Standard Terms

1. Services

1.1 Providing Services. Customer or its Affiliates may enter SOWs with Provider. Provider will perform the Services as detailed in an applicable SOW. Each SOW together with the Key Terms and Standard Terms will constitute a separate agreement. Provider will comply with Customer policies, if any. If a Customer Affiliate enters an SOW with Provider, references to Customer in the SOW, Key Terms, or Standard Terms will mean that Affiliate for that agreement.

1.2 Cooperation. Customer will reasonably cooperate with Provider to allow the performance of Services. Provider is not responsible for an inability to perform the Services caused by Customer’s failure to cooperate as reasonably requested. Provider will provide its own equipment and tools to perform the Services.

1.3 Change Orders. Provider or Customer may amend any SOW by entering a Change Order. If a party requests a Change Order, the other party will review and consider the proposed changes in good faith and respond to the Change Order request within a reasonable timeframe. However, a Change Order will not be binding until Provider and Customer agree in writing on the Change Order.

1.4 Acceptance. If according to the SOW, Deliverables are subject to this section, Customer will be deemed to have approved a Deliverable if Customer does not reject the Deliverable within the Rejection Period. If Customer rejects a Deliverable, Customer must notify Provider in writing with reasonable detail about why the Deliverable did not meet the requirements in the SOW. Provider will correct the issue and resubmit the Deliverable within the Resubmission Period.

1.5 Subcontractors. Provider may use Subcontractors and Affiliates to perform the Services, without Customer’s prior permission. If Provider uses Subcontractors to perform Services, Provider is responsible for (a) all acts and omissions of its Subcontractors, (b) ensuring its Subcontractors’ compliance with this Agreement and the applicable SOW, and (c) making all payments owed to its Subcontractors for their portion of the Services.

1.6 Customer Obligations. Customer will comply with Customer Obligations.

1.7 Project Management. Each party shall, throughout the Term, maintain within its organization a project manager to serve as such party’s primary point of contact for day-to-day communications, consultation, and decision-making regarding the Services. Each party shall ensure its project manager has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. The parties’ initial project managers for each Service are identified in the SOW applicable to such Service. Each party shall use commercially reasonable efforts to maintain the same project manager in place throughout the Term. If either party’s project manager ceases to be employed by such party or such party otherwise wishes to replace its project manager, such party shall promptly name a new project manager by written notice to the other party. If there is no active SOW, no notice for changes to the project manager will be required.

2. Intellectual Property

2.1 Deliverables. Except for Background Technology and Third-Party Materials, Provider assigns all right, title, and interest in the Deliverables (if any) to Customer at the Time of Assignment. Upon the Time of Assignment, Provider will assert no rights over such Deliverables.

2.2 Customer Materials. Provider may copy, display, modify, and use Customer Materials only as needed to provide the Services. Customer is responsible for the accuracy and content of Customer Materials.

2.3 Background Technology. To the extent Provider incorporates Background Technology into Deliverables, Provider grants Customer a non-exclusive, non-transferrable, perpetual, irrevocable, worldwide license to use Background Technology only as necessary to use the Deliverables according to this Agreement.

2.4 Third-Party Materials.

• (a) Provider may incorporate Third-Party Materials into Deliverables if allowed in the SOW.
• (b) Provider is responsible for obtaining all rights, licenses, consents, approvals, and authorizations necessary to use and incorporate the Third-Party Materials procured by Provider and incorporated into the Deliverables. This includes securing the ability to grant Customer rights in the Deliverables under this Agreement and ensuring that Customer has all rights necessary in these Provider-procured Third-Party Materials so that Customer may use Deliverables according to this Agreement.
• (c) Customer is responsible for obtaining all rights, licenses, consents, approvals, and authorizations necessary to use and incorporate the Third-Party Materials procured by Customer and incorporated into the Deliverables. This includes securing the ability to grant Provider rights in the Customer-procured Third-Party Materials so Provider can incorporate these Third-Party Materials into Deliverables. Provider will reasonably assist Customer in obtaining the necessary rights, licenses, consents, approvals, and authorizations for the Third-Party Materials that Provider recommends but that Customer

2.5 Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “AS IS”. Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, and enhance Provider’s products and services without restriction or obligation. However, Provider may only share Usage Data with others if the Usage Data is aggregated and does not identify Customer.

