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HB NEXT SERVICES AGREEMENT

            This HB NEXT SERVICES AGREEMENT (this “Agreement”), dated as of [DATE] (the “Effective Date”), is by and between HB NEXT LLC, a Delaware LLC, located at 1255 Lakes Parkway, Suite 385, Lawrenceville, GA 30043 (“HB NEXT”) and [Client ], a [                    ][            ], located at [                                                                         ] (the “Client”)

            HB NEXT is the Nation’s leading Compliance-as-a-Service (CaaS) company. CaaS was created by HB NEXT to take a hands-on role in managing Clients’ regulatory (DOT, OSHA, EPA) and operational compliance to minimize risk, protect business owners, lower insurance premiums, and alleviate administrative burdens on existing teams; all for a fraction of the costs to hire full-time employees.  Our CaaS offering (The Compliance Partner Program) combines expert consulting services, administrative support, program oversight, and a universally configurable Compliance Management Platform (Sequence XT) to ensure that all the fundamental programs, policies, and processes for a company are in place, operational, and managed properly. Performance metrics and data insight help facilitate adherence, gain efficiencies through automation, and enhance staff productivity, which enables our clients to remain safe, compliant, and competitive. Ultimately, this creates continuity within each Client’s operations and protects the business. Additional custom items can be added upon request.

  1. Services; Access and Use.
    1. HB NEXT shall provide to Client the services (the “Services”) set forth in Exhibit A. HB NEXT shall provide the Services (a) in accordance with the terms and subject to the conditions set forth in this Agreement; (b) using personnel of required skill, experience, licenses, and qualifications; (c) in a timely, workmanlike, and professional manner;  and (d) in accordance with generally recognized industry standards in HB NEXT’s field. Nothing in this Agreement shall prevent Client from performing for itself or acquiring from other providers the same or similar services, nor prevent HB NEXT from providing the same or similar services to other customers (subject to confidentiality and intellectual property obligations set forth below). HB NEXT shall not subcontract the Services without Client’s prior written consent, which shall not be unreasonably withheld. Any changes to the scope of Services must be agreed by the parties in a written amendment in accordance with Section 12.7.  As appropriate in the context of this Agreement, the term “Services” also includes (i) “Platform Servies” (defined below) and (ii) any specialty consulting or configuration services delivered in accordance with any statement of work, schedule or exhibit signed by the parties and specifically incorporated into this Agreement.
    1. To the extent the Services are delivered through or involving Client’s or any Authorized User’s access to or use of HB NEXT’s technology platforms and/or use of the Documentation (defined below), the following terms and conditions shall apply:
      1. Provision of Access. Subject to and conditioned on Client’s payment of Fees and compliance with all other terms and conditions of this Agreement, HB NEXT hereby grants Client a non-exclusive, non-transferable (except in compliance with Section 12.5) right to access and use the Platform Services delivered through or involving HB NEXT’s technology platforms (“Platform Services”) during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Client’s internal use. HB NEXT shall provide to Client the necessary passwords and network links or connections to allow Client to access the Platform Services. The total number of Authorized Users may be limited in accordance with Exhibit A, which may require an appropriate adjustment of the Fees payable hereunder. The term “Authorized User” means Client’s employees, consultants, contractors, and agents (i) who are authorized by Client to access and use the Platform Services under the rights granted to Client pursuant to this Agreement and (ii) for whom access to the Platform Services has been purchased hereunder.
      1. Documentation License. Subject to the terms and conditions contained in this Agreement, HB NEXT hereby grants to Client a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12.5) license to use the Documentation during the Term solely for Client’s internal business purposes in connection with its use of the Platform Services.  The term Documentation” means HB NEXT’s user manuals, handbooks, and guides relating to the Platform Services provided by HB NEXT to Client either electronically or in hard copy form/end user documentation relating to the Platform Services available online.
      1. Use Restrictions. Client shall not use the Platform Services for any purposes beyond the scope of the access granted in this Agreement. Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Platform Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform Services, in whole or in part; (iv) remove any proprietary notices from the Platform Services or Documentation; or (v) use the Platform Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
      1. Reservation of Rights. HB NEXT reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the HB NEXT Intellectual Property Rights.
