Supplier will provide, through itself and its affiliates, the services (“Services”) described in the EL. Client shall: (i) cooperate with Supplier in the provision of the Services including providing Supplier, in a timely fashion, with all resources, consents, license rights, and information reasonably required by Supplier for performance of the Services.

Unless otherwise agreed in the EL, Client shall pay Supplier, without deduction, credit, or setoff, the fees set forth in the EL (“Fees”) within 30 days from Client’s receipt of the invoice. Fees are non-inclusive of taxes.

Supplier represents and warrants that it shall perform the Services in a professional and workmanlike manner consistent with standard industry practices. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING.

“Confidential Information” means any proprietary or confidential information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) hereunder. Confidential Information includes the terms of the Agreement and all types of non-public proprietary technical or business information, including but not limited to data, algorithms, methodologies, strategies, specifications, reports, pricing, marketing information, software, and intellectual property. Confidential Information excludes information that: (i) is already known to the Receiving Party at the time of disclosure; (ii) is in or enters the public domain without breach of the Receiving Party’s confidentiality obligations; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; (iv) is lawfully received from a third party without restriction on disclosure and without breach of the Receiving Party’s confidentiality obligations; or (v) has been approved in writing for disclosure by the Disclosing Party. The Receiving Party shall: (i) use the Disclosing Party’s Confidential Information only to the extent needed to fulfill its obligations under, and receive the benefit of, this Agreement and the EL (the “Purpose”); (ii) hold the Disclosing Party’s Confidential Information in confidence with the same procedures and precautions as it would to protect its own Confidential Information but not less than a reasonable standard of care; and (iii) limit disclosure of the Disclosing Party’s Confidential Information only to Receiving Party’s Affiliates, subcontractors, employees, agents or representatives who need to know for achieving the Purpose and who are bound by similar confidentiality obligations. The Receiving Party may disclose the Disclosing Party’s Confidential Information in response to a court order, law, rule, regulation, or other governmental action, provided that (i) the Disclosing Party is notified in writing prior to disclosure of the information (if permitted by law) and given reasonable opportunity to obtain a protective order, and (ii) the Receiving Party reasonably assists the Disclosing Party, at the Disclosing Party’s expense, in any attempt to limit or prevent the disclosure of the Disclosing Party’s Confidential Information. The Disclosing Party’s Confidential Information remains the sole and exclusive property of the Disclosing Party. By disclosing information to the Receiving Party, the Disclosing Party does not grant any proprietary rights, express or implied, to the Receiving Party under the Disclosing Party’s intellectual property rights or any similar rights. The confidentiality obligations set forth in this Section 4 will survive the termination or expiration of the Agreement for a period of five (5) years; provided, however, that with respect to the trade secrets, the confidentiality obligations will survive for so long as the trade secret remains a trade secret under applicable law. Upon termination or expiration of the Agreement, or at the Disclosing Party’s earlier request, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information; however, the Receiving Party may retain standard electronic archival copies of the Confidential Information and has the right to maintain copies of Confidential Information that is the subject of a dispute between the parties until such dispute is resolved.

Supplier, upon payment of all associated Fees, assigns to Client all rights, title and interest in and to the deliverables, if any, set forth in the EL, except that such ownership does not extend to any proprietary tools, applications, methodologies and software that Supplier has licensed or developed (“Supplier Tools”).  Supplier retains ownership of all Supplier Tools, including derivatives thereof and other modifications thereto. Client hereby grants Supplier a limited license to use, copy, access and modify any Client-provided materials to the extent required to perform the Services, and Client represents and warrants that it has obtained all required third-party permissions to grant such license.

Unless otherwise agreed in the EL, either party may terminate the Agreement: (i) at any time without cause by giving the other party at least 120 days’ written notice of termination; or (ii) if the other party materially breaches any provision thereof and fails to cure such breach within 30 days of its receipt of written notice specifying the nature of the breach in reasonable detail.  On termination or expiration the Agreement, Supplier is entitled to, and Client will pay, all Fees (or the applicable pro-rated portion thereof) for Services performed up to and including the effective date of expiration or termination within 30 days of receiving Supplier’s invoice for such Fees.

