Searce is in the business of providing cloud, data, artificial intelligence & machine learning led technology services, solutions and products to help drive digital transformation initiatives for its clients.

Searce provides Business Process Improvement & Robotic Process Automation ("RPA") services & solutions to enable digital & business transformation.

Searce retains strategic technology partnerships with top global public cloud, data, analytics, & RPA platform providers to offer systems integration ("SI") services, resell & related support services.

The Client has requested Searce and Searce has agreed to provide certain Services (defined below) to the Client, as set out in this Agreement and relevant SOW(s). Certain Services may be resold by Searce on behalf of an OEM and certain Services may be provided directly by Searce to the Client.

The Parties have agreed that the provision of Services by Searce to the Client shall be governed by the terms and conditions of this Agreement and any other documents executed pursuant to this Agreement, including relevant SOW(s).

DEFINITIONS AND INTERPRETATION

1. In this Agreement, unless the context otherwise requires, the following capitalized terms have the meaning ascribed to them herein:

   1. "Acceptance Period" shall mean a period of five (5) days, following completion and delivery of the Deliverables or milestones by Searce or an alternate period agreed in the SOW, for the Client to carry out testing or assessment of the Deliverables and approve the Deliverable.

   2. "MSA" or "Agreement" means this Master Services Agreement between Searce and Client and includes all SOW(s) executed thereunder from time to time.

   3. "Affiliate" shall mean, any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with such entity, and shall also include any group company of the Parties, whether by operation of law or by contract or otherwise.

   4. "Applicable Law" means with respect to any Service and implementation of this Agreement, all provisions of laws, statutes, rules, regulation, permits, decisions or orders of any governmental authorities applicable to the relevant jurisdiction whereby the Service or this Agreement is commenced.

   5. "Confidential Information" means information that one party or its Affiliate ("Disclosing Party") discloses to the other party ("Recipient") under the Agreement, and that is marked as 'confidential' or would normally be considered confidential information under the circumstances. Confidential Information does not include information that is independently developed by the Recipient, or is shared with the Recipient by a third party without confidentiality obligations, or is or becomes public through no fault of the Recipient.

   6. "Deliverables" shall mean any software, solution, material or item developed by Searce under this Agreement for the Client, including any specifications, design documents, documentation, manuals, process descriptions, reports, products, software, source codes, drawings, and data and databases, to be provided by Searce as part of Searce Services under this Agreement and the applicable SOW.

   7. "End Users" shall mean the individuals whom Client permits to access or use the Services.

   8. "High Risk Activities" means sensitive and high-risk uses such as the operation of nuclear facilities, air traffic control or life support systems, where the failure of the Services could lead to death, personal injury, or environmental damage.

   9. "Intellectual Property Rights" shall mean any and all patents, utility models, trade and service marks, trade or business names, know-how, domain names, rights in designs, copyrighted works, underlying works, ideas, concepts, creations, discoveries, inventions, improvements, software codes (including object code and source code), tools, devices, models, methods, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, proprietary techniques, research projects, and other confidential and proprietary information, databases, data, documents, instruction manuals, records, memoranda, notes, topography rights and rights in databases, or any written or verbal instructions or comments used in the creation of the foregoing, and in all cases whether or not registered or registrable in any country (including but not limited to India) for the full term of all rights, title and interest, including any extension to or renewal of the terms of such rights and including registrations and applications for registration of any of these and rights to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world.

   10. "OEM" means the original equipment manufacturer which shall include any ISVs (Independent Software Vendors), SaaS (Software-as-a-Service) or PaaS (Platform-as-a-service) providers or public cloud companies, where Searce is an authorized reseller or partner and is authorized to resell on behalf of the OEM to the Client.

   11. "OEM Services" means any services provided by the OEM and specified under respective SOWs.