      1. Suspension. Notwithstanding anything to the contrary in this Agreement, HB NEXT may temporarily suspend Client’s and any Authorized User’s access to any portion or all of the Platform Services if: (i) HB NEXT reasonably determines that (A) there is a threat or attack on any of the HB NEXT Intellectual Property Rights; (B) Client’s or any Authorized User’s use of the HB NEXT Intellectual Property Rights disrupts or poses a security risk to the HB NEXT Intellectual Property Rights or to any other customer or vendor of HB NEXT; (C) Client, or any Authorized User, is using the HB NEXT Intellectual Property Rights for fraudulent or illegal activities; (D) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) HB NEXT’s provision of the Platform Services to Client or any Authorized User is prohibited by applicable law; or (ii) any vendor of HB NEXT has suspended or terminated HB NEXT’s access to or use of any third-party services or products required to enable Client to access the Platform Services. HB NEXT shall use commercially reasonable efforts to provide written notice of any service suspension to Client and to provide updates regarding resumption of access to the Platform Services following any service suspension. HB NEXT shall use commercially reasonable efforts to resume providing access to the Platform Services as soon as reasonably possible after the event giving rise to the service suspension is cured. HB NEXT will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other conSequence XTs that Client or any Authorized User may incur as a result of a service suspension.
      1. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, HB NEXT may monitor Client’s use of the Platform Services and collect and compile Aggregated Statistics. As between HB NEXT and Client, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by HB NEXT. Client acknowledges that HB NEXT may compile Aggregated Statistics based on Client Data input into the Platform Services. Client agrees that HB NEXT may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Client or Client’s Confidential Information.  The term “Aggregated Statistics” means data and information related to Client’s use of the Platform Services that is used by HB NEXT in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform Services.
      1. Responsibility for Access and Use.  Client is responsible and liable for all uses of the Platform Services and Documentation by Client or any Authorized User, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Platform Services, and shall cause Authorized Users to comply with such provisions.
      1. Third-Party Products. HB NEXT may from time to time make third-party products available to Client. For purposes of this Agreement, such third-party products are subject to their own terms and conditions and the applicable flow-through provisions available upon request. If Client does not agree to abide by the applicable terms for any such third-party products, then Client should not install or use such third-party products.
      1. Unpaid Access.  To the extent HB NEXT determines through audit or investigation at any time that Client has knowingly or intentionally accessed or used functionality available through HB NEXT’s technology platforms in excess of its rights stated in this Agreement and/or Exhibit A (“Unpaid Access”), HB NEXT may retroactively charge Client the fair value of such Unpaid Access by issuance of a special invoice to be paid in accordance with Section 4.2.  CLIENT IS SOLELY RESPONSIBLE TO ENSURE CLIENT OR ANY AUTHORIZED USER DOES NOT ENGAGE IN UNPAID ACCESS.  HB NEXT HAS NO RESPONSIBILITY TO MONITOR WHETHER UNPAID ACCESS IS OCCURRING OR OTHERWISE CONDUCT REGULAR OR SYSTEMATIC AUDITS OR INVESTIGATIONS.     
  2. Client’s Obligations. Client shall (a) provide HB NEXT with access to Client’s premises, office accommodation, and other facilities as may reasonably be required by HB NEXT for the purposes of performing the Services; (b) respond promptly to any HB NEXT request for information or approvals that HB NEXT requires to perform the Services.
  3. Term and Termination.
    1. Term; Renewal. This Agreement shall commence as of the Effective Date and shall continue thereafter for a period of 36 months (the “Initial Term”, together with any Renewal Terms, as defined below, the “Term”), unless sooner terminated pursuant to this Section 3.  The Initial Term shall automatically renew for consecutive 12 month periods (each a “Renewal Term”) unless either party provides written notice of its intent to terminate at least 30 days prior to the end of the then-current Initial Term or Renewal Term. The terms and conditions of this Agreement during any Renewal Term shall be the same as those in effect at the time of renewal. Upon delivery of notice of termination, the Term will end on the expiration date of the then-current Initial Term or Renewal Term, unless sooner terminated as provided in this Section 3.
