Master Services Agreement

CBIZ RISK & ADVISORY SERVICES, LLC d/b/a CBIZ PIVOT POINT SECURITY (“CBIZ”) is pleased to provide this Master Services Agreement (“Agreement”) to (“Client”) for the provision of professional services as described in more detail in one or several Statements of Work. This Agreement will commence upon execution of the Statement of Work, and continue until either the Client or CBIZ provides written notification of the termination of this Agreement in accordance with its terms. The Client shall, from time to time, identify services which the Client desires to be performed by CBIZ and will authorize the performance of such services on a project-by-project basis. All such services will be governed by all of the terms and conditions of this Agreement and will be memorialized in a separate addendum (a “Project Addendum” or a “Statement of Work”) for each project, the terms of which shall be agreed to by the Client and CBIZ. Upon execution of a Statement of Work by Client and CBIZ, each Statement of Work shall be incorporated by reference and be deemed a part of this Agreement. This Master Services Agreement, the attached Terms and Conditions of Service and any Statement of Work embody the entire agreement between the parties regarding the services to be rendered by CBIZ.

Each Statement of Work shall include, to the extent applicable:

(i) Project identification and a description of the services to be performed;
(ii) The deliverables, if any, to be developed or prepared specifically for the Client;
(iii) The fees and expenses and invoicing schedule;
(iv) The period of performance, if any, for the services; and
(v) Any project assumptions.

In the event of any inconsistency between this Agreement and any Statement of Work, the terms of this Agreement shall control unless the Statement of Work contains an express statement that the specific terms in the Statement of Work shall control.

Unless expressly contemplated in a Statement of Work, CBIZ will not perform management functions or make management decisions on behalf of the Client. However, we may provide advice and recommendations to assist management of the Client in performing its functions and making decisions.

CBIZ, in its sole professional judgment, reserves the right to refuse to perform any procedure or take any action that could be construed as making management decisions or performing management functions. None of the work that we will perform under this Agreement or any Statement of Work will constitute an attest engagement.

Our fees and terms of payment for specific projects will be outlined in each Statement of Work. These fees will be based on the complexity of the work to be performed, timing of the engagement, experience level of the personnel required, and estimates of the professional time required to complete the requested service. Our fees will also assume that appropriate information and assistance will be provided by the Client’s personnel and that the scope and complexity of the project will be consistent with prior discussions between CBIZ and the Client.

In the event that the Client terminates this Agreement after work is commenced on any Statement of Work, but before it is completed, this Agreement shall be considered to apply through the completion of such Statement of Work; provided, however, that if the Client directs CBIZ to terminate its efforts, CBIZ shall be compensated for its work through the date of such termination at its standard hourly fees, plus expenses. Such fees and expenses will be invoiced monthly with payment due upon receipt of such invoices.

If the Client has any questions concerning this Agreement, please call or email your Client Relationship Manager, who will be coordinating our services to the Client.

We very much appreciate the opportunity to perform consulting services for the Client.

TERMS AND CONDITIONS

A. Statement(s) of Work. The Client shall, from time to time, identify work and professional services (“Services”) which the Client desires to be performed by CBIZ, or a CBIZ affiliate, and will authorize the performance of such services on a project-by-project basis. All Services to be provided will be described in more detail in one or several Statement(s) of Work, Proposals, and Addenda (herein each referred to as an “SOW”).

Upon execution of a SOW by Client & CBIZ, each SOW (including all Schedules, Exhibits and Project Addendums), shall be incorporated by reference and be deemed a part of the Agreement. The Master Services Agreement, these Terms and Conditions of Services (the “Terms and Conditions”) and any attached SOW constitute the entire agreement between Client and CBIZ. (“Agreement”) In the event of any inconsistency between this Agreement and any SOW, the terms of this Agreement shall control unless the SOW contains an express statement that the specific terms in the SOW shall control.