   12. "Pre-Existing Material" shall mean and include, but not be limited to all Intellectual Property Rights, information, knowledge, experience and know-how (including processes, ideas, concepts, methodologies, tools and techniques), reports, object or source code, writings, flow charts, templates, outlines, exhibits, diagrams, sketches, inventions, discoveries, designs, methods, device, illustrations, drawings, models, reports, methods, material, procedures, protocols or Residuals developed or conceived, independent of and/or prior to the rendition of Searce Services.

   13. "Residual Information" shall mean information and knowledge in intangible form, which is retained in the memory of Resources, who have had access to such information or knowledge while providing Services, including concepts, know-how, and techniques. There is no restriction on the use of the Residual Information by Resources upon completion of Searce Services for the Client.

   14. "Resources" shall mean the resources, employees, advisors, independent contractors and consultants (including leased consultants) of Searce deployed either on the Client's site or at the location where Searce Services are to be performed and shall be such resources providing Searce Services.

   15. "Searce Services" shall mean Services provided by Searce directly to the Client.

   16. "Services" shall have the meaning ascribed to it in the "Scope of Services" Clause, and further described in the relevant SOW.

   17. "Statement of Work" or "SOW" shall mean statement(s) of work for the procurement of Services, setting forth the description of Services and fees and expenses for such Services, invoicing terms, minimum commitment, true-up amount and termination penalties (as applicable), location for provision of Services and other terms relevant to the provision of the Services.

   18. "Term" includes the 'Initial Term' (defined below) and 'Renewal Term(s), if any.'

2. Interpretation:

   In this Agreement, unless the context thereof otherwise requires the Schedules or Annexures annexed to this Agreement form an integral part of this Agreement and shall be in full force and effect as though they were expressly set out in the body of this Agreement.

SCOPE OF SERVICES

1. During the Term of this Agreement, (i) Searce shall perform the Services, and (ii) Client shall, and shall ensure that the End Users shall, access and use the Services in accordance with the terms of this Agreement, relevant SOWs and Applicable Law.

2. The Client acknowledges that certain Services are provided by Searce as an authorized reseller of an OEM. The OEM develops and markets such software products, licenses, services or manufactures such hardware products, as the case may be. With respect to such Services, Searce is solely acting as an authorized reseller of such products and in no manner Searce shall be considered as an agent, partner, affiliate or in a joint venture with the OEM.

3. The Parties agree that Searce may provide the Services as an authorized reseller to the Affiliates of the Client under this Agreement by signing the respective SOW, provided that (i) such SOW shall be signed by the authorized representative of respective Affiliates of the Client; (ii) to the extent applicable, all the terms and conditions and the obligations of the Client under this Agreement will be applicable to the Affiliates of the Client as if it is the executing party of this Agreement and (ii) in case of any non-payment or delayed payment (including any interest on overdue amounts) by such Affiliates of the Client under the applicable SOW, the Client will be liable to make such payment upon instruction from Searce.

APPROVAL PROCESS FOR DELIVERABLES

1. Unless otherwise agreed in the applicable SOW, the Client shall complete the acceptance testing as per the acceptance criteria and provide conformance /acceptance or non-conformance of the Deliverables within the Acceptance Period.

2. In case, the Client fails to provide conformance or non-conformance on Deliverables within the Acceptance Period, Deliverables shall be deemed to be accepted by the Client.

3. In case any Deliverables fail to pass the acceptance testing during Acceptance Period, the Client shall notify Searce and Searce shall rework on such non-conforming Deliverables and provide corrected Deliverables to the Client within mutually agreed timelines. If at the end of the said acceptance tests following re-submission, the Deliverables fail the tests, the procedure set out in Clause 3 (a) and 3 (b) shall be repeated.

4. The Client shall provide conformance and non-conformance on the Deliverables within the Acceptance Period; otherwise it shall be deemed to be accepted by the Client and the Client shall be liable to pay for the same.

5. In the event the Client requires Searce to make any modifications to the Deliverables after the Acceptance Period, the same shall be done at the sole cost of the Client.

