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p+sishtLabs
<br />Docusign Envelope lD: E6745C80-3643-41 99-8951-82695AFFBBFB
<br />City Average, All ltems ("CPln), as published by the United
<br />States Department of LaboL Bureau of Labor Statistics, The
<br />percentage increase in the cPl shall be measured over the
<br />period since the commencement of the Agreement (in the
<br />case of the first increase) or since the effective date ofthe
<br />last price increase (in the case of any subsequent price
<br />lncrease). ln no event shall the increase in any, one-year
<br />exceed five percent (5%). asieht shall notify Company in
<br />writing of any price increase at least ninety (90) days prior
<br />to the effective date ofthe lncrease.
<br />3.2 lnvoicel, Unless otherwise set furth in the
<br />appllcable Ordering Document, the associated papneilt
<br />shall be made within thirty (30) days after Company's
<br />receipt of lnvoice accompanied by all supporting
<br />documentation.
<br />Section 4. REIATIONSHIP BETWEEN THE PARTIES.
<br />4.1, 4slght Is a non-exclusive independent contractor.
<br />Nothing in this MSA shall be construed to create a
<br />partnership, joint venture or other simllar relatlonship
<br />between the Parties. 4Sight shall be solely responsible for
<br />all tax returns and payrnents required to be filed with or
<br />made to any fuderal, state or local tax authority with
<br />respect to Slght' performance of Servlces and receipt of
<br />payments under this MSA.
<br />4,2 During the Term of this MSA and for a period of
<br />one (1) year following its termination or expiratlon,
<br />Company represents and warrants that it will not hire,
<br />employ or contract directly or indlrectly any employee of
<br />4Slght, who became known to Comp.any ln connectlon
<br />wlth the performance of this MSA without the prior
<br />written approval of 4Slght; provlded however, this
<br />provision shall not prohibit the hiring of any person that
<br />responds to general sollcltatlons not speciflcally dlrected at
<br />employees of 4Sight,
<br />Section 5. CONFIDENTIAI INFORMATION.
<br />5.1 Definition, "Conlidential lnforrnatlon" means
<br />any lnformation dlsclosed by elther Party to the other,
<br />whether disclosed verbally, in writing, or by inspection of
<br />tangible objects, Confidential lnformation includes, but is
<br />not limited to, all product deslgns, capabilities,
<br />specifications, drawlngt program code, work designs,
<br />models, technologg know-how, documentatlon,
<br />components, software (in various stages of development),
<br />test and developrnent boards, hardware reference code
<br />a nd platforms, archltectures, agreement terms, flnanclal
<br />and prlcing information, business and marketing plans,
<br />actual and potential customers and suppliers, the Servlces,
<br />Orderlng Document, marketing plans, data, and other
<br />terms relating to the Services, lncluding the terms of this
<br />MSA and other similar lnformation that is proprletary to
<br />either Party. Confldentlal lnformation shall not lnclude any
<br />information that: (a) was ln lawful possession prlorto the
<br />disclosure, as clearly and convlncingly corroborated by
<br />wrltten records, and had not been obtalned by elther
<br />directly or indirectly from elther Party; (b) is lawfully
<br />disclosed by a third party without actual, implied or
<br />intended restriction on disclosure through the chaln of
<br />possession, or (c) ls independently developed by a Party
<br />without use of or access to the Conlidential lnformation,
<br />as clearly and convincingly corroborated by written
<br />records. Confidentia I lnformatlon obligations in accorda nce
<br />to Section 5 of this MSA shall survive any termination of
<br />this MSA for five (5) year after the effective date of
<br />termination.
<br />5.2 Bgggirc!rc!ft. The Parties agree that it shall not
<br />use or disclose in any way, other than as needed under this
<br />MS& Confidentlal lnformation to any thlrd parties. The
<br />Parties will disclose Confidential lnformatlon only to its
<br />Personnel having a need-to-know for the performance of
<br />the Services under this MSA. The foregoing prohibition on
<br />dlsclosure of Confidential lnformation shall not apply to
<br />the extent certain Confidential lnformation is required to
<br />be dlsclosed by either Party as a matter of law or by order
<br />of a court and/or to potential and actual acquirers,
<br />investors, underwriters and lenders, subject to non-use
<br />and non-disclosure requirements substantially the same as
<br />set forth herein. Upon termlnatlon of thls MSA, a Party
<br />may deliver to the other Party instructlons to destroy all
<br />materials, documents and other media (whether
<br />maintained electronically or otherwise) contalning
<br />Confldential lnformation, together with all copies thereof
<br />in whatever form, and shall certify in writing the
<br />completlon of such return or destruction, as the case may
<br />be, lf lt is lnfeasible to return or destroy Confidential
<br />lnformation, due to regulatory or compliance purposes,
<br />protections are extended to such Confidentlal Information,
<br />in accordance wlth the confidentiality provisions in this
<br />MSA.
<br />5.3 Dlsclosufe to PUhUc..And Non-Fublic, Neither
<br />party $hall use the other party's name or trademarks ln
<br />any advertising, website, press release or other form of
<br />public disclosure without the prior written approval of the
<br />appropriate officer of the other party. Company alrees
<br />that 4slBht may make lawful references to Company in its
<br />marketlng actlvltles,
<br />Section6. INTEILECTUAI PROPERTY. Each Party
<br />shall own and retaln all rlghts, title and interest in and to
<br />Its lntellectual propertg and nothing in thls MSA or an
<br />Ordering Document shall be deemed to grant any llcense
<br />or rights to the other Party.
<br />Section 7.REPRESENTATIONS AN D WARRANTI ES.
<br />7.1" 4Sight hereby represents and warrantsthat: (al
<br />the Licensed Software wlll be performed in a competent
<br />and professional manner and the Llcensed Software will
<br />meet the specifications in the applicable Documentation,
<br />Customer shall notlfy 4Slght ln writing of any breach of thls
<br />warranty within thirty (301 days after completion of the
<br />6735516v.4
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