Master agreement

1. Definitions

1. “Affiliate” of any Person means any Person that controls, is controlled by, or is under common control with such Person. As used in the context of Affiliates, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or other interests, by contract or otherwise.
2. “Authorized Users” means Customer’s employees who have been authorized by Customer to access and use the Worktrace Platform solely on Customer’s behalf.
3. “Worktrace IP” means the Worktrace Platform (including the Software), all technology (including source code, object code and all related algorithms) related thereto and all intellectual property or proprietary rights in the foregoing. For the avoidance of doubt, Worktrace IP does not include Customer Data.
4. “Worktrace Platform” means the work automation application, which is described in greater detail in the table above.
5. “Customer Data” means information and data that is submitted, posted, or otherwise transmitted through the Worktrace Platform by an Authorized User.
6. “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership or other entity.
7. “Order Form” means a mutually executed ordering document (including any schedules or exhibits thereto) that references this Agreement and sets forth the applicable Worktrace platform subscription details, including pricing, usage metrics, minimum commitments (if any), Initial Term Length, and any additional commercial or service terms. Each Order Form is incorporated into and governed by this Agreement.

2. Access and Use

(a) Provision of Access

Subject to Customer’s full compliance with all terms and conditions of this Agreement, Worktrace hereby grants Customer a non-exclusive, non-transferable right to access and use the Worktrace Platform during the Term, solely by Authorized Users, for Customer’s internal use. Worktrace shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Worktrace Platform. Worktrace may in its sole discretion modify, enhance or otherwise change the Worktrace Platform from time to time; provided, that such changes will not materially limit or adversely affect the Worktrace Platform provided to Customer hereunder.

(b) Use Restrictions

Customer shall not, directly or indirectly:

1. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to or attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Worktrace Platform or any software or data underlying or related to the Worktrace Platform (“Software”);
2. copy, modify, translate, or create derivative works of the Worktrace Platform or Software, in whole or in part;
3. use or access the Worktrace Platform or Software for timesharing or service bureau purposes or for any purpose other than for the internal benefit of Customer as set forth in this Agreement;
4. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Worktrace Platform or Software;
5. remove any product identification, proprietary, copyright or other notices from the Worktrace Platform or Software;
6. use the Worktrace Platform or Software 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 laws or regulations; or
7. permit any third party to do any of the foregoing.

Customer will use commercially reasonable efforts to prevent any unauthorized use of the Worktrace Platform or the Software, and will promptly notify Worktrace of any unauthorized use that comes to Customer’s attention and provide all reasonable cooperation to prevent and terminate such use.

(c) Reservation of Rights

Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Worktrace IP. As between the Parties, Worktrace retains all right, title and interest in and to the Worktrace IP.

(d) Suspension

Notwithstanding anything to the contrary in this Agreement, Worktrace may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Worktrace Platform if:

1. Worktrace reasonably determines that:
   1. there is a threat or attack on any of the Worktrace IP;
   2. Customer’s or any Authorized User’s use of the Worktrace IP disrupts or poses a security risk to the Worktrace IP or to any other customer or vendor of Worktrace;
   3. Customer, or any Authorized User, is using the Worktrace IP for fraudulent or illegal activities;
   4. subject to applicable law, Customer 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
   5. Worktrace’s provision of the Worktrace Platform to Customer or any Authorized User is prohibited by applicable law; or
2. in accordance with Section 5(a)(iii)

(any such suspension described in sub-clause (i) or (ii) of this Section, a “Service Suspension”). Worktrace shall use commercially reasonable efforts to provide prior notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Worktrace Platform following any Service Suspension. Worktrace shall use commercially reasonable efforts to resume providing access to the Worktrace Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Worktrace will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

(e) Order Forms Required

Customer’s right to access and use the Worktrace platform is conditioned upon the execution of an Order Form. No access rights or obligations shall arise unless and until an Order Form has been executed by both Parties.

3. Data Security

Worktrace will maintain commercially reasonable administrative, physical and technical safeguards for the Worktrace Platform to protect against the accidental or unauthorized access, use, alteration or disclosure of Customer Data properly uploaded to, or ingested by, the Worktrace Platform and processed or stored on a computer and/or computer network owned or controlled by Worktrace in connection with the Worktrace Platform. If, at any time, Worktrace fails to comply with this Section, Customer may promptly notify Worktrace in writing of any such noncompliance. Worktrace will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting the noncompliance is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.