B. Services. All decisions in connection with the implementation of CBIZ’s services pursuant to this Agreement shall be Client’s responsibility. In connection with CBIZ’s provision of services under a SOW, Client agrees that Client, and not CBIZ, shall be responsible for and perform the following functions: (i) make all management decisions and perform all management functions; (ii) designate an individual who possesses suitable skill, knowledge and experience, preferably within senior management, to oversee such Services, and to evaluate the adequacy and results of such Services; (iii) accept responsibility for the results of such Services; and (iv) establish and maintain effective internal controls over the processes with which such services are concerned, including monitoring ongoing activities. CBIZ will not perform management functions or make management decisions on behalf of the Client. However, with certain Services, CBIZ may provide advice and recommendations to assist management of the Client in performing its functions and making decisions. The Services should not be taken to supplant Client’s own obligations and, if applicable Client’s due-diligence and any additional inquiries and procedures that Client should undertake in consideration of a potential investment or transaction. CBIZ in its sole professional judgment, reserves the right to refuse to take any action that could be construed as making management decisions or performing management functions. None of the work that CBIZ performs under this Agreement, or any SOW will constitute an attest engagement.

C. Third Parties and Internal Use. Except as otherwise expressly agreed in this Agreement (for example, in the case of Transaction Advisory Services, see section S) or in an applicable SOW, all services hereunder shall be solely for Client’s internal purposes and use, and this engagement does not create privity between CBIZ and any person or party (a “third party”) other than Client. This Agreement is not intended for the express or implied benefit of any third party. No third party is entitled to rely, in any manner or for any purpose, on the services provided by CBIZ. In order to protect CBIZ from any unauthorized reliance or claims, Client further agrees that the services provided by CBIZ shall not be distributed, made available, circulated, or quoted to or used by any third party, or included in any offering memoranda or other documentation supporting or in any way relating to the offering of securities or the solicitation of financing through equity or debt, without the prior written consent of CBIZ. Client agrees to hold CBIZ harmless from any claims or liability that may arise out of or result from Client’s disclosure of, or from CBIZ complying with Client’s request to disclose or share, Client’s information with third parties.

D. Confidentiality. Each party shall take all reasonable care and steps to assure that any Confidential Information shall not be disclosed to third parties without the prior written permission of the other party or as otherwise provided in this Agreement or by law. Each party will use reasonable precautions to protect Confidential Information, but has no obligation to employ any measures that the other party (“Disclosing Party”) does not regularly employ in protecting Disclosing Party’s Confidential Information., “Confidential Information” includes but is not limited to: (i) all information of the other party and its Affiliates, whether it is oral or visual information, and whether recorded in writing, electronically, or in any other medium or by any other method;(ii) all technology, software programs, procedures, methods of operation, pricing, sources of information, databases, trade secrets, know-how, proprietary information, formulae, processes, techniques, expansion plans, programs, program decks, routines, subroutines, operating systems, internal controls, security procedures, inventions, methods of operation or proposed methods of operation, objects and source codes, updates thereto, market analysis, inventions, and related items used by CBIZ in its work pursuant to this Agreement; and, (iii) all non-public personal information, personally identifiable information, or protected health information as defined by applicable privacy law or regulation. Confidential Information shall not include information: (i) previously known to the other party without an obligation of confidence; (ii) independently developed by or for the other party without reference to or use of the Confidential Information; (iii) lawfully acquired by the other party from a third party which is not, to the other party’s knowledge, under an obligation of confidence with respect to such information; or (iv) that is or becomes generally available to the public at no fault of the parties.
CBIZ may disclose Client’s confidential information to CBIZ’s employees, independent contractors and affiliates, including their employees and independent contractors, as necessary to provide Services. Client authorizes CBIZ to engage such affiliates and third parties to provide services on CBIZ’s behalf and, in this context, provide them with access to Client’s Confidential Information. Without limiting the foregoing, CBIZ may in certain circumstances disclose Client’s Confidential Information to software vendors for the purpose of obtaining technical support in the course of providing services, but all such Confidential Information will be treated confidentially. CBIZ may also disclose Confidential Information if required by a court or governmental agency, but CBIZ will use commercially reasonable efforts to inform Client, unless prohibited by law, prior to disclosure.
CBIZ may disclose Confidential Information to any company, or any employee of such company, that is owned or controlled, directly or indirectly, by CBIZ, Inc. (“Affiliate”). CBIZ may use Confidential Information in connection with this Agreement to check for conflicts of interest and to verify independence. Confidential Information may also be used in CBIZ’s efforts to provide Client with access to the different types of services offered by CBIZ affiliates, including when appropriate, tax consulting, general business consulting, retirement or estate planning, business succession, asset acquisition or disposition, payroll, benefits, insurance, wealth management and investing, human resources, accounting, valuation, internal audit, mergers and acquisitions, and technology consulting, or to prepare subsequent years’ engagement letters. Client has the right to limit the Information used or disclosed. CBIZ may use Confidential Information to compile lists to provide Client with tax or business information, newsletters or other correspondence determined to be relevant to Client or Client’s industry, and information on other products or services offered by CBIZ’s Affiliates. CBIZ may also use and disclose Confidential Information as subsequently requested or directed by Client.

