190520.3

Payment:

All invoices are due upon receipt. If there is no feedback within 30 days of delivery, the project/phase is regarded as complete. CLIENT is responsible for all applicable sales taxes. Reoccurring changes must be paid by ACH, EFT or “Bill.Com”.  Single service or product purchases can also be paid by check.  As required, MadWolf accounting will contact CLIENT upon receipt of signed agreement to arrange payment method. Past due accounts are subject to 1.75% every 30 days.

Usage Metrics:

Customer usage hours are only aggregated after review by managers and will not be available until the second Tuesday of the following month.

Confidentiality:

Your data is safe with us. All MadWolf Technologies personnel are bound by a company–wide Non–Disclosure Agreement (NDA) and MadWolf Technologies carries sufficient liability insurance. MadWolf Technologies will take all reasonable precautions to protect Confidential Information directly disclosed or available from CLIENT.

Third Party Software:

CLIENT is responsible for all on-going software licenses.

Limitation on Liability:

Without limiting any indemnification obligations hereunder, neither party, nor its affiliates, contractors, suppliers or agents, shall be liable for any indirect, incidental, special, reliance, punitive or consequential damages, including without limitation, any lost or imputed profits or revenues, lost data, damages to software or firmware, or cost of procuring and transitioning to substitute services, regardless of the legal theory under which such liability is asserted, and regardless of whether a party had been advised of the possibility of such liability.

Indemnification:

CLIENT shall indemnify, defend and hold MadWolf Technologies harmless from any and all third party claims, losses, damages, costs and expenses, including, without limitation, reasonable attorney’s fees and court costs, liabilities arising from or related to the use of the Service.

Force Majeure:

Neither party will be liable for any failure or delay in its performance under this Agreement (other than a failure to comply with payment obligations) due to a Force Majeure Event. If a Force Majeure Event suspends the provision of Service hereunder for a period of thirty (30) days, either party may terminate the affected Service in accordance with this Agreement by providing thirty (30) days written notice to the other party.

Independent Contractor:

MadWolf Technologies’ relationship to CLIENT in the performance of this Agreement shall be that of an independent contractor, as that term is understood generally at common law. Personnel furnished by MadWolf Technologies to perform services under this Agreement shall at all times remain under MadWolf Technologies’ exclusive control and direction and shall be employees or direct sub-contractors of MadWolf Technologies and not employees of CLIENT.

Entire Agreement:

This Agreement constitutes the entire contract agreement between the parties and supersedes all prior writings or oral agreements. This Agreement may be signed in counterparts, and each counterpart shall be a part of the same whole. This Agreement may be amended only in writing and countersigned by the parties.

Hiring of MadWolf Technologies Personnel:

CLIENT may not hire or retain a MadWolf Technologies Employee or Contractor for the term of 2-years after completion of this assignment without first attaining written permission from MadWolf Technologies in advance of an offer. All requests for hire of MadWolf Technologies Employees and/or Contractors will be based on a fee equivalent to $50,000 to be paid to MadWolf Technologies prior to Employee and/or Contractor release.

Non–Waiver:

A waiver by any party of any of the terms or conditions of this Agreement in any one instance shall not be deemed or construed to waive any such term or condition for the future, or of any subsequent breach thereof, nor shall it be deemed a waiver of performance of any other obligation under this Agreement unless agreed to in writing by both parties.

Applicable Law:

This Agreement shall be governed by and interpreted in accordance with the laws of the District of Columbia without regard to its conflict of laws provisions.

Dispute Resolution:

Any dispute arising out of or related to this Agreement, which cannot be resolved by negotiation, shall be settled by binding arbitration in accordance with the rules and procedures of the American Arbitration Association then in effect, and the decision of the arbitrator shall be final and binding on the parties hereto. Such arbitration is to take place in or near Washington, D.C. The costs of arbitration, including the fees and expenses of the arbitrator, shall be borne equally by the parties; however, each party shall bear the cost of preparing and presenting its case. The award of the arbitrator may be confirmed and enforced in any court of competent jurisdiction.

Renewal / Termination:

All agreements are full-term agreements and cannot be changed without the express written approval of both parties.  Upon agreement term lapse, contract will be auto-renewed for another contract- term with a maximum of a 5% increase.  This agreement shall continue from  year-to-year under its' then existing conditions, unless, and until, a party hereto gives the other no less than 90 days written notice of termination prior to expiration of the term.  Term is defined as the latter date determined either by the initial agreement or the renewed agreement term date currently in effect.