Client shall not provide Supplier with access to any personal information unless it is strictly required for Supplier to provide Services (Required PI)). If Required PI will be part of the Services: (i) Client shall notify Supplier with respect to the details of such Required PI before such Required PI is shared; and (ii) the parties shall handle Required PI in accordance with all applicable data protection laws.

Each party (Indemnifying Party) shall defend and indemnify the other (Indemnified Party) from and against any Losses arising from any claim brought by an unaffiliated third-party: (i) that any materials provided by the Indemnifying Party pursuant to this Agreement infringes or misappropriates a third party’s intellectual property right; (ii) arising from personal injury or damage to real property caused by Indemnifying Party’s negligence; (iii) arising from Indemnifying Party’s breach of its confidentiality obligations under Section 4; or (iv) arising from Indemnifying Party’s gross negligence or willful misconduct. The Indemnified Party shall: (a) promptly notify the Indemnifying Party in writing, (b) give the Indemnifying Party sole control of the defense and any settlement negotiations; provided any settlement reached will include a release of the claim pending against the Indemnified Party, and no settlement will admit liability or create obligations for the Indemnified Party without its prior written consent; and (c) give the Indemnifying Party all of the information, authority and assistance the Indemnifying Party needs to defend against or settle the claim.  “Losses” means damages, liabilities, costs and expenses awarded by a court to the third party who brought the indemnified claim, or the settlement agreed to by the Indemnifying Party.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) NEITHER PARTY SHALL BE LIABLE FOR DAMAGES RELATED TO LOSS OF PROFITS, REVENUES, DATA, GOODWILL OR ANTICIPATED SAVINGS, COSTS OF PURCHASING REPLACEMENT SERVICES OR GOODS, OR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE AGREEMENT, OR THE PERFORMANCE OR FAILURE TO PERFORM THEREUNDER; AND (II) EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY RELATING TO OR ARISING OUT OF THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO SUPPLIER UNDER THE AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS SECTION 9 DO NOT APPLY TO A PARTY’S BREACH OF ITS CONFIDENTIALTY OBLIGTAIONS IN SECTION 4, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

Each party shall comply with applicable laws and regulations concerning bribery, corruption, fraud or money laundering in each case as amended from time to time, including without limitation the US’s Foreign Corrupt Practices Act and the UK’s Bribery Act. Neither party shall, without the prior written consent of the other party, directly or indirectly employ, engage the services of or solicit any employees of the other party who have been introduced to or with whom the soliciting party had contact as a result of the Agreement, for the term of this Agreement and the EL and for a period of 12 months thereafter; provided however that this sentence does not apply to an employee responding to a general advertisement not specifically directed at the employees of the other party or its Affiliates. No amendments or modifications to the Agreement will be effective unless made in writing and signed by authorized representatives of each party. The Agreement constitutes the entire Agreement between the parties and supersedes and voids all other prior or contemporaneous arrangements and agreements among the parties, written and oral, with respect to the subject matter hereof. Indigos Slate is acting as an independent contractor, and nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties or, except as expressly set forth in the EL, constitute any party the agent of another party or authorize any party to make or enter into any commitments for or on behalf of any other party. If there is a conflict between these Terms and the EL, the EL shall prevail. No terms or conditions contained in any purchase order, order acknowledgment form, invoice or other business forms submitted by Client apply, and Supplier expressly disclaims all such terms. Sections 4, 5, 8, 9, and 10 of these Terms survive expiration or termination of the Agreement.

[1]Indigo Slate is the tradename for the customer experience division comprised of storytellers, designers, technologists, dreamers, thinkers, and engineers within Zensar Technologies, Inc. that offers its expertise, imagination, and sense of adventure to create experiences that connect people to brands in extraordinary ways.  As used throughout the Agreement, “Indigo Slate” refers to Zensar Technologies, Inc. d/b/a Indigo Slate.