6. This clause shall be applicable only to the SOW wherein Searce Services and Deliverables are involved.

CLIENT OBLIGATIONS & RESPONSIBILITIES

1. Consents: The Client is responsible for any consents and notices required to permit (a) Client's access and use of the Services and (b) Searce's or OEM's accessing, storing, and processing of data provided by the Client and its End Users.

2. Conduct, Content and Security: The Client agrees that it shall, and shall ensure that the End Users shall, use the Services in a business like and reasonable manner. Client remains fully responsible for the actions and inactions of its End Users. The Client shall use commercially reasonable efforts to prevent and terminate any unauthorized access or use of the Services, and promptly notify Searce of any unauthorized use of, or access to, the Services of which the Client becomes aware of.

3. Use Restrictions: The Client shall not, and shall ensure that its End Users do not, (a) copy, adapt, alter, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any source code of the Services (except to the extent such restriction is expressly prohibited by Applicable Law); (b) perform or disclose any of the following security testing of the Service environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; (c) sell, resell, sublicense, transfer, or distribute the Services; or (d) access or use the Services (i) in a manner intended to avoid incurring fees; (ii) in a manner that breaches, or causes the breach of, Applicable Law on export control; (iii) on behalf of or for the benefit of any entity or person who is legally prohibited from using the Services; (iv) make the Service available in any manner to a third party.

4. Licenses and Approvals: The Client shall obtain and shall maintain all licenses, permits, approvals and other permissions (of whatever nature) required under Applicable Law to: (a) enter into this Agreement; and (b) perform its obligations in accordance with this Agreement. The Client shall ensure that by entering into this Agreement or performing any obligations herein it is not breaching any agreement to which the Client or any of its Affiliates is a party, or violating any rights of any third parties arising from those agreements, including any rights related to exclusivity.

5. The Client shall provide all necessary cooperation to facilitate the provision of the Services by Searce, including at the physical premises of the Client, if and when may be required by Searce from time to time.

6. The Client shall not hold out or otherwise use the Services to perform any activity or incur any obligation or indebtedness or create any encumbrance or lien in such manner as might, in any way, make OEM or Searce liable to any third party.

SEARCE'S RESPONSIBILITIES

1. Processing Personal Data on the Client's Behalf: Searce shall process personal data accessed or received from the Client in accordance with Applicable Law. With respect to all personal data that Searce processes on the Client's behalf (as the terms "personal data" and "process" are defined in Applicable Law), to the extent required, Searce shall: (a) comply with, and only act on, instructions from or on behalf of the Client regarding the processing of such personal data of the Client; (b) not process such personal data for any purpose other than for the performance of its obligations under this Agreement and SOW; (c) ensure that appropriate technical and organizational measures are taken to avoid unauthorised or unlawful processing of such data and against loss or destruction of, or damage to, such personal data; (d) ensure the reliability of, and be responsible for, all of Searce's employees, agents and contractors who have access to the personal data; (e) not, by any act or omission, place that the Client is in breach of Applicable Law; (f) inform the Client immediately of any suspected or confirmed data protection breaches or unauthorised or unlawful processing, loss, or destruction of, or damage to, the personal data; (g) ensure that any third party subcontractor engaged by Searce to process the personal data on behalf of the Client only uses and accesses the data in accordance with the terms of this Agreement and is bound by written obligations requiring it to provide at least the level of data protection required Applicable Law.

TERM AND TERMINATION

1. Term: This Agreement shall come into effect from the Effective Date and will continue for an initial term of five (5) years ("Initial Term"). Thereafter, this Agreement shall be automatically renewed for an additional period of one (1) year for every subsequent year ("Renewal Term").

2. Termination for Breach:

   1. Searce shall have the right to terminate this Agreement upon notice to the Client if the Client materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

   2. The Client shall have the right to terminate this Agreement upon notice to Searce if (i) the OEM materially breaches any of its applicable terms and policies in provision of the resold Services and fails to cure such breach within thirty (30) days after receiving written notice thereof; and / or (ii) Searce materially breaches any terms of this Agreement in the provision of Searce provided Services and fails to cure such breach within thirty (30) days after receiving written notice thereof.