2.6 Reservation of Rights. Except for (a) Customer’s ownership of Deliverables (if any) under Section 2.1 (Deliverables); (b) Provider’s rights to use Customer Materials in Section 2.2 (Customer Materials); and (c) Customer’s rights to Background Technology in Section 2.3 (Background Technology), neither party transfers any rights in any of their products, data, or any other intellectual property.

3. Privacy & Security

3.1 Personal Data. If the SOW specifies that the parties comply with any specific privacy or security policy or agreement, each party will comply with its obligations in such policy or agreement, the terms of the policy or agreement will control each party’s rights and obligations as to Personal Data, and the terms of the policy or agreement will control in the event of any conflict with this Agreement.

4. Payment & Taxes

4.1 Fees and Invoices. Unless the currency is specified in the SOW, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights, Fees are non-refundable. Provider will send invoices for Fees as described in the SOW.

4.2 Payment. Customer will pay Provider the Fees and taxes in each invoice in U.S. Dollars, unless the SOW specifies a different currency, within the Payment Period.

4.3 Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider’s income taxes.

4.4 Payment Dispute. If Customer has a good-faith disagreement about the amounts charged on an invoice, Customer must notify Provider about the dispute during the Payment Period for the invoice and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days after the end of the Payment Period. If no resolution is agreed, each party may pursue any remedies available under the Agreement, the applicable SOW, or Applicable Laws.

5. Term & Termination 

5.1 “Term”. This Agreement will start on the Effective Date and continue until the end of the latest SOW Term end date.

5.2 Termination.

• (a) Either party may terminate this Agreement or an SOW immediately if the other party (i) fails to cure a material breach of the Agreement or SOW within 30 days after receiving notice of the breach; (ii) materially breaches the Agreement or SOW in a manner that cannot be cured; (iii) dissolves or stops conducting business without a successor; (iv) makes an assignment for the benefit of creditors; or (v) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
• (b) Either party may terminate an affected SOW immediately if a Force Majeure Event prevents Provider from providing the Services for 30 or more consecutive days.
• (c) A party must notify the other of its reason for termination.

5.3 Effect of Termination. Upon any expiration or termination:

• (a) Termination of the Agreement pursuant to Section 5.2(a) or the Key Terms will automatically terminate all SOWs.
• (b) Provider will no longer have to provide the Services.
• (c) Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.
• (d) Except where Customer terminates pursuant to Section 5.2(a), Provider will submit a final invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes).
• (e) Except where Provider terminates pursuant to Section 5.2(a), Provider will issue a refund for any unearned, prepaid Fees.

5.4 Survival.

• (a) The following sections will survive expiration or termination of the Agreement: Section 2.1 (Deliverables), Section 2.3 (Background Technology), Section 2.5 (Feedback and Usage Data), Section 2.6 (Reservation of Rights), Section 4 (Payment & Taxes) for fees accrued or payable before expiration or termination, Section 5.3 (Effect of Termination), Section 5.4 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Insurance) for the time period specified, Section 11 (Confidentiality), Section 13 (General Terms), Section 14 (Definitions), and the portions of a SOW referenced by these sections.
• (b) Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 11 (Confidentiality) will continue to apply to retained Confidential Information.

6. Representations & Warranties 

6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

6.2 From Customer. Customer represents and warrants to Provider that (a) Provider’s use of Customer Materials and Customer-procured Third-Party Materials under this Agreement does not and will not infringe or misappropriate anyone else’s copyright, trademark, trade secret, or right of publicity; and (b) it has all rights necessary to provide Customer Materials and Customer-procured Third-Party Materials under Section 2.

6.3 From Provider. Provider represents and warrants to Customer that: (a) it will perform the Services in a timely, competent, and professional manner; (b) the Deliverables (if any, however excluding Customer Materials and Customer-procured Third-Party Materials) do not and will not infringe or misappropriate anyone else’s copyright, trademark, trade secret, or right of publicity; (c) the Deliverables (if any) will conform to the requirements in the SOW; and (d) it has all rights necessary to perform the Services and convey the Deliverables (if any, however excluding Customer Materials and Customer-procured Third-Party Materials) under Section 2 (Intellectual Property). Provider warrants that, for ninety (90) days following delivery, all Deliverables will, as installed in the Operating Environment and used in accordance with the documentation, function in material conformity with this Agreement and the specifications.

