Services Agreement

This represents a Standard Services Agreement between Suzanne Carey (hereinafter called "Service Provider") and its clients (hereinafter called "Customer"). Any work undertaken by Service Provider will be delivered in accordance with the terms of this Agreement. Where an Alternative Services Agreement ("ASA") is presented, and signed by both parties, the terms of that ASA shall control.

At Service Provider's own risk and expense, Service Provider agrees to perform the services (“Services”), described in any purchase order, service order, statement of work, or order form issued pursuant to this Services Agreement (each, a “Statement of Work” or “SOW”) and the exhibits attached hereto (collectively, the “Agreement”) to any Customer with whom it executes a SOW referencing this Agreement that describes the Services, the fees for the services, and any applicable service level metrics. This Agreement and any applicable SOW will control the provision of the Services by Service Provider to the Customer. Unless a SOW explicitly waives all or part of one or more of the Sections of this Agreement, if there is any conflict between any SOW and this Agreement, the terms of this Agreement shall control. If described on a SOW, the Services may include one or more computer programs used by Service Provider or the use of which is licensed by Service Provider to provide the Services.

As consideration for Service Provider’s Services (and the assignment of rights provided herein), the Customer shall pay the amount specified in the applicable SOW. If a purchase order is issued for the Services, all invoices must reference the applicable purchase order number. The Customer reserves the right to return all incorrect invoices. The Customer shall pay all correct invoices within 28 days of receipt.

Service Provider represents and warrants that all Services shall be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures and practices and in accordance with any applicable specifications. Service Provider represents and warrants that the performance of Services under this Agreement will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Service Provider is bound. Furthermore, Service Provider warrants that it shall achieve the service level metrics set forth in any SOW.

Service Provider is an independent Service Provider for all purposes, without express or implied authority to bind the Customer. Neither Service Provider nor its employees, agents or subcontractors (“Service Provider’s Assistants”) are entitled to any employee benefits of the Customer. Service Provider shall be responsible for all costs and expenses incident to performing the Services.

Service Provider shall be solely responsible for filing the appropriate federal, state and local tax forms and for paying all taxes or fees due with respect to Service Provider's Services. Service Provider further agrees to provide the Customer with reasonable assistance in the event of a government audit. The Customer shall have no responsibility to pay or withhold from payments to Service Provider, any federal, state or local taxes or fees.

Service Provider is solely responsible for maintaining and requiring Service Provider’s Assistants to maintain such adequate health, auto, workers' compensation, unemployment compensation, disability, liability, and any other type of insurance, required by law or as is common practice in Service Provider's and Service Provider's Assistants' trades or businesses, whichever affords greater coverage. Upon request, Service Provider shall provide the Customer with certificates of insurance or evidence of coverage before commencing performance under this Agreement. Service Provider shall provide adequate coverage for any Customer property under the care, custody or control of Service Provider or Service Provider's Assistants.

Service Provider shall indemnify, hold harmless, and defend the Customer, its officers, directors, agents and employees, against all claims, liabilities, damages, losses and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with the Services provided under this Agreement, including, without limitation, (i) any claim based on the negligence, omissions or willful misconduct of Service Provider or any Service Provider’s Assistants; and (ii) any claim by a third party against the Customer alleging that the Services, the results of such Services, or any other products or processes provided under this Agreement, infringe a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products, software or processes.

Either party may disclose confidential or proprietary information to the other under this Agreement. “Confidential Information” will include, but not be limited to, any Application, business, financial, product or customer information and Work Product (as defined below), along with any information identified by a party to the other party as confidential. The receiving party to any such Confidential Information agrees not to disclose the Confidential Information to any third party and will use such information only as is necessary to perform the Services for the benefit of the Customer. Upon the expiration or termination of this Agreement for any reason, the receiving party to any Confidential Information will promptly notify the other party of all Confidential Information or any Work Product in the receiving party’s possession and upon the disclosing party’s request will promptly deliver to the disclosing party all such Confidential Information.

In providing services to the Customer, Service Provider will comply with the provisions of all applicable country, state or provincial, or local laws and regulations, including but not limited to those of the United States, the European Union, and Switzerland restricting the collection, use, disclosure and free movement of personal information (“Personal Data”). Service Provider will process any Personal Data received from the Customer in accordance with the standard contractual clauses attached hereto and incorporated herein by reference or any updates or replacements to these standard contractual clauses and any other processes and procedures that ensure a level of security appropriate to the harm that might result from unauthorized or unlawful processing loss, destruction of, or damage to, the Personal Data.

Except for (a) Breaches of the Confidentiality or Privacy obligations contained in this agreement, or (b) the Indemnity contained in this agreement, in no event shall either party be liable to the other party or the other party's assistants, or any third party for any incidental, indirect, special or consequential damages arising out of, or in connection with, this agreement, whether or not the party was advised of the possibility of such damage.