3. Effect of Termination: Upon termination of this Agreement for any reason:

   1. All the SOW(s) executed under this Agreement shall stand terminated.

   2. Searce will invoice Client within seven (7) days of termination, for all Services performed, the termination fee or true-up amount as stipulated in the respective SOWs (if applicable), the license fee, and any costs or expenses incurred through the date of cessation of Services and the Client shall pay such invoices in accordance with the terms of this Agreement and / or any SOW, as applicable.

   3. Client shall make all the payments of accrued and outstanding amounts due to Searce, within fifteen (15) days of termination or as per the terms of the invoice; whichever is earlier.

   4. All Services shall stand terminated and Searce shall have no obligation to the Client to provide any Services upon any termination or expiration of this Agreement.

4. Termination of a particular SOW(s) shall not result in termination of this Agreement. This Agreement shall continue to be valid and in force, unless this Agreement is expressly terminated in accordance with this "Term and Termination" Clause.

MARKETING

Each Party may use the other Party's brand name and logo in connection with the Agreement unless explicitly restricted for any scope of services in an SOW. The Client may state publicly that it is Searce's Client and display Searce's brand name and logo in accordance with the trademark usage guidelines, if any, that may be provided separately. Searce may state publicly that it renders Services to the Client and display the brand name and logo of the Client in accordance with applicable trademark usage guidelines, if any, that may be provided separately. Additionally, with prior written consent, the Parties may engage in joint marketing activities such as Client testimonials, press engagements, public speaking events, and analyst interviews. A Party may revoke the other Party's right to use its brand name and logo with a written notice of forty-five (45) days.

FEES, EXPENSES, TAXES, AND PAYMENT

1. Payment Term: Searce will invoice Client for the fees payable as per the fees and invoicing terms set out in the relevant SOW for the Services. Client shall pay Searce all invoiced amounts by the payment due date set out in the relevant invoices. All payments are due in the currency described in the invoice.

2. Taxes: Searce will invoice Client for actual fees and expenses plus as applicable taxes as per the invoicing frequency expressly set forth in the applicable SOW. Client shall pay invoiced taxes unless Client provides a valid tax exemption certificate. Client may withhold taxes under Applicable Law if Client provides Searce with a valid receipt evidencing the taxes withheld. Each Party is responsible for the collection and/or payment of all taxes (including penalties and interest) as per the responsibilities imposed on it by any applicable governmental authority in the territory where the Services are delivered or elsewhere in connection with the use, subscription, transfer, possession, delivery, or resale of the Services under this Agreement, including, sales tax, VAT, withholding tax, excise, import, export or other duty, tax, or other charge of any kind or nature.

3. Invoice Disputes:

   1. The Client must submit any invoice disputes to client.operations@searce.com within seven (7) days of the receipt of the invoice. If no discrepancy is raised within such time, it shall be deemed that the invoice is accepted by the Client and the Client shall pay the invoiced amount by the payment due date, as determined by the invoice and the terms of this Agreement.

   2. In case of an invoice dispute, the Parties shall expeditiously enter into discussions to clarify any issues pertaining to the disputed amounts and make reasonable efforts to resolve the dispute pertaining to the invoice within fifteen (15) days of the dispute notification. While the dispute resolution is in progress, the Client shall pay the undisputed portion of the invoiced amount by the payment due date, as determined by the invoice and the terms of this Agreement.

   3. If the Parties determine that disputed fees were incorrectly invoiced, then Searce shall issue a credit equal to the agreed amount. If the amount withheld is ultimately found payable, the Client shall process such amount and pay the same to Searce immediately on resolution of the invoice dispute.

