each counterpart shall be deemed an original, and all counterparts together shall constitute one and the same instrument and will be binding on the parties as if they had originally signed one copy of the Agreement.

15.22 Data Processing.

To the extent Consultant processes personal data on behalf of Client, Client acknowledges that it is the data controller (or business), or has authority from the applicable data controller (or business), and is responsible for determining the lawfulness of data processing activities, instructions, consents, and permissions. Consultant will process personal data only as necessary to provide the Services and in accordance with applicable data protection laws. If the Parties execute or otherwise mutually agree in writing to a Data Processing Addendum, that Data Processing Addendum will be incorporated into this Agreement and will control to the extent it conflicts with this Section 15.22.

These Mutual Confidentiality and Non-Disclosure Terms are incorporated into and made part of this Agreement. The Parties may disclose Confidential Information to each other in connection with evaluating, negotiating, entering into, performing, or enforcing this Agreement, any AOF, or any related business relationship.

1. Each of Client and the Consultant represents and warrants to the other party that such party:

(a) has the power to execute, deliver, and perform this Schedule A - NDA;

(b) Schedule A - NDA has been duly authorized, executed, and delivered by such party;

(c) has the right to disclose the Confidential Information (as defined below) to the other party;

(d) as of the Effective Date, is not a party to any other agreement or under any obligation to any third party which would prevent it from entering into this Agreement or complying with Schedule A - NDA;

(e) shall not enter into any other agreement with a third party that would prevent it from complying with the terms and conditions herein; and

(f) will comply with all applicable federal, state, and local statutes, rules and regulations, as they currently exist and as they may be amended from time to time.

2. The term "Confidential Information," as used in Schedule A - NDA means:

(a) any information that is non-public, confidential, proprietary or contains trade secrets, including without limitation, business plans, charts, contracts, data, descriptions, documents, drawings, financial information, marketing plans, models, specifications, technical information, whether disclosed in written, oral, electronic or other form, which information is marked confidential, bears a marking of like import, the party disclosing the information ("Disclosing Party") states that is confidential at the time of disclosure, or is information that a reasonable person would understand to be confidential or proprietary given its nature and the circumstances of its disclosure; and

(b) all notes, summaries, reports and analyses prepared by the party receiving the information ("Receiving Party") to the extent they reflect or contain any such information.

Notwithstanding the foregoing, the term "Confidential Information" does not include any information which the Receiving Party can show:

(i) was generally available to the public at the time it was provided by Disclosing Party;

(ii) was information that subsequently became generally available to the public other than by a breach of Schedule A - NDA;

(iii) was in the prior possession of the Receiving Party, independent of its relationship with Disclosing Party;

(iv) is lawfully disclosed to Receiving Party by a third party who does not have an obligation of confidentiality; or

(v) is independently developed by Receiving Party without reference to or use of any Confidential Information received hereunder.

3. Each party agrees that without the prior written consent of the other party, it will not disclose to any other person:

(a) that it has received Confidential Information;

(b) that it has entered into, may enter into, or is discussing this Agreement, any AOF, or any related business relationship; or

(c) any non-public information regarding this Agreement, any AOF, or any related business relationship.

Notwithstanding this Section 3, Consultant may exercise its rights under Sections 6.5 and 6.9 of the Agreement, including the use of Client’s name, logo, and non-confidential engagement results in marketing materials, case studies, presentations, proposals, and testimonials.

4. Without the Disclosing Party's prior written consent, Receiving Party shall not disclose, reveal, or permit others to have access to any Confidential Information, except to a limited group of Receiving Party's employees, consultants, advisors, or other representatives who are bound by confidentiality obligations and are directly involved in evaluating, negotiating, performing, enforcing, or advising on this Agreement, any AOF, or any related business relationship ("Authorized Representatives"). The Receiving Party shall use the Confidential Information only for purposes of evaluating, negotiating, entering into, performing, enforcing, or advising on this Agreement, any AOF, or any related business relationship.

The Receiving Party will:

(a) inform its Authorized Representatives of the confidential nature of the Confidential Information;

(b) direct its Authorized Representatives to treat the information confidentially and use it only as permitted under Schedule A - NDA;

(c) treat the Confidential Information with the same degree of care it uses to protect its own confidential information of like importance, but not less than reasonable care; and

(d) be responsible for any improper use of the Confidential Information by it or its Authorized Representatives. The Receiving Party agrees, at its sole expense, to take all reasonable measures, including without limitation court proceedings, to restrain its Authorized Representatives from unauthorized disclosure or use of the Confidential Information.