4. Customer Responsibilities

(a) General

Customer is responsible and liable for all uses of the Worktrace Platform resulting from access provided by Worktrace, including all acts and omissions of Authorized Users. Customer shall make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized Users’ use of the Worktrace Platform, and shall cause Authorized Users to comply with such provisions.

(b) Customer Data

Customer is responsible for the accuracy, completeness, quality and legality of the Customer Data (including complying with all applicable laws, rules or regulations requiring notice to, or permissions from, individuals and other third parties in connection with providing Worktrace the Customer Data). In addition, Customer is responsible for making back-ups of Customer Data, and the Worktrace Platform is not intended to be the sole repository of any Customer Data.

(c) Third Party Services

Customer acknowledges and agrees that:

1. the Worktrace Platform may operate on, with or using products or services operated or provided by Customer or third parties (“Third Party Services”);
2. the availability and operation of the Worktrace Platform or certain portions thereof may be dependent on the performance of such Third Party Services; and
3. Customer’s failure to provide adequate access to such Third Party Services may result in an interruption or unsatisfactory performance of the Worktrace Platform.

Worktrace does not make any representations or warranties with respect to Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.

5. Fees and Payment

(a) Fees

Customer shall pay Worktrace the fees (“Fees”) as set forth in the Order Form without offset or deduction. Unless otherwise agreed in writing, all Fees will be invoiced monthly in arrears based on Customer’s usage of the Worktrace Platform during such month. If an Order Form includes minimum usage commitments or fees (as applicable, “Minimum Fees”), then Customer shall be responsible for paying at least the amount of such Minimum Fees during the applicable month; provided, that if Customer’s use of the Worktrace Platform exceeds the amount of Minimum Fees, then Customer will be responsible for paying Fees based on its actual usage of the Worktrace Platform. If Customer fails to make any payment when due, without limiting Worktrace’s other rights and remedies:

1. Worktrace may charge interest on past due amounts at a rate of 1.0% per month or, if lower, the highest rate permitted under applicable law;
2. Customer shall reimburse Worktrace for all costs incurred by Worktrace in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and
3. if such failure continues for 10 days or more, Worktrace may suspend Customer’s and its Authorized Users’ access to any portion or all of the Worktrace Platform until such amounts are paid in full.

(b) Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is 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 or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Worktrace’s income.

6. Customer Data

Customer grants Worktrace a nonexclusive, worldwide, royalty-free, sublicensable license to use, copy, reproduce, distribute, and make derivative works of Customer Data for the purpose of providing the Worktrace Platform and related services.

7. Confidential Information; Feedback

(a) Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure, is:

1. publicly available;
2. rightfully known to the receiving Party on a non-confidential basis;
3. rightfully obtained by the receiving Party on a non-confidential basis from a third party; or
4. independently developed by the receiving Party without use of, or reference to, the Confidential Information of the disclosing Party.

The receiving Party shall not disclose the disclosing Party’s Confidential Information to any Person, except to the receiving Party’s employees, consultants, agents or representatives who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (such Persons, its “Representatives”). In addition, and except as permitted herein, the receiving Party shall not use the Confidential Information of the disclosing Party except as necessary to exercise its rights or perform its obligations hereunder. The receiving Party shall be responsible for any unauthorized access, use or disclosure of the disclosing Party’s Confidential Information by the receiving Party’s Representatives.

Each Party may disclose Confidential Information to the limited extent required:

1. 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 the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or
2. to establish a Party’s rights under this Agreement, including to make required court filings.

All Confidential Information disclosed pursuant to the preceding sentence will remain subject to the confidentiality and non-use obligations contained herein for all purposes other than such permitted disclosure. On the expiration or termination of the Agreement, the receiving Party shall promptly 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, at the disclosing Party’s request, certify in writing that such Confidential Information has been destroyed. Each Party’s confidentiality obligations with regard to Confidential Information are effective as of the Effective Date and will survive expiration or termination of this Agreement.

(b) Feedback

Customer or any of its employees or contractors may send or transmit any communications or materials to Worktrace by mail, email, telephone, or otherwise, suggesting or recommending changes to the Worktrace Platform, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”). In such case, Customer shall, and hereby does, grant to Worktrace a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.

8. Warranties and Disclaimers

(a) Mutual

Each Party represents and warrants that:

1. it is duly organized, validly existing, and in good standing under the laws of the state of its organization;
2. it has the necessary organizational power and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted to the other Party herein;
3. the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder do not and will not violate any other agreement to which such Party is a party or by which it is otherwise bound; and
4. it and its performance hereunder will comply with all applicable laws and regulations.