   4. Further if the Parties fail to resolve the invoice dispute within fifteen (15) days of dispute notification, it shall become a Dispute, falling within the meaning of the term under this Agreement and its resolution shall proceed under the "Governing Law and Dispute Resolution" Clause of this Agreement, unless the Parties agree otherwise in writing.

4. Overdue Payments:

   1. In the event payment is overdue from the Client, Searce may (1) charge interest on overdue amounts (other than the amount that parties determine as incorrectly invoiced according to the invoice dispute process) at one and a half percent (1.5%) per month compounded monthly (or the highest rate permitted by Applicable Law, if less) from the payment due date until paid in full, and (2) suspend the Services from the date such payments become overdue.

   2. The Client shall reimburse Searce for all reasonable costs and expenses (including attorneys' fees) incurred by Searce in collecting overdue payments except where such payments are due to Searce's billing inaccuracies.

5. Purchase Orders: If the Client requires a purchase order number on its invoice, the Client shall provide a purchase order number. If the Client does not provide a purchase order number, then (a) Searce shall invoice the Client without a purchase order number, and (b) the Client shall pay invoices without a purchase order number referenced. Any terms contained in a purchase order are void and are not accepted by or binding on Searce.

REPRESENTATIONS AND WARRANTIES

1. Representations and Warranties: Each Party represents and warrants that it (i) has full power and authority to enter into the Agreement; and (ii) shall comply with Applicable Law in fulfilling its role under this Agreement; (iii) the execution and delivery of this Agreement has been duly authorized; and (iv) its execution or performance hereunder does not breach any other agreement to which it is bound.

2. Disclaimer: Except as expressly provided for in the Agreement, to the fullest extent permitted by Applicable Law, Searce (i) disclaims and does not make any representations and warranties of any kind, including any implied or expressed representations and warranties, regarding (1) content or information accessible through the Services; (2) meeting the Client's requirements, merchantability, satisfactory quality, fitness for a particular purpose, or quiet enjoyment arising out of use of the Services; (3) that the Services will be uninterrupted, error free, or free of harmful components; or (4) that any Services, Client's content or third party content will be secure or not otherwise lost or damaged. The Services are not intended to be used for High Risk Activities and any use thereof by the Client or its End Users will be at the Client's own risk, and the Client shall be solely liable for the results of any failure of the Services.

3. Client's Representations and Warranties: The Client represents and warrants that (i) it is and shall be the owner of, or is authorized to use or deliver, certain materials, and that Searce and its subcontractors are and shall be permitted to use such materials to perform the Services herein; (ii) the materials that Searce uses thereof do not and shall not violate or infringe any Applicable Laws or Intellectual Property RIghts of any third party; (iii) it shall maintain a safe work environment for Searce's personnel working at the Client's site or premises, at the Client's sole expense; (iv) is not a party to any litigation or judicial, administrative or arbitration proceeding which, if decided adversely to the Client, could have any material adverse effect upon performance of its obligations under this Agreement; (v) it shall not do any act or deed that would tarnish or affect the reputation or brand name of Searce, OEM or any of its Affiliates.

COMPETITIVE MATERIALS

Subject to the terms and conditions of this Agreement including, but not limited to the "Confidential Information" Clause, this Agreement shall not preclude Searce from developing product offerings outside this Agreement that may be similar to or competitive with product offerings part of the Services. Nothing in this Agreement shall be construed as precluding or limiting in any way the right of Searce to provide consulting, development, or other services of any kind or nature whatsoever to any individual or entity as Searce in its sole discretion deems appropriate.

FORCE MAJEURE

Neither Party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement (other than payment obligations) or interruption of service resulting directly or indirectly by reason of fire, flood, earthquake, pandemic, explosion or other casualty, strikes or labor disputes, disruptions of telecommunication systems, inability to obtain supplies or power, war or other violence, any law, order, terrorist threats, proclamation, regulation, ordinance, demand or requirement of any government agency, or any other act or condition whatsoever beyond the reasonable control, fault or negligence of the non-affected party; provided the non-affected Party shall resume performance whenever such causes are removed.