    1. Termination for Convenience. Client, in its sole discretion, may terminate this Agreement at any time without cause, by providing at least 90 days’ prior written notice to the other party.  In such event, an early termination charge may apply in accordance with Section 4.1(d).
    1. Termination for Cause. Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach (provided that the cure period for non-payment shall ne 10 days after receipt of written notice); (b) becomes insolvent; (c) admits its inability to pay its debts generally as they become due; (d) becomes subject to any bankruptcy proceeding which is not dismissed or vacated within 75 days after filing; (e) is dissolved or liquidated; (f) makes a general assignment for the benefit of creditors; or (g) has a receiver, trustee, custodian, or similar agent appointed by court order to take charge of or sell any material portion of its property or business.
    1. Effects of Termination or Expiration. Upon expiration or termination of this Agreement for any reason, (a) HB NEXT shall: (i) deliver to Client all documents, work product, and other materials, whether or not complete, prepared by or on behalf of HB NEXT in the course of performing the Services for which Client has paid; (ii) return to Client all Client-owned property, equipment, or materials in its possession or control; and (iii) remove any HB NEXT-owned property, equipment, or materials located at Client’s locations; and (b) each party shall return to the other party or destroy, at the other party’s discretion, all documents and tangible materials (and any copies, physical or electronic) containing, reflecting, incorporating or based on the other party’s Confidential Information and certify in writing that it has done so; provided, however, that Client may retain copies of any Confidential Information of HB NEXT incorporated in the Deliverables, as defined in Section 5.1, or to the extent necessary to allow it to make full use of the Services and any Deliverables.
    1. Survival. The rights and obligations of the parties set forth in this Section 3.5 and Section 3.4, Section 5, Section 6, Section 7, Section 8, Section 10, Section 12, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
  4. Fees and Expenses; Payment Terms.
    1. In General. In consideration of the provision of the Services by the HB NEXT and the rights granted to Client under this Agreement, Client shall pay the fees as follows:
      1. Time and Materials. For Services provided on a time and materials basis, Client shall pay fees (the “Fees”) calculated in accordance Exhibit A.
      1. Fixed Price. Where Services are provided for a fixed price, the total Fees shall be the amount set out in Exhibit A.
      1. Expense Reimbursement. Client shall reimburse HB NEXT for all actual, documented, and reasonable travel and out-of-pocket expenses incurred by HB NEXT in performing the Services that have been approved in advance in writing by Client (unless otherwise stated in Exhibit A) at HB NEXT’s actual cost.
      1. Early Termination Charge.  In the event the Client terminates this Agreement in accordance with Section 3.2 prior to the expiration of the 36-month Initial Term, an early termination charge equal to the below-stated percentage of unpaid Fees due in accordance with Exhibit A for the remainder of the Initial Term shall apply and be due on the early termination date:
  5. Early Termination Date                    Percentage
  6. Months 0-12                                50%
  7. Months 13-24                                          33%
  8. Months 24-36                                          25%
    1. Invoicing and Payment. HB NEXT shall issue invoices to Client: (a) monthly in arrears for its fees for the immediately preceding month (unless otherwise stated in Exhibit A) for time and materials Services; and (b) as indicated in Exhibit A for fixed price Services. Each invoice shall also include a detailed breakdown of reimbursable expenses incurred in connection with the applicable Services. Client shall pay all amounts due to HB NEXT within 30 days after Client’s receipt of such invoice, except for any amounts disputed by Client in good faith, with no right of setoff. All payments hereunder shall be in US dollars and made by check or wire transfer. If Client fails to timely pay an invoice, HB NEXT may (a) charge interest on unpaid amounts at a rate of 12% per annum from the date such payment was due until the date paid in full; and (b) suspend performance for all Services until payment has been made in full, except for any amount disputed in good faith.