(b) Worktrace

Worktrace warrants that it will not knowingly include, in the Worktrace Platform provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system or any component thereof, including its security or user data.

(c) Disclaimers

Except for the limited warranty set forth in this Section 8, the Worktrace Platform is provided “as is” and Worktrace hereby disclaims all warranties, whether express, implied, statutory, or otherwise. Worktrace specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Except for the limited warranty set forth in Section 8, Worktrace makes no warranty of any kind that the Worktrace Platform, or any results of the use thereof, will meet Customer’s or any other Person’s requirements, operate without interruption, achieve any intended result, are compatible or work with any software, system or other services, or are secure, accurate, complete, free of harmful code, or error free. Without limiting the foregoing, Worktrace provides no warranty or guarantee that any task or workflow automation initiatives will be profitable or otherwise advantageous to the business of Customer.

9. Indemnification

(a) Worktrace Indemnification

Worktrace shall indemnify, defend, and hold harmless Customer from and against any and all out of pocket losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Worktrace Platform infringes or misappropriates such third party’s U.S. patents, copyrights, trademarks or trade secrets; provided, that Customer promptly notifies Worktrace in writing of the claim, cooperates with Worktrace, and allows Worktrace sole authority to control the defense and settlement of such claim.

If such a claim is made or appears possible, Customer agrees to permit Worktrace, at Worktrace’s sole discretion, to:

1. modify or replace the Worktrace Platform, or component or part thereof, to make it non-infringing, or
2. obtain the right for Customer to continue use of the Worktrace Platform in the manner permitted in this Agreement.

If Worktrace reasonably determines that neither alternative is reasonably available, Worktrace may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer and refund Customer all prepaid but unused fees for the remainder of the then-current Term.

The first sentence of this Section 9(a) will not apply with respect to portions or components of the Worktrace Platform:

1. not created by Worktrace, including but not limited to Customer Data or Third-Party Products;
2. that are modified by anyone other than Worktrace where the alleged infringement relates to such modification;
3. combined with other products, processes or materials where the alleged infringement relates to such combination;
4. where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or
5. where Customer’s use thereof is not strictly in accordance with this Agreement.

(b) Customer Indemnification

Customer shall indemnify, hold harmless, and, at Worktrace’s option, defend Worktrace from and against any Losses resulting from any Third-Party Claim:

1. excluded from the indemnity obligation in Section 9(a) above or otherwise arising from Customer’s or any Authorized User’s negligence or willful misconduct or use of the Worktrace Platform in a manner not authorized by this Agreement;
2. related to the implementation and operation of agentic AI systems by Customer, including for workflow automation purposes.

Customer may not settle any Third-Party Claim against Worktrace unless Worktrace consents to such settlement, and further provided that Worktrace will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

(c) Sole Remedy

This Section 9 sets forth Customer’s sole remedies and Worktrace’s sole liability and obligation for any actual, threatened, or alleged claims that the Worktrace Platform infringes, misappropriates, or otherwise violates any intellectual property rights of any third party.

10. Limitations of Liability

(a) Indirect Liabilities

In no event will either Party be liable under or in connection with this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any:

1. consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages;
2. increased costs, diminution in value or lost business, production, revenues, or profits;
3. loss of goodwill or reputation;
4. use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or
5. cost of replacement goods or services,

in each case regardless of whether Worktrace was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.

(b) Direct Liability

In no event will either Party’s aggregate liability arising out of or related to this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the total amounts paid to Worktrace under this Agreement in the twelve month period preceding the event giving rise to the claim.

(c) Exclusions

The foregoing limitations in this Section 10 shall not limit:

1. damages arising in connection with a Party’s fraud, willful misconduct, or gross negligence; or
2. damages arising in connection with a Party’s misappropriation or other unauthorized use of the other Party’s technology.

11. Term and Termination

(a) Term

The initial term of this Agreement (the “Initial Term”) begins on the Effective Date and lasts for the duration of the Initial Term Length set forth in the Order Form. This Agreement and each Order Form entered into hereunder will automatically renew for successive one (1) year renewal terms (each a “Renewal Term” and together with the Initial Term, the “Term”) unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term. Worktrace may increase the subscription prices for any Renewal Term by providing written notice to Customer at least sixty (60) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable.

(b) Independent Order Forms

Each Order Form constitutes a separate and independent engagement under this Agreement. Termination or expiration of one Order Form shall not affect any other Order Form unless expressly stated.