LIMITATION OF LIABILITY

1. Limited Liabilities:

   1. To the extent permitted by Applicable Law and subject to the "Unlimited Liabilities" Clause below, neither Party shall have any liability arising out of or relating to the Agreement for any;

      1. indirect, exemplary. consequential, special, incidental, or punitive damages or

      2. loss of anticipated revenues, profits, savings, or goodwill; or

      3. unavailability of the OEM Services.

   2. Each Party's total aggregate liability for direct damages arising out of or relating to the Agreement or SOW (as applicable) is limited to the fees Client under the applicable SOW paid during the preceding three (03) months period before the event giving rise to the liability within which the claim arose, or as may be otherwise provided in the relevant SOW. Notwithstanding the foregoing, no claim against Searce may be brought six (6) months after the facts giving rise to such claim has arisen.

2. Unlimited Liabilities: Nothing in the Agreement excludes or limits either Party's Liability towards its:

   1. indemnification obligations, or

   2. its payment obligations under the Agreement and / or SOW including the Minimum Commitment and True Up Amount.

INDEMNIFICATION

1. Searce Indemnification Obligations: To the extent, it is solely and directly attributable to Searce, Searce will indemnify, defend and hold harmless the Client and its directors, officers, employees and agents ("Searce Indemnified Parties"), from and against any third-party action brought against the same with respect to any claim, demand, cause of action, debt or liability, including without limitation, reasonable attorneys' fees, to the extent that such action is based on (i) Searce Indemnified Parties use of Searce Services or Deliverables resulting in infringing on Intellectual Property Rights of third parties; or (ii) gross negligence, willful misconduct or failure to comply with Applicable Laws on part of Searce while performance of the Services. Notwithstanding anything to the foregoing, Searce will not be liable wherein (a) such Services or Deliverables are used by the Client for any unlawful purpose, or (b) such Services or Deliverables are performed or created on the instructions and specifications of the Client, or (c) such Services or Deliverables are not used as per the instructions of Searce, or (d) such Services or Deliverables are integrated with such hardware or software that is not approved by Searce.

2. Client Indemnification Obligations: Client will indemnify, defend and hold harmless Searce and OEM and their Affiliates and its directors, officers, employees and agents ("Client Indemnified Parties"), from and against any action brought against the Client Indemnified Parties with respect to any claim, demand, cause of action, debt or liability, including without limitation, reasonable attorneys' fees, to the extent that such action is based on (i) Client's representations, warranties and covenants under this Agreement or (ii) Client's or End Users' use of the Services or (iii) uncured breach of any terms of this Agreement or the SOW or (ii) gross negligence, willful misconduct or failure to comply with Applicable Laws by the Client.

3. Indemnification Conditions: Any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnifying party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Save as expressly provided otherwise elsewhere in this Agreement, in respect of each indemnity in this Agreement under which a claim is brought by a third party against the indemnified Party, the indemnified Party agrees to:

1. notify the indemnifying Party promptly upon becoming aware (and in any event within ten (10) days of any claim;

2. make no admissions or statements without the indemnifying Party's consent;

3. reserve for the indemnifying Party the right, if it chooses to take exclusive control of the litigation and to conduct/settle litigation and negotiations as the indemnifying Party sees fit (subject to keeping the indemnified Party reasonably informed);

4. give the indemnifying Party such assistance as may be reasonably required;

5. preserve and not waive legal, professional or any other privilege attaching to any of the records, documents, or other information in relation to such claim without the prior consent of the indemnifying Party;

6. not enter into any binding agreement or arrangement to settle such claim without the prior written consent of the indemnifying Party; and

7. take all steps to mitigate the costs or loss which it may suffer with this agreement including in relation to any losses, costs, damages and expenses covered by indemnity.