Periodically, CBIZ may perform benchmarking studies on an industry basis to provide additional value-added information to CBIZ’s clients. Client consents to sharing of Confidential Information with third parties for this purpose. Such benchmarking studies will be general in nature and the information provided will not contain any identifying features that can be attributed to Client.

It is common practice for professional service firms such as CBIZ, in discussions with prospective clients, to make reference to prior work, and we would like to have the opportunity to do so with respect to this Agreement. Unless Client informs CBIZ to the contrary, on termination of this Agreement CBIZ will be entitled to make reference to having been engaged, including a brief description of its objectives and Client’s logo, in CBIZ newsletters and publications and discussions with third parties regarding work opportunities.

Both parties agree to: (i) promptly notify the other of any unauthorized possession, use, or knowledge of the other’s Confidential Information by any person or entity that may become known to the party, (ii) promptly furnish to the other party reasonable detail regarding the unauthorized possession, use, or knowledge and reasonably assist in investigating or preventing the recurrence of any unauthorized possession, use, or knowledge (iii) reasonably cooperate in any litigation and investigation against third parties deemed necessary by other party to protect its proprietary rights, and (iv) use reasonable steps to prevent a recurrence of any such unauthorized possession, use, or knowledge of the party’s Confidential Information.

E. Client Responsibilities. Client is responsible for making corporate, information technology, systems, financial and related information available to CBIZ to provide the Services described herein, but Client agrees to provide only the information that is necessary and that CBIZ requests. Client is responsible for the accuracy and completeness of the information provided to CBIZ. CBIZ shall be entitled to assume, without independent verification, the accuracy of all representations, assumptions, information and data that Client and Client’s representatives provide to CBIZ. All assumptions, representations, information and data to be supplied by Client and Client’s representatives will be complete and accurate to the best of Client’s knowledge.

Except as specifically provided herein, CBIZ shall not assume any responsibility for any financial reporting, and Client acknowledge and understands that CBIZ is providing no attest services of any kind, scope or nature whatsoever, as part of this Agreement. CBIZ shall have no responsibility to address any legal matters or questions of law in connection with this Agreement.

Client agrees that where participation by its own staff is necessary for CBIZ to provide Services, assigned staff will possess the appropriate knowledge, skill, experience and authority for the tasks assigned to them and will be available at convenient times agreed upon by the parties for their participation in the Project or Services. Client agrees to designate a member of its staff to represent Client on all facilities access, technical and staffing matters relating to Services.