    1. Taxes. Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder except for any taxes imposed on, or with respect to, HB NEXT’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
  9. Intellectual Property.
    1. Except as set forth in Section 5.2, all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of HB NEXT in the course of performing the Services (collectively, the “Deliverables”) shall be owned exclusively by Client. HB NEXT agrees and will cause its HB NEXT personnel to agree, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such Deliverables are hereby deemed a “work made for hire” for Client. To the extent that any of the Deliverables do not constitute a “work made for hire,” HB NEXT hereby irrevocably assigns and shall cause its personnel to irrevocably assign to Client all Intellectual Property Rights worldwide in the Deliverables. The HB NEXT shall cause its personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such HB NEXT personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Deliverables.
    1. All Intellectual Property Rights in all documents, data, know-how, methodologies, software, and other materials provided by or used by HB NEXT in performing the Services and developed or acquired by the HB NEXT prior to or independently of this Agreement (collectively, “Pre-Existing Materials”) shall be owned exclusively by HB NEXT and its licensors. HB NEXT hereby grants Client a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable (except in accordance with Section 12.5), non-sublicensable, worldwide, non-exclusive license to use, display, reproduce any Pre-Existing Materials to the extent incorporated in or otherwise necessary for the use of the Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by HB NEXT. 
  10. Confidential Information.
    1. All non-public, confidential or proprietary information of either party (“Confidential Information”), including, but not limited to, information about such party’s business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the Receiving Party in connection with this Agreement, and whether or not marked, designated, or otherwise identified as “confidential,” is confidential, solely for use in performing this Agreement and may not be disclosed or copied unless authorized by the Disclosing Party in writing. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Agreement; (b) is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) the Receiving Party establishes by documentary evidence, was in its possession prior to the Disclosing Party’s disclosure hereunder; (d) was or is independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.
    1. The Receiving Party shall be responsible for any breach of this Section 7 caused by any of its employees, contractors, agents, or representatives. On the expiration or termination of the Agreement, the Receiving Party shall promptly return, and shall require its Representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Each party’s obligations under this Section 6 will survive termination or expiration of this Agreement for a period of 5 years, except for Confidential Information that constitutes a trade secret under any applicable law, in which case, such obligations shall survive for as long as such Confidential Information remains a trade secret under such law.
    1. To the extent the parties execute a separate mutual confidentiality and non-disclosure agreement (“MNDA”), the terms of this Section 6 shall not affect or minimize the obligations of the parties set forth in such MNDA.  In such regard, the terms of this Section 6 shall be additive to the obligations set forth in the MNDA.  A breach of the MNDA shall be a material breach of this Agreement.
  11. Representations and Warranties.
    1. Mutual. Each party represents and warrants to the other party that: (a) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder; and (b) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
    1. HB NEXT. HB NEXT represents and warrants to Client that: (a) it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and in compliance with all applicable laws, and shall devote adequate resources to meet its obligations under this Agreement; (b) the Services and Deliverables shall conform in all material respects with the specifications set forth in this Agreement and Exhibit A; and (c) to HB NEXT’s knowledge the Services and Deliverables, and Client’s use thereof, do not and will not infringe any Intellectual Property Right of any third party arising under the Law of the United States. HB NEXT’s sole liability and Client’s sole and exclusive remedy for HB NEXT’s breach of the foregoing Section 7.2(c) are HB NEXT’s indemnification obligations under Section 8.2.
    1. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, (A) EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND (B) SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
  12. Indemnification.
    1. General. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (“Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and costs, incurred by Indemnified Party (collectively, “Losses”), arising out of or resulting from any claim of a third party arising out of or occurring in connection with: (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from Indemnifying Party’s willful, fraudulent or grossly negligent acts or omissions; or (b) Indemnifying Party’s gross negligence, willful misconduct, or material breach of this Agreement, including but not limited to material breach of any representation or warranty made by Indemnifying Party in this Agreement.