CONFIDENTIALITY

1. Ownership: The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party's Confidential Information or Confidential Information of third parties that the Disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the Disclosing Party or such third party, as applicable, and will remain the sole property of the Disclosing Party or such third party. For the sake of clarity, as between the Parties, the Confidential Information of Searce includes: (i) this Agreement and SOW(s); and (ii) product offerings and proprietary products (iii) any non-publicly available documentation related to Searce's Proposal, Services and product offering.

2. Use and Disclosure of Confidential Information: The Recipient shall only use the Disclosing Party's Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and shall use reasonable care to protect against the disclosure of the Disclosing Party's Confidential Information. The Recipient may disclose the Disclosing Party's Confidential Information (a) to its employees and representatives who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Clause; and (b) to any third party with the Disclosing Party's prior written consent.

3. Confidentiality Exceptions: Notwithstanding the foregoing, the above shall not apply to Confidential Information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the Recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the Recipient's possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the Recipient or (vi) is approved for release or disclosure by the Disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Applicable Law, provided that, wherever possible and legally feasible, the Party making the disclosure pursuant to the order shall first have given written notice to the other Party so as to allow that other Party to seek to obtain a protective order or (ii) to establish a Party's rights under this Agreement, including to make such court filings as it may be required to do.

NON-SOLICITATION AND NON-POACHING

1. During the term of this Agreement and for thirty six (36) months thereafter, Client or its Affiliates will, nor will attempt, directly or indirectly to solicit, recruit, cause to be recruited in any capacity, or induce any Resources of Searce or its Affiliates (whether full-time or part-time) to terminate his or her relationship with Searce or its Affiliates. Client or its Affiliates shall directly or indirectly recruit former Resources of Searce or its Affiliates, without the prior written consent of Searce or its Affiliates, where former Resources shall mean a person who cease to work for Searce or its Affiliates and a period less than one year has since elapsed.

2. In the event the Client or its Affiliates violates the non-solicitation and non-poaching obligation set out above, the Client shall, within thirty (30) days, pay Searce as full liquidated damages, an amount equal to three hundred percent (300%) of the Resource's total annual compensation (including salary and all monetary and non-monetary benefits including any bonus and or variables) which the Resource was last entitled to when such individual was employed / engaged by Searce. This Clause shall be enforceable to the extent permissible under Applicable Law.

JURISDICTION

Except as provided in the "Governing Law and Dispute Resolution" Clause of this Agreement, both Parties agree that all disputes among them arising out of, connected with, related to, or incidental to the relationship established among them in connection with this Agreement, shall be resolved exclusively by the courts located in Texas, United States. Each of the Parties hereto waives in all disputes brought pursuant to this Clause any objection that it may have to the location of the court considering the dispute.

GOVERNING LAW AND DISPUTE RESOLUTION

1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of Texas, United States ("Applicable Law"), without regard to its conflict of law principles.

2. In the event of any controversy, claim, dispute or difference arising between the Parties out of or in connection with this Agreement ("Dispute"), the Parties shall resolve such Dispute amicably by negotiations within sixty (60) days of written notice of the existence of a Dispute by a Party to the other Party. In such an event, the Parties shall each arrange for an officer or member of management with authority to meet and resolve, in good faith, any pending Disputes during such time period.

3. If a Dispute arises from or relates to this SOW or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration by a sole arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

4. The Parties agree that any arbitral award shall be final and binding on the Parties.

5. Nothing stated in this Clause shall preclude a Party from seeking interim equitable or injunctive relief, or both from a court of competent jurisdiction.

INTELLECTUAL PROPERTY

1. Each Party shall always retain the exclusive ownership to its Pre-existing Material and Searce shall additionally retain exclusive ownership to the Residual Information.

2. To the extent that any Pre-existing Material of Searce is integrated into any Deliverables, Searce hereby grants to the Client, a perpetual, non-exclusive, limited license to use such Pre-existing Material to the extent it is integrated/incorporated into and used along with such Deliverables.

