Invoices & Payments shall be rendered to Prime by the Sub as agreed in the SOW (Exhibit A) for each specific Project and is based on payment terms set by Customers.

Any and all costs and expenses, or liabilities of either Party arising out of this Agreement shall be the responsibility of each Party separately and individually. Neither Party shall have any right for reimbursement, payment, or other compensation of any kind from the other Party under this Agreement for any such costs, expenses, risks, or liabilities unless otherwise pre-agreed in writing.

7.1 All intellectual and industrial property rights existing prior to the effective date of this Agreement shall belong to the Party or third parties that owned such rights immediately prior to the effective date. Neither Party shall gain by virtue of this Agreement any rights of ownership of any intellectual or industrial property rights owned by the other independently developed by each Party otherwise than under this Agreement. Each Party shall retain all rights and title to any materials and Services produced in the performance of the Services or using such Party’s Confidential Information (as defined below), except as otherwise agreed in an SOW. If the Parties decide to undertake any joint development, any such joint development shall be governed by a separate joint development agreement executed by the Parties.

8.1 This Agreement, which is effective as of the date stipulated on the first page, shall continue (unless terminated earlier as set forth herein) until both Parties have fulfilled their obligations under this Agreement or:    
a. Upon fifteen (15) days’ notice of termination of the Agreement to the other Party in the event of termination of the underlying agreement with the Customer;    
b. The insolvency, bankruptcy, reorganization under the bankruptcy laws, or assignment for the benefit of the creditors of either Party (voluntarily or otherwise);    
c. Either Party may terminate this Agreement if the other Party is in material breach of any of its obligations under this Agreement and fails to remedy the breach within a period of thirty (30) days following written notice by the other Party, specifying the breach; or    
d. Either Party may terminate this Agreement at any time upon 90 days’ notice if there are no proposals outstanding.
‍8.2 Termination of this Agreement will not affect rights or obligations of the Parties with respect to costs (Paragraph 5), rights in developments (Paragraph 6), limitation of liability (Paragraph 9), confidential information (Paragraph 10), Paragraphs 11, 12, 13 and 14.

9.1 The Parties agree that each Party’s aggregate liability to the other Party under this Agreement and to any SOWs shall be limited to direct money damages in an amount, not to exceed the respective fees received under the applicable SOW. In no event shall either Party be liable for any loss of profits, lost revenue, lost opportunity, or for any indirect, incidental, special, consequential, exemplary, or punitive damages or losses (however arising) arising from any claim or action hereunder, even if advised of the possibility of such damages or losses were reasonably foreseeable.

10.1 The Parties agree that disclosure and protection of Confidential Information under this Agreement shall be subject to the terms and conditions of the Nondisclosure Agreement between the parties dated at the time of agreement which is incorporated in this Agreement by reference. For the term of this Agreement and five years thereafter, Each Party shall keep in confidence and prevent unauthorized disclosure of all confidential information of the other Party provided for the purpose of, or gained in the course of performance of the obligations hereunder, including, but not limited to, proprietary information, data or confidential information regarding its technological techniques, processes, business methods, financial data, inventions and research development (collectively, “Confidential Information”). Use of such Confidential Information shall be strictly limited to the purpose for which it was provided, and disclosure limited to the individuals with a need to know. Notwithstanding the foregoing, neither Party will be liable for disclosure of any such information if it:    
a) was in the public domain at the time it was disclosed;    
b) is disclosed with the written approval of the other Party;    
c) was independently developed by the receiving Party;    
d) becomes known to the receiving Party from a source other than the disclosing Party without the breach of the confidentiality obligation under this Agreement by the receiving Party; or    
e) is required to be disclosed by law, court order, or governmental authority.
‍10.2 Notwithstanding the above, each Party has the right to use the skill, experience, knowledge and the know-how (including any methodology or processes but in no event the Confidential Information of the other) it gains through the provision of Services under this Agreement.

11.1 Neither Party shall issue a news release, public announcement, advertisement, or any other form of publicity concerning its efforts in connection with this Agreement, a proposal, or SOW, without obtaining prior written approval from the other.