Client will provide a safe and suitable environment in which to perform Services, full and free use of data communication processing and telecom facilities necessary to perform the Services, and the right, under Client’s licenses with third party licensors of software used by Client that will be involved in CBIZ’ performance of Services, to use such software as Client’s agent.

In the event that Services shall include or require a license to Client for any software solutions as set forth in the SOW, such use and license shall be governed by, and shall be subject to, the terms of CBIZ End User License Agreement, which terms are incorporated herein by reference.

Client acknowledges that insufficiency on its part with respect to the provision of qualified and competent personnel and third-party contractors, information, management, cooperation, decision making, or other reasonable requests, may impact the successful completion of Services and the SOW and may delay the timing and/or increase the amount of fees charged by CBIZ. Client shall be solely responsible for the performance of Client’s personnel, contractors, and agents.

F. Fees and Payment. Client will pay CBIZ for the Services at the rates and amounts set forth in the applicable SOW. If properly submitted invoices are not paid within 30 days of the invoice date, a late charge may accrue at the lesser of (i) 1% per month or (ii) the highest rate allowable by law. Without limiting its rights or remedies, CBIZ shall have the right to suspend or terminate entirely its Services until full payment is received on such past due invoices. In the case of nonpayment, in addition to interest, Client will be liable for any and all costs and attorney’s fees incurred by CBIZ to collect the fees. The failure of CBIZ to exercise its right to suspend or terminate work shall not constitute a waiver by CBIZ of any right or remedy, and CBIZ will bear no liability to Client if work is suspended or terminated because of nonpayment. In the event of a termination of this Agreement including and SOW pursuant to Section G below, Client agrees to compensate CBIZ for all Services performed and expenses incurred through the effective date of termination or as otherwise required pursuant to any SOW. All outstanding bills will be paid in full prior to the release of any information or prior to final product or Service delivery, unless other arrangements to pay Client’s bill have been agreed upon. In addition to professional fees, Client agrees to reimburse us for our direct and reasonable out-of-pocket expenses related to travel and any required or other approved expenditures incurred in connection with Services. In addition to interest, CBIZ reserves the right to assess a 5% technology and administrative fee to cover the cost of technology, processing, and other administrative expenses.

G. Term. This Agreement shall conclude on the completion and delivery of all CBIZ’s Services and any deliverables, and unless otherwise stated in a SOW. it may be terminated by either party at any time by giving written notice. The following sections of this Agreement will survive completion of the Services or Termination and will apply to any and all Services provided by CBIZ in the future, unless and until it is superseded by a new Master Service Agreement or Engagement Letter: Confidentiality, Third Parties and Internal Use, Property and Record Retention, Employment Offers to CBIZ’s Personnel, Dispute Resolution and Jury Trial Waiver, Governing Law and Severability, Fees and Payment, Limitation on Damages, Indemnification and such other provisions of this Agreement which by their nature are intended to survive.

H. General.

1. Entire Agreement. This Agreement forms the entire agreement between the parties relating to Services, and replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral, unless specifically incorporated by this Agreement. This Agreement may only be amended or modified in a writing executed by both parties. In the event Client requests additional Services or reengagement, This Agreement may be incorporated by reference into, and shall therefore become a part of, any subsequent Services or reengagement. This Agreement shall be binding on all transferees, successors and assigns of both CBIZ and Client.
2. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any of the Services or obligations set forth in this Agreement due to causes beyond its reasonable control including acts of God, fires, floods, explosions, riots, wars, hurricane, earthquake, sabotage, terrorism, vandalism, government acts, injunctions, labor strikes, pandemics and other like events beyond the reasonable anticipation and control of the party.. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.
3. No Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver or discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced.
4. Sales Tax. Client acknowledges and agrees that Client will be solely responsible for applicable sales, value added tax, or similar charges relating to the sale transfer of ownership, installation, license or use that becomes due in connection with the Services provided under this Agreement.