5. If Receiving Party or its Authorized Representatives are legally required (by interrogatories, subpoena or other judicial process) to disclose any of the Confidential Information, or any non-public information concerning this Agreement, any AOF, or any related business relationship, to a court, government agency or others, the Receiving Party will promptly notify the Disclosing Party of such request or requirement. The Disclosing Party is entitled to seek a protective order or other appropriate remedy or waive compliance with the provisions of Schedule A - NDA (at its sole cost and expense). If the Disclosing Party fails to obtain a protective order or waives compliance with the provisions of Schedule A - NDA, the Receiving Party may disclose to such court, government agency or others, only that part of such Confidential Information as is required by law to be disclosed, and Receiving Party will use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be provided to the information disclosed.

6. Upon the Disclosing Party's written request, Receiving Party will promptly deliver to the Disclosing Party (and cause all of Receiving Party's Authorized Representatives to deliver) or destroy (and provide to Disclosing Party an officer's certificate of such destruction) all Confidential Information furnished by Disclosing Party. The Receiving Party may retain Confidential Information to the extent it is "backed-up" on its electronic information management and communications systems or servers, provided the Confidential Information is not available to end users and cannot be expunged without considerable effort. Notwithstanding the return of any Confidential Information and whether or not the Parties enter into, continue, or complete this Agreement, any AOF, or any related business relationship, Receiving Party and its Authorized Representatives will continue to be bound by the confidentiality and other obligations under Schedule A - NDA.

7. Receiving Party acknowledges and agrees that all of the Confidential Information (whether or not patentable, registrable, or otherwise protectable under copyright, trademark, or similar statutes or common law, and whether or not protectable as trade secrets or other form of intellectual property) is the sole and exclusive property of the Disclosing Party, and Receiving Party shall have no right, title, or interest therein and no license or other right to use any of the Confidential Information except in connection with evaluating, negotiating, entering into, performing, enforcing, or advising on this Agreement, any AOF, or any related business relationship.

8. Without limiting any of the other obligations under Schedule A - NDA, the Receiving Party agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, any of the Disclosing Party's rights in or to its Confidential Information or any related business plans or opportunities whether or not such actions would otherwise violate the Receiving Party's confidentiality or other obligations under Schedule A - NDA.

9. All Confidential Information provided by a Disclosing Party shall be accurate to the best of the Disclosing Party's knowledge, but neither party shall be deemed to have made any representation or warranty concerning the accuracy, noninfringement or completeness of the Confidential Information furnished to the other party or any other representation or warranty, except as set forth in Section 1 above or as otherwise may be expressly set forth in this Agreement, any AOF, or another written agreement entered into between the Parties.

10. Schedule A - NDA begins on the Effective Date and will remain in effect for the duration of the Agreement. At any time, however, each party can cease to disclose its Confidential Information and either party can refuse to accept further disclosures of Confidential Information. Except for information constituting a trade secret, which must be held in confidence indefinitely subject to Section 2, Receiving Party must hold Disclosing Party's Confidential Information in confidence during the term of the Agreement and for a period of five (5) years from the date of expiration or termination of the Agreement.

11. Governing Law; Dispute Resolution; Equitable Relief. Schedule A - NDA shall be governed by Section 15.12 of the Agreement. Any dispute arising out of or relating to Schedule A - NDA shall be resolved in accordance with Section 12 of the Agreement. Notwithstanding the foregoing, either Party may seek temporary, preliminary, or permanent injunctive or equitable relief in the state or federal courts located in Clark County, Nevada to prevent or remedy any actual or threatened unauthorized use or disclosure of Confidential Information, and each Party consents to the jurisdiction and venue of those courts for that limited purpose.

12. Agreement Boilerplate Applies. The notice, assignment, successors and assigns, severability, counterparts, electronic signature, electronic delivery, construction, no-waiver, and other miscellaneous provisions of the Agreement apply to Schedule A - NDA, except to the extent Schedule A - NDA expressly states otherwise.

13. Each party agrees that the other party may be irreparably harmed by such party's breach of Schedule A - NDA and that the other party shall be entitled to seek injunctive and other equitable relief to prevent or remedy any breach or threatened breach by such party in addition to any monetary or other relief available to the other party under the law.

14. Neither Schedule A - NDA nor the furnishing of Confidential Information shall be construed as a commitment by either party to enter into any transaction, relationship, or further agreement. Subject to Section 5.1 of the Agreement, Schedule A - NDA governs the Parties’ confidentiality and non-disclosure obligations with respect to Confidential Information disclosed in connection with the Agreement, any AOF, or any related business relationship.