    1. Intellectual Property Infringement. HB NEXT shall defend, indemnify, and hold harmless the Client Indemnitees from and against all Losses based on a claim that any of the Services or Deliverables or Client’s receipt or use thereof infringes any Intellectual Property Right of a third party arising under the Laws of the United States; (b) Client’s use of the Deliverables in combination with any materials or equipment not supplied to Client or specified by HB NEXT in writing; or (c) any modifications or changes made to the Deliverables other than by HB NEXT.
  13. LIMITATION OF LIABILITY. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT, INDEMNIFICATION OBLIGATIONS, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR: (A) ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) DIRECT DAMAGES OF MORE THAN THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  14. Insurance. During the Term, HB NEXT shall, at its own expense, maintain and carry insurance in full force and effect including commercial general liability with commercially reasonable limits, worker’s compensation with limits no less than the minimum amount required by applicable law; and, errors and omissions and/or professional liability with commercially reasonable limits. Upon Client’s request, HB NEXT shall provide Client with a certificate of insurance from HB NEXT’s insurer evidencing the insurance coverage specified in this Agreement.
  15. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from events outside of the party’s reasonable control (“Force Majeure Events”), including but not limited to: (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, governmental work-from-home or shut-down or stay-at-home orders, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; and (g) national or regional emergency. The affected party shall resume performance under this Agreement as soon as reasonably practicable after the Force Majeure Event has been resolved or terminated.
  16. Miscellaneous.
    1. Independent Contractors. The parties are independent contractors, and nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between them. Neither party shall be authorized to contract for or bind the other party in any manner whatsoever.
    1. No Publicity. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement, or otherwise use the other party’s trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.
    1. Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party; and (b) if the party giving the Notice has complied with the requirements of this Section.
    1. Entire Agreement; Order of Precedence. This Agreement, together with all schedules and exhibits and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement and those of any schedule or exhibit, then the terms of this Agreement shall control unless expressly set forth otherwise in the applicable schedule or exhibit.
    1. Assignment. Neither party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
    1. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
    1. Amendment and Modification; Waiver. This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each party hereto. No failure to exercise any rights, remedy, power or privilege (“Right(s)”) arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any Right hereunder precludes any other or further exercise thereof or the exercise of any other Right.
    1. Severability. No invalidity, illegality, or unenforceability of any provision herein in any jurisdiction, shall affect any other term or provision of this Agreement or invalidate or render such provision unenforceable in any other jurisdiction. If any provision is determined to be invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.
    1. Governing Law: Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the state or federal courts located in Atlanta, Georgia, and each party irrevocably: (a) submits to the exclusive jurisdiction of such courts; and (b) waives any objection to such courts based on venue or inconvenience; and (c) waives any right to trial by jury. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
    1. Equitable Relief; Cumulative Remedies. Each party acknowledges that a breach of Section 5 (Intellectual Property Rights; Ownership), Section 6 (Confidentiality) or Section 12.11 (Mutual Non-Disparagement) may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation. In the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief. Except as expressly set forth in this Agreement, the right and remedies under this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity or otherwise.
    1. Mutual Non-Disparagement.  Each party agrees and covenants that it shall not make, publish, or communicate defamatory or disparaging remarks, comments, or statements concerning any of the other party’s owners, employees, products or services. Each party agrees and covenants that it shall not make, publish, or communicate to any person or entity or in any public forum any maliciously false, defamatory, or disparaging remarks, comments, or statements concerning the other party’s owners, employees, products or services, or its businesses, its existing and prospective customers, suppliers, investors, and other associated third parties, now or at any time in the future.
    1. Enforcement Costs.  If any party institutes any legal suit, action or proceeding against the other party to enforce its rights under this Agreement, the non-prevailing party in such suit, action or proceeding shall, in addition to all other damages and remedies to which the prevailing party may be entitled, reimburse the prevailing party for its actual, reasonable costs and expenses incurred related to such suit, action, or proceeding, including without limitation reasonable outside attorneys’ fees, court costs and collection costs.
    1. Counterparts. This Agreement may be executed in counterparts and/or e-signatures, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered  e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.