12.1 Each Party (the “Indemnifying Party”) agrees to indemnify, hold harmless, and defend the other Party, its agents, employees, officers, directors, and clients (the “Indemnified Parties”) from any and all costs and expenses, including attorney's fees, that the Indemnified Parties may pay or become obligated to pay, on account of any, all, and every demand or claim, or assertion of liability made by a third-party arising, or alleged to have arisen, out of:    
a) the Indemnifying Party's failure to comply with the Truth In Negotiations Act;    
b) any and all actions or proceedings charging infringement of any patent, trademark, copyright, or mask work by reason of the sale or use of any items or services furnished hereunder; or    
c) bodily injury to or damage to property of any person, including the Indemnifying Party's subcontractors' employees, arising out of the performance of any work hereunder, including the Indemnifying Party's use of the, Indemnified Parties’ premises or equipment.
‍12.2 If the Indemnifying Party’s liability arises due to the negligence of the Indemnified Parties or by reason of specific compliance with detailed instructions of the Indemnified Parties, then the Indemnifying Party is not liable under this Section 12 except to the extent of the Indemnifying Party's contributory negligence under the applicable laws of the State of New York. The Indemnified Parties will provide the Indemnifying Party with prompt notice of any potential claim covered by this clause and to provide reasonable assistance to the Indemnifying Party in defending or settling that claim. The indemnifying party shall have the right to control the defense, with counsel of its choice, provided that the non-indemnifying party shall have the right to be represented by advisory counsel at its own expense. The indemnifying party shall not settle or dispose of the matter in any manner which could negatively and materially affect the rights or liability of the non-indemnifying party without the non-indemnifying party's prior written consent, which shall not be unreasonably withheld or delayed.

13.1 The Sub shall during the term of this Agreement maintain:    
i) adequate commercial general liability insurance (written on an occurrence basis) covering bodily injury (including death) and property damage in a combined single limit of not less than one million dollars (USD 1,000,000) with no deductible and    
ii) workers compensation insurance in a combined single limit of not less than one million dollars (USD 1,000,000) with a waiver of subrogation in favor of the Prime, where permitted by law. A certificate of the insurance evidencing such coverage shall be delivered to the Prime prior to the commencement of performance of the Services. The Sub will add the Prime, Prime’s affiliates, and their officers, directors, and employees as additional insured.

14.1 This Agreement may not be assigned or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party which consent will not be unreasonably withheld, conditioned, or delayed.

Neither Party shall knowingly solicit, recruit, hire, or otherwise employ or retain as a consultant or advisor the employees of the other Party who have worked on the project that is the subject of this Agreement after the Effective Date of this Agreement and for twelve (12) months following termination or expiration of this Agreement without the prior written consent of the other Party. However, this Section shall not restrict the right of either Party to solicit or recruit generally in the media, and shall not prohibit either Party from hiring, without prior written consent, any current or former employee of the other party who answers any advertisement or who otherwise voluntarily applies for hire without having been personally solicited or recruited by the hiring party.

16.1 This Agreement shall be governed interpreted and enforced pursuant to the law of the State of New York, without regard to its conflict of laws provisions, with non-exclusive jurisdiction and venue of courts located in New York City, NY.

17.1 This Agreement and its exhibits contain the entire agreement of the Parties and supersedes any previous understanding or agreement related to the subject matter hereof, whether written or oral. No changes or modifications to this Agreement shall be effective unless in writing executed by authorized representatives of the Parties.
‍17.2 All rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently. Failure by either Party to enforce any contract term shall not be deemed a waiver of future enforcement of that or any other term. The provisions of the contract are declared to be severable.
‍17.3 In the event of any conflict between the surviving provisions of this Agreement and the provisions of any subsequent agreement the provisions of the subsequent agreement shall control. In the event of a conflict between the terms of this Agreement and an SOW, the SOW shall prevail.
‍17.4 If any of the provisions of this Agreement are found illegal, invalid, or unenforceable, they shall be deleted, and shall not affect the legality, validity, or enforceability of the remaining provisions.
‍17.5 Unless otherwise specified in this Agreement, all notices, requests, or consents required under this Agreement shall be given in writing and shall be considered given upon personal delivery of a written notice, by electronic transmission including email (provided receipt shall have been acknowledged in writing by the recipient thereof) or within five (5) days of mailing, postage prepaid with return receipt requested and appropriately addressed to the person indicated below, unless either Party notifies the other Party, in writing, of a change in the designated addressee:
To Co-Sell Partner:
To Aptivio:
Aptivio, Inc.
530 Fifth Ave.
New York, 10036
Attn: Guy Mounier
‍17.6 Neither Party shall be liable for performance delays or non-performance due to acts of God, epidemics, pandemics, forces of nature, strikes or labor disputes, civil unrest, or other causes beyond its reasonable control.
17.7 This Agreement (including any Statement of Works) may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The Parties accept digital signatures.