I. Independent Contractor. It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is, nor shall be considered to be, an agent, partner, joint venturer, employee or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation of behalf of, or in the name of, the other.

J. Employment Offers to Our Personnel. During the term of this Agreement and for a period of one year thereafter, Client agrees not to hire, solicit, or attempt to solicit, whether directly or indirectly, the services of any staff, employee, consultant, or subcontractor of CBIZ without the prior written consent of CBIZ. Violation of this provision shall, in addition to other relief, require the breaching party to compensate the non-breaching party with one hundred percent (100%) of the solicited person’s annual compensation.

K. Safe Environment; Client’s Premises and Access to Systems. Client agrees that in any circumstances wherein CBIZ personnel are required to work at any premises or location operated or controlled by Client, Client will take all actions and precautions necessary to ensure that Client’s premises are free from all known or reasonably foreseeable safety hazards, and all forms of harassment and discrimination. While performing Services at the Client’s facilities, CBIZ’s Personnel shall abide by all of Client’s written safety, security and office rules and procedures which have been delivered to CBIZ. For Services being performed at the Client’s facilities, the Client shall provide CBIZ’s Personnel with necessary access during normal business hours to its facilities and appropriate office space, computers, phones, printing, faxing, copying and similar office services. If required by an SOW, Client shall be responsible for providing, at its cost, a satisfactory communications link between its facilities and the applicable CBIZ facility. Client shall provide CBIZ’s Personnel with access and necessary login identifications for its information technology environment and local area network, as applicable.

L. Property and Record Retention. The workpapers and files which CBIZ generates in connection with this engagement are the property of CBIZ. CBIZ is not a system of record for Client’s records or data. It is Client’s responsibility to retain and protect Client’s records for possible future use, including, but not limited to, potential examination by any government or regulatory agencies. All CBIZ workpapers and files will be retained pursuant to CBIZ’s document retention policy. Please be advised that there may be important information in the files that will be destroyed. This notice represents any and all notice of CBIZ’s retention policy. By signing below, Client acknowledges and agrees to the CBIZ retention policy.

M. Electronic Communication. In today’s technological environment, businesses and individuals are continuously interacting through e-mail. This may involve sending data, documents and other information, which could include sensitive tax, financial or other information. While email will be used for normal communication, any sensitive data should be exchanged through more secured methods. A business or individual that chooses to exchange sensitive information via e-mail should ensure that their e-mail server and the information stored in their system are secure. To the extent Client requests CBIZ send sensitive information via email or itself chooses to send sensitive information via email, CBIZ is not responsible for any transmission problems or the failure of Client or any authorized recipient of the information to receive the file containing the information or maintaining the confidentiality of any information transmitted via e-mail or in the possession of Client or any authorized recipient. Client is solely responsible for (i) notifying us of the failure to receive Client’s file containing the information so that a copy can be provided in alternative form: (ii) the security of Client’s e-mail server and for restricting access to Client’s e-mail in order to maintain confidentiality of the information transmitted; (iii) storing the electronic file containing the information; and (iv) acquiring and maintaining the software needed to open and access the files containing the information. When communicating to CBIZ electronically Client agrees to password protect all documents provided to CBIZ, whether shared via FTP, portal, email, or any other means. Client further agrees to any specific data transfer requirements included in any SOW.

N. Governing Law and Severability. This Agreement including any SOW’s thereunder and any and all claims relating to or arising out of this Agreement or related to CBIZ’s services, whether sounding in contract, tort, or otherwise, shall be governed by, and construed in accordance with, the laws of the state of Ohio, with venue and jurisdiction in Ohio. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth in this Agreement.

O. Dispute Resolution and Jury Trial Waiver. Because there are inherent difficulties in recalling or preserving information as the period after an engagement increases, Client agrees that, notwithstanding any applicable statute of limitations, Client must file any claim based on this engagement in court within twenty-four (24) months after performance of CBIZ’s services under the relevant SOW.