3. All Intellectual Property Rights in the Deliverables (excluding Searce's Pre-existing Material or third party software, which shall be dealt with in accordance with the terms of any license agreement relating to that software) shall be owned by the Client. In the event that any of the Deliverables or work products do not qualify as works made for hire, Searce, upon payment of full payments, hereby assigns to the Client, all rights, title and interest in and to the Deliverables or work product and all Intellectual Property Rights therein.

4. The Client agrees that Searce shall not be liable for any claims of infringement arising from (i) combination of the Deliverable with any hardware, software, data, or other materials not provided and approved by Searce; or (ii) Searce's compliance with the Client's specifications, information, designs or requirements; or (iii) the Client's use of Deliverables for purposes other than those specified under applicable SOW(s) or for any illegal purpose; or (iv) the Client's failure to comply with Searce's instructions related to Deliverables.

5. Except under the "Marketing" Clause of this Agreement or under a particular SOW, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or Intellectual Property. As between the parties, the Client retains all Intellectual Property Rights in its own proprietary materials and applications, and Searce retains all Intellectual Property Rights in the Services and software owned / licensed to Searce.

6. Feedback: At its will, the Client may provide feedback and suggestions about the Services to Searce ("Feedback"). If the Client provides Feedback, then Searce and its Affiliates may use that Feedback at its discretion, including for the on-going and subsequent provision of Services.

NOTICES

All notices, certificates, acknowledgments or other written communications required to be given under this Agreement shall be in writing and shall be deemed to have been given and properly delivered if duly mailed by electronic means (such as emails), to such other address as either Party may, by written notice, designate to the other Party.

SEVERABILITY

If any part of the Agreement is invalid, illegal, or unenforceable as per Applicable Law or otherwise, the rest of the Agreement shall still remain in effect.

NO THIRD-PARTY BENEFICIARY

The Agreement does not confer any rights or benefits to any third party unless it expressly states that it does.

ASSIGNMENT

Neither Party may assign the Agreement without the written consent of the other Party, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of the Agreement, (b) the Party assigning the rights remains liable for obligations under the Agreement if the assignee defaults on them, and (c) the Party assigning the rights has notified the other Party of the assignment. Any other attempt to assign shall be void.

RELATIONSHIP BETWEEN THE PARTIES

The Agreement does not create any agency, partnership, or joint venture between the Parties. Neither Party shall have the authority to bind the other except to the extent expressly authorized herein. Neither Party shall have authority to bind the other except to the extent expressly authorized herein.

NON-WAIVER

No breach, covenant or condition of this Agreement may be waived except by the written consent of the waiving Party. Neither Party shall be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

CONSTRUCTION

This Agreement is a product of negotiations between both Parties. Consequently, the terms and provisions of this Agreement shall be interpreted and construed in accordance with their usual and customary meanings, and the Parties hereby waive the application of any rule of law to the effect that ambiguous or conflicting terms or provisions shall be interpreted or construed against the Party who prepared the executed draft or any earlier draft.

SURVIVAL

1. The following Clauses shall survive expiration or termination of the Agreement and shall apply to either Party's successors or assigns:

   1. Definitions and Interpretation;

   2. Effects of Termination;

   3. Fees, Expenses, Taxes and Payment;

   4. Limitation of Liability;

   5. Indemnification;

   6. Confidentiality;

   7. Non-Solicitation and Non-Poaching;

   8. Governing Law and Dispute Resolution;

   9. Intellectual Property;

   10. additional clauses specified in the applicable Schedule, if any.

COMPLETE AGREEMENT

The Agreement states all terms agreed between the Parties, and supersedes any prior or contemporaneous agreements between the Parties relating to the subject matter of the Agreement. In entering into the Agreement, neither Party has relied on, and neither Party shall have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly described in the Agreement.

COUNTERPARTS

This Agreement may be executed in original or with an electronic signature, each of which shall be deemed an original and all of which shall together be deemed to constitute one agreement.

ACCEPTANCE

By entering into the relevant SOW(s), the Client has consented to be bound by the terms and conditions set forth in this Agreement.