(c) Termination

In addition to any other express termination right set forth in this Agreement or an Order Form:

1. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach:
   1. is incapable of cure; or
   2. being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; and
2. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party:
   1. becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
   2. files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
   3. makes or seeks to make a general assignment for the benefit of its creditors; or
   4. applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(d) Termination for Convenience

Customer may terminate an Order Form at any time upon 30 days’ prior written notice to Worktrace; provided, that Customer shall remain obligated to pay for:

1. Customer’s usage of the Worktrace Platform prior to the effective date of such termination; and
2. the total amount of outstanding Minimum Fees set forth in the Order Form.

(e) Effect of Expiration or Termination

Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Worktrace IP and, without limiting Customer’s obligations under Section 7, Customer shall delete, destroy, or return all copies of the Worktrace IP and certify in writing to Worktrace that the Worktrace IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.

(f) Survival

This Section 11(e) and Sections 1, 2(c), 4, 5, 7, 8(c), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12. Miscellaneous

(a) Entire Agreement

This Agreement, together with the Order Form and any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, any Order Form, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs:

1. first, the applicable Order Form (solely with respect to the subject matter thereof);
2. second, this Agreement, excluding its Exhibits;
3. third, the Exhibits to this Agreement; and
4. fourth, any other documents incorporated herein by reference.

(b) Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must 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 Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email, or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only:

1. upon receipt by the receiving Party; and
2. if the Party giving the Notice has complied with the requirements of this Section.

(c) Force Majeure

In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. Notwithstanding the foregoing, Customer shall not be excused from its payment obligations as a result of the occurrence or persistence of a force majeure event.

(d) Relationship of the Parties

No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

(e) Amendment and Modification; Waiver

No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement:

1. no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; and
2. no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(f) Severability

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(g) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in San Francisco, California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Each Party knowingly, voluntarily and intentionally waives its right to trial by jury in any proceeding arising out of or relating to this Agreement, whether sounding in contract, tort or otherwise.

(h) Construction

As used in this Agreement, all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require. The words “hereof,” “herein” and “hereunder” and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended or supplemented in accordance herewith, and not to any subdivision contained in this Agreement. The word “including” when used herein is not intended to be exclusive and means “including, without limitation.” Any reference to a Person shall include that Person’s successors and assigns or to any Person succeeding to that Person’s functions. All references in this Agreement to “Sections” and “Exhibits” refer to the sections and exhibits of this Agreement. Where a date or time period is specified, it will be deemed inclusive of the last day in such period or the date specified, as the case may be. Words, obligations, representations, restrictions, rights, remedies or other matters connected by the word “or” are not exclusive of one another, unless expressly stated otherwise.

(i) Publicity

During the term of this Agreement, Worktrace may include Customer’s name and logo in its marketing materials and customer lists, including on its website. To the extent Customer provides standard trademark usage guidelines, Worktrace shall use Customer’s name and logo in accordance with the guidelines. In addition, Customer will cooperate with Worktrace with respect to a mutually agreed joint press release.

(j) Relationship of the Parties

For all purposes under this Agreement, each Party will be and act as an independent contractor of the other and will not bind or attempt to bind the other to any contract, and nothing contained herein shall be deemed to constitute either Party as an employee, partner, joint venturer, or agent of the other Party. Notwithstanding any duty (including any fiduciary duty) that may otherwise exist at law or in equity, to the fullest extent permitted by law:

1. no Party shall have a fiduciary duty to any Person bound by this Agreement; and
2. the sole duties, if any, of each Party to this Agreement and its respective Affiliates to any Person bound by this Agreement shall be limited to the contractual duties imposed by this Agreement.

(k) Assignment

Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed, except that either Party may assign this Agreement without consent of the other Party to its successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. For clarity, the foregoing shall not restrict or otherwise limit Worktrace’s ability to subcontract portions of the Worktrace Platform to its vendors, including its cloud hosting provider.

(l) Export Regulation

The Worktrace Platform utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Worktrace Platform or the underlying software or technology to, or make the Worktrace Platform or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Worktrace Platform or the underlying software or technology available outside the US.

(m) US Government Rights

Each of the software components that constitute the Worktrace Platform is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Worktrace Platform as are granted to all other end users, in accordance with:

1. 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or
2. 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

(n) Equitable Relief

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the additional case for Customer, Section 2(b), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy, and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

(o) Counterparts

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

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