If any dispute, controversy or claim arises in connection with the performance or breach of this Agreement, either party may, upon written notice to the other party, request that the matter be mediated. Such mediation will be conducted by a mediator appointed by and pursuant to the rules of the American Arbitration Association or such other neutral facilitator acceptable to both parties. Both parties will exert their best efforts to discuss with each other in good faith their respective positions in an attempt to finally resolve such dispute or controversy.

Each party may disclose any facts to the other party or to the mediator which it, in good faith, considers necessary to resolve the matter. All such discussions, however, will be for the purpose of assisting in settlement efforts and will not be admissible in any subsequent litigation against the disclosing party. Except as agreed by both parties, the mediator will keep confidential all information disclosed during negotiations. The mediator may not act as a witness for either party in any subsequent arbitration between the parties.

The mediation proceedings will conclude within sixty days from receipt of the written notice unless extended or terminated sooner by mutual consent. Each party will be responsible for its own expenses. The fees and expenses of the mediator, if any, will be borne equally by the parties. If the parties cannot resolve a dispute not related to fees through mediation, either party may pursue action in a court of competent jurisdiction as set forth in Section N of these Terms and Conditions.
Unless otherwise prohibited by law or applicable professional standard each of the parties irrevocably, voluntarily and knowingly waives its right to a jury trial of any claim or cause of action based upon or arising out of this agreement or any dealings between the parties hereto relating to the subject matter hereof. The scope of this waiver is intended to be all-encompassing. It includes any and all disputes that may be filed in any court and that relate to the subject matter of this agreement, including, but not limited to, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. It also includes any and all such claims that may be brought against CBIZ, its affiliates and any of their respective personnel, current or former.

P. Limitation on Damages. Unless otherwise prohibited by law or applicable professional standard, Client agrees that CBIZ, any entity related to it and their respective personnel, current or former, shall not be liable to Client for any claims, liabilities, or expenses relating to this Agreement for an aggregate amount in excess of the annual fees paid by Client to CBIZ pursuant to the SOW to which the claim, liability or expense arises, except to the extent finally judicially determined to have resulted from the bad faith or intentional misconduct of CBIZ. Unless otherwise prohibited by law or applicable professional standard, in no event shall CBIZ, any entity related to it or their respective personnel, current or former, be liable for consequential, special, indirect, incidental, punitive, or exemplary losses or damages relating to this Agreement. This limitation on liability provision shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), professional standard, or otherwise.

Q. Indemnification. Unless otherwise prohibited by law or applicable professional standard, Client shall indemnify and hold harmless CBIZ and its personnel from and against any causes of action, damages (whether compensatory, consequential, special, indirect, incidental, punitive, exemplary, or of any other type or nature), costs and expenses (including, without limitation, reasonable attorneys’ fees and the reasonable time and expenses of CBIZ’s personnel involved) brought against or involving CBIZ at any time and in any way arising out of or relating to CBIZ’s services under this engagement, except to the extent judicially determined to have resulted from the bad faith, gross negligence, or willful or intentional misconduct of CBIZ’s personnel. This provision shall survive the termination of this agreement for any reason and shall apply to the fullest extent of the law, whether in contract, tort, or otherwise.

If any action or proceeding (any of the foregoing being a “Claim”) is threatened or commenced by any third party against CBIZ that Client are obligated to defend or indemnify under this Agreement, then written notice thereof shall be given to Client as promptly as practicable. After such notice and only so long as CBIZ’s and Client’s interests with respect to the claim remain consistent, no conflict exists, and, by Client’s control of the defense, CBIZ’s insurance is not voided or otherwise compromised in any way, Client shall be entitled, if Client so elect in writing within ten days after receipt of such notice, to take control of the defense and investigation of such Claim and to employ and engage attorneys to handle and defend the same, at Client’s sole cost and expense, with the approval of CBIZ, which approval shall not be unreasonably withheld, CBIZ shall cooperate in all reasonable respects with Client and Client’s attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom; provided, however, that CBIZ may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom. Client shall enter into no settlement of a Claim that involves a remedy other than the payment of money by solely Client without the prior consent of CBIZ.