6.4 Warranty Remedy. If Provider breaches the foregoing warranty, Provider will, as its sole obligation and Customer‘s sole remedy, remedy such breach in accordance with the SOW for maintenance and support services, including the time periods set forth therein, provided that Customer gives Provider written notice of such breach within five (5) days following its discovery by Customer.

7. Disclaimer of Warranties

7.1 Except for the warranties in Section 6 (Representations & Warranties), Provider and Customer each disclaim all other warranties, whether express or implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, all warranties arising from a course of dealing, usage or trade practices. These disclaimers apply to the maximum extent permitted by Applicable Laws. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR WORK PRODUCT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. All Deliverables are provided “AS IS”.

8. Limitation of Liability

8.1 Liability Caps. Each party’s total cumulative liability for all other claims arising out of or relating to this Agreement will not be more than the Cap Amount.

8.2 Damages Waiver. Each party’s liability for any claim or liability arising out of or relating to this Agreement will be limited to the fullest extent permitted by Applicable Laws. Under no circumstances will either party be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

9. Indemnification

9.1 Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Provider Covered Claim.

9.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claim.

9.3 Procedure. The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.

9.4 Exclusive Remedy. This Section 9 (Indemnification) describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.

10. Insurance 

10.1 During the term of the Agreement and for six months after, each party will carry commercial insurance policies with coverage limits that meet the relevant Insurance Minimums. Upon request, each party will give the other a certificate of insurance evidencing its insurance policies that meet the required Insurance Minimums. A party’s insurance policies will not be considered as evidence of its liability. Insurance coverage will be on a date of occurrence form and waive rights of subrogation or crossclaim.

11. Confidentiality 

11.1 Non-Use and Non-Disclosure. Unless otherwise authorized in the Agreement, Recipient will (a) only use Discloser’s Confidential Information to fulfill its obligations or exercise its rights under this Agreement; and (b) not disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

11.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.

11.3 Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides the Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser’s expense, with the Discloser’s efforts to obtain confidential treatment for the Confidential Information.

11.4 Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 11 and Recipient remains responsible for everyone’s compliance with the terms of this Section 11.

12. Non-Solicitation 

12.1 During the Term and for two (2) years after, Customer shall not, and shall not assist any other person to, directly or indirectly, recruit or solicit (other than by general advertisement not directed specifically to any person or persons) for employment or engagement as an independent contractor any person then or within the prior six (6) months employed or engaged by Provider or any Subcontractor. In the event of a violation of this Section 14, Provider will be entitled to liquidated damages equal to the compensation paid by Provider to the applicable employee or contractor during the prior twelve (12) months.

13. General Terms 

13.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes.

13.2 Further Assurances. On a party’s reasonable request, the other party shall, at such other party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.

13.3 Modifications, Severability, and Waiver. Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. However, this does not limit Provider’s or Customer’s ability to update an SOW by following the Change Order procedures. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

13.4 Governing Law and Chosen Courts. Florida law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement or an SOW in the courts (whether state, federal or otherwise) located in Duval County, Florida and each party irrevocably submits to the exclusive jurisdiction of Florida law.

13.5 Attorneys’ Fees. If any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

13.6 WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.7 Injunctive Relief. Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 11 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 11 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

13.8 Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

13.9 Assignment. Neither party may assign any rights or obligations under this Agreement or any SOW without the prior written consent of the other party. However, either party may assign this Agreement upon notice to the other if such party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

13.10 Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which shall not be unreasonably withheld or delayed, provided, however, that Provider may identify Customer and use Customer logo and trademarks on Provider’s website and in marketing materials to identify Customer as a customer.

13.11 Notices. Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

13.12 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

13.13 No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement

13.14 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure However, this section does not excuse Customer’s obligations to pay Fees.

13.15 Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Service, Deliverables, or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

13.16 Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

13.17 Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation.

13.18 Signature. This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.

14. Definitions 

14.1 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

14.2 “Agreement” means these Standard Terms, the Key Terms between Provider and Customer, and the policies and documents referenced in or attached to the Key Terms.

14.3 “Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority.

14.4 “Background Technology” means any information, tools, materials, or intellectual property that Provider developed or owned before the Effective Date or developed after the Effective Date that are independent from or outside the scope of the Agreement, and any derivatives of these items that are not unique to Customer or that have generally applicable use and do not incorporate or disclose any Customer Confidential Information.