After notice by Client to CBIZ of Client’s election to assume full control of the defense of any such Claim, and CBIZ’s approval of selected counsel, Client shall not be liable to CBIZ for any legal expenses incurred thereafter by CBIZ in connection with the defense of that Claim. If Client does not assume full control over the defense of a Claim, then Client may participate in such defense, at Client’s sole cost and expense, and CBIZ shall have the right to defend Client in such manner as it may deem appropriate, at Client’s cost and expense.

R. Management Function. Client management is responsible for all management decisions and performing all management functions, and for designating an individual from senior management with suitable skill, knowledge, or experience to oversee the services we provide. Management is responsible for evaluating the adequacy and results of the services performed and accepting responsibility for them, including the implementation of any findings, recommendations, or remedial actions resulting from the services.

S. Outsourcing Engagements. If CBIZ’s personnel will be acting in an outsourced capacity, Client management is responsible for all management decisions and performing all management functions, and for designating an individual, preferably from senior management, with suitable skill, knowledge, or experience to oversee the services we will provide during such an engagement. Client management is responsible for evaluating the adequacy and results of the services performed and accepting responsibility for them. If CBIZ personnel are engaged to act as an officer of Client (e.g. CISO or CFO), the following terms will apply and will control in case of conflict with any terms above:

1. Indemnification of Consultant. The Client agrees to hold harmless and indemnify the Consultant for actions as an officer of the Client to the fullest extent permitted by law, as such may be amended from time to time, so long as such actions were taken in good faith and in accordance with the Agreement. The Client shall advance all expenses (including attorneys’ fees) incurred by or on behalf of the Consultant in connection with any action, proceeding or investigation arising from such actions within thirty (30) days after the receipt by the Client of a statement or statements from the Consultant requesting such advance or advances from time to time, whether prior to or after final disposition of such action, proceeding or investigation. For so long as the Consultant is serving as an officer of the Client, the Client’s organizational documents shall provide for: (a) elimination of the liability of a director or officer of the Client (including the Consultant) to the maximum extent permitted by law and (b) indemnification of directors and officers (including the Consultant) for acts on behalf of the Client to the maximum extent permitted by law.
2. Indemnification of CBIZ. The Client agrees to hold harmless and indemnify CBIZ for any action taken by the Consultant as an officer of the Client to the fullest extent permitted by law, as such may be amended from time to time, so long as such actions were taken in good faith and in accordance with the Agreement. The Client shall advance all expenses (including attorneys’ fees) incurred by or on behalf of CBIZ in connection with any action, proceeding or investigation arising from such actions within thirty (30) days after the receipt by the Client of a statement or statements from CBIZ requesting such advance or advances from time to time, whether prior to or after final disposition of such action, proceeding or investigation.
3. Directors and Officers Insurance. For so long as the Consultant is serving as an officer of the Client, the Client shall maintain a directors and officers liability insurance policy with at least. $2,000,000 in coverage, with such coverage extending to the Consultant as an officer of the Client.

T. Ownership Rights and Restrictions. Client acknowledges and agrees any Work Product under this Agreement including but not limited to all templates, hardware tools and all pre existing software tools developed by or for CBIZ either prior to or outside of the scope of the engagement contemplated by this Agreement shall remain the property of CBIZ. For clarity, “Work Product” includes any and all: (a) deliverables, whether delivered or not, works of authorship, test data, converted data, other data and databases, flowcharts, tables, derivative works, discoveries, inventions, know how, findings, designs, machines, devices, apparatus, compositions, methods, processes and improvements of any of the foregoing, conceived, made, created, discovered or developed by CBIZ for the sole and exclusive purpose of Client, whether alone or in conjunction with others, during the course of providing the Services and Deliverables; (b) any other documents, reports or materials of any kind that are prepared by CBIZ in performing the Services or that are derived from, are based upon or utilize in any way any Confidential Information or other proprietary information, data, materials or products of Client, whether during the term or after termination of this Agreement. All hardware and software tools developed by or for CBIZ for the delivery of services to the Client remains the property of CBIZ. CBIZ retains all ownership and intellectual property rights in pre-existing technology, information and know-how that may be employed in providing the Services and retains all rights in said pre existing hardware tools, software tools, technology, information and know how. Client acknowledges and agrees that the Services provided under this Agreement may be related to Client’s purchase of third-party hardware and software products (“Products”) that Client acquires under a separate order. Such third-party Products not developed or manufactured by CBIZ will be covered under the terms of sale or license of the developer or manufacturer of those Products.

U. Disclaimer of Warranties and Liability. CBIZ shall not be liable for any damages arising out of or relating to: (i) interoperability, interaction, access, or interconnection problems with applications, equipment, services, content or networks provided by Client or third parties; (ii) service interruptions or lost or altered messages or transmissions, except as otherwise provided in the applicable SOW; or (iii) unauthorized access to, or theft, alteration, loss or destruction of, Client’s users’ or third parties’ applications, content, data, programs, information, network or systems. Certain Services follow a defined sampling methodology, rather than being driven by a specific end result or deliverable. This sampling methodology aims to reduce cost while at the same time minimizing any detrimental impact on the accuracy and reliability of the results. Due to the inherent risks and limitations associated with this methodology, CBIZ cannot guarantee (i) the outcome of its testing, assessment, forensics, or remediation methods, or (ii) that all weaknesses, noncompliance issues or vulnerabilities will be discovered (clauses (i) and (ii) together, the “Risks and Limitations”). Client acknowledges and accepts these Risks and Limitations.

Except as expressly provided in this agreement, CBIZ makes no warranties, express or implied, and specifically disclaims any warranty of merchantability, fitness for a particular purpose, title or non-infringement or any warranty arising by usage of trade, course of dealings or course of performance. CBIZ does not warrant that the services will be uninterrupted or error-free. Equipment provided by CBIZ in conjunction with any service is provided on an ‘As IS’ basis. CBIZ does not authorize anyone to make a warranty of any kind on its behalf and Client should not rely on anyone making such statements.

V. Technical Support. Technical support may include an annual contract for technical support Services Client may have ordered. If ordered, annual technical support (including first year and all subsequent years) is provided under a SOW for such technical support. The technical support policies incorporated in this Agreement are subject to change at CBIZ’ discretion; however, CBIZ will notify the thirty (30) days prior to any such change and will not materially reduce the level of Services provided for supported programs during the period for which fees for technical support have been paid.

CBIZ reserves the right to discontinue support for Systems or System components that are discontinued by the applicable manufacturer, or that due to age, obsolescence or condition create an unreasonable burden on maintenance and support. Client will be given 120 days’ notice of a discontinuance of support when such decision is made by CBIZ. If the termination of support is based on manufacturer discontinuance, CBIZ will relay that information promptly to Client. In either event, CBIZ will provide reasonable assistance to Client in finding alternative support solutions.

If CBIZ (a) changes the technical support policies incorporated in this Agreement, or (b) discontinues support for Systems or System components, in either case in such a manner as to materially adversely affect any of the Services, then Client may at its option upon notice to CBIZ terminate either this Agreement, any SOW so affected or any Services so affected.

W. Export. Export laws and regulations of the United States and other export laws and regulations may apply to software, technical information and/or products provided to Client under this MSA. Client agrees to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Client agrees that no such software, technical information and/or products will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.

X. UCITA Not to Apply. The Uniform Computer Information Transactions Act does not apply to this Agreement.