14.5 “Cap Amount” means 1.0 times the fees paid or payable by Customer to Provider in the 12-month period immediately preceding the claim.

14.6 “Change Order” means a document that identifies the SOW being changed, describes what the parties are changing, and is approved by an authorized representative of each party.

14.7 “Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each SOW.

14.8 “Covered Claim” means either a Provider Covered Claim or Customer Covered Claim.

14.9 “Customer Covered Claim” means any action by a third party (other than an Affiliate of a Provider Protected Party) arising out of or relating to (i) Customer Materials or Provider’s use thereof in accordance with this Agreement; (ii) Provider’s compliance with any specifications or directions provided by or on behalf of Customer to the extent prepared without any contribution by Provider; or (iii) any allegation of facts that, if true, would constitute Customer breach of any of its representations, warranties, covenants, or obligations under this Agreement.

14.10 “Customer Materials” means data, information, or materials owned or provided by or on behalf of Customer for use with the Services, but excludes Feedback and Customer-procured Third-Party Materials.

14.11 “Customer Obligations” means the obligations of the Customer to:

• (a) all obligations identified as Special Customer Obligations in the SOW;
• (b) provide the Customer Materials and all such other resources as may be specified in the SOW;
• (c) provide Provider personnel with such access to Customer Operating Environment as is necessary for Provider to perform its obligations on a timely basis as set forth in the SOW;
• (d) ensure the Operating Environment is set up and in working order to allow Provider to perform the Services and deliver each Deliverable on or prior to the applicable due date as may be set forth in the SOW;
• (e) participate with suitably qualified and authorized personnel in all meetings scheduled in, or in accordance with, the SOW and such other meetings as may be scheduled from time to time on reasonable notice;
• (f) provide all consents, approvals, exception notices, and other communications specified in the SOW or as otherwise may be required under this Agreement; and
• (g) provide all cooperation and assistance Provider reasonably requests to enable Provider to exercise its rights or perform its obligations under this Agreement.

14.12 “Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.

14.13 “Effective Date” means the date of the first SOW between the parties.

14.14 “Feedback” means suggestions, feedback, or comments about the Services or related offerings.

14.15 “Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disaster like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.

14.16 “Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.

14.17 “Insurance Minimums” Commercial General Liability Insurance covering bodily injury, property damage, personal injury and contractual liability with a per occurrence limit of no less than $1,000,000 and an aggregate limit of no less than $2,000,000.

14.18 “Key Terms” means an SOW that includes the key legal details and definitions for this Agreement that are not defined in the Standard Terms.

14.19 “Operating Environment” means Customer’s computer systems on which the Deliverables are intended to be installed and operate, as set forth in the SOW.

14.20 “Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.

14.21 “Provider Covered Claims” means any action that alleges that Customer use of the Deliverables (excluding Customer Materials and Third-Party Materials) in compliance with this Agreement infringes a U.S. copyright or trade secret law. The foregoing obligation does not apply to any action or losses arising out of or relating to any (i) combination of the Deliverables with any hardware, system, or other software or materials not provided or authorized in writing by Provider; (ii) modification of the Deliverables other than: (i) by Provider; or (ii) with Provider written approval in accordance with Provider’s written specification; or (iii) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer; or (iv) Customer Covered Claim whether or not the same results in any action against or loss by any Provider Protected Party.

14.22 “Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.

14.23 “Rejection Period” means 10 days from Deliverable

14.24 “Resubmission Period” means 30 days from notice of rejection during the Rejection Period.

14.25 “SOW” means the Key Terms and Services Schedule that include the key business details and definitions for this Agreement that are not defined in the Standard Terms. A SOW may include details about the Deliverables, Fees, or other details about the Services.

14.26 “Subcontractors” means other people or companies engaged by Provider to perform some of the Services, including Provider’s.

14.27 “Term” for the Agreement will start on the Effective Date and continue until the end of the latest SOW Term end date.

14.28  “Third-Party Materials” means any information, tools, materials, or intellectual property owned by anyone other than Provider, its Affiliates, or Customer, including open source software.

14.29 “Usage Data” means data and information about the provision, use, and performance of the Services based on Customer’s use of the Services.