General Terms and Conditions

These Technical Services (India) General Terms and Conditions (these “GTCs”) are entered into effective as of the “Effective Date” listed in the applicable Statement of Work (the “Effective Date”), and is made at the location set forth in the applicable Statement of Work,

BY AND BETWEEN

Yantra Tech Innovation Lab Pvt. Ltd., a Riveron company, registered under laws of India with its principal office at 9^th Floor, Amar Tech Park, Hinjewade Balewadi Road, Balewadi, Pune Maharashtra – 411045 (hereinafter “Riveron”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns); and

The entity identified as the Company in the applicable Statement of Work (hereinafter “Company”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns).

Riveron and the Company are jointly referred to as the “Party” or “Parties”, as applicable. Capitalized terms not defined herein shall have the meanings set forth in the Statement of Work.

1. Definitions.

(a) “Affiliate” means, with respect to a Party, any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party.

(b) “Aggregated Statistics” shall mean data and information related to the Company’s use of the Services that is used by Riveron in an aggregate and anonymized manner, including to compile statistical and performance information related to the benchmarking related to industry trends or the provision and operation of the Services

(c) “Agreement” has the meaning set forth in the SOW.

(d) “Company Materials” means the specific documents and materials, including specifications, software, hardware, systems, and technologies, that are provided or made available to Riveron or any of its Affiliates or subcontractors by or on behalf of the Company in connection with this Agreement, but does not include any Riveron Materials.

(e) “DPA” means the Data Protection Addendum available at www.riveron.com/data-protection-addendum 

(f) “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

(g) “Personal Information” means any information relating to an identified or an identifiable natural person or as otherwise defined under Privacy Laws, including “personal information” or analogous variations of such terminology within the meaning of applicable Privacy Laws, to the extent that these may be applicable.

(h) “Products” means the software, applications, or software-as-a service products separately licensed by Company from Riveron or its Affiliate under a separate subscription agreement.

(i) “Riveron Materials” means, other than Third-Party Materials, Riveron’s Confidential Information, and any and all information, data, documents, materials, inventions, trade secrets, technologies, know-how, works, and other subject matter, including Riveron’s and its Affiliates’ working papers, preexisting materials and software, tools, templates, hardware, systems, methodologies, methods, processes, and devices, and all specifications, descriptions, requirements, plans, reports, models and other intellectual property that Riveron or any of its Affiliates subcontractors owns prior to the Effective Date or conceives, discovers, designs, develops, reduces to practice, prepares, makes, modifies, or improves or, other than Company Materials and Third-Party Materials, uses, exclusively or nonexclusively in connection with the Services or this Agreement or outside the scope of this Agreement.

(j) “Services” means the technology enabled business management services, including configuration, implementation, optimization, or the provision of managed services related to third-party technology systems/software, as set forth in the applicable SOW (as may be amended). It does not include the licensing of Products.

(k) “Statement of Work” or “SOW” means a statement of work executed by the Parties pursuant to this Agreement.

(l) “Third-Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, services, equipment, or components of or relating to the Services that are not proprietary to Riveron.

2. Engagement of Riveron.

(a) Scope of Agreement. This Agreement sets forth the terms and conditions under which Riveron or its Affiliate may from time to time provide certain Services (as defined above and as described in detail in one or more SOWs.

(b) Company Affiliates. The Company’s Affiliates may elect to receive Services under this Agreement by executing SOWs, and upon execution of a SOW each such Affiliate shall be the “Company” and a “Party” under this Agreement with respect to such SOW; however, the Company shall provide a complete and irrevocable guarantee for all obligations of such Affiliate under the SOW, and shall be jointly and severally liable with such Affiliate for liabilities arising under the SOW.

3. Compensation; Billing Procedures. Company agrees to pay Riveron compensation and expense reimbursements for the Services in accordance with the fees and terms set forth in each applicable Statement of Work (collectively, the “Fees”). Riveron will deliver an invoice (“Invoice”) to the Company, and the Company shall pay Riveron, according to the payment terms included in an applicable SOW; provided, however, if such SOW does not include payment terms, the Company shall pay Riveron the full amount of the Invoice promptly upon receipt, but no later than five (5) business days after receipt. The compensation will be exclusive of applicable taxes and such taxes will be borne by the Company. If the Company withholds or deducts any taxes from the compensation paid / payable to Riveron, the Company shall deposit such tax with the relevant authorities and undertake the compliances as may be necessary under the applicable law, such that Riveron is able to claim a credit of the taxes which are so withheld or deducted.

4. The term of this Agreement shall begin on the Effective Date and continue for an initial term of one (1) year (the “Initial Term”). Unless a Party provides notice to the other Party of the termination of this Agreement no less than thirty (30) days prior to the expiration of the Initial Term or any renewal term, the term of this Agreement shall automatically renew in successive one-year terms (collectively with the Initial Term, the “Term”). Notwithstanding anything to the contrary, in the event any SOW is outstanding at the conclusion of the Term, this Agreement shall be automatically renewed until the completion of such SOW or SOWs.

5. Riveron Personnel. Riveron will perform the Services using either employees of Riveron or its Affiliates (collectively, “Riveron Entities”) or independent contractors engaged by Riveron (collectively, “Personnel”). Riveron will use commercially reasonable efforts to ensure ongoing continuity of all assigned Personnel.

6. Company Responsibilities.

(a) Company Oversight and Direction. The Company shall assign a qualified person (the “Project Manager”) who will act as the Company’s liaison for the Services and will be responsible for all management decisions of the Company related to the Services as well as the use or implementation of such Services by the Company. The Project Manager shall have the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity.

(b) Access to Records and Personnel. Riveron requires certain information, data (including Personal Information), opinions, software, text, images, audio, video, photographs, non-Riveron or third-party applications, and other content and material, in any format to be provided by or on behalf of the Company (“Company Information”) to Riveron in order for Riveron to provide the Services. The Company agrees to provide (or to cause others to provide) to Riveron such Company Information, along with resources and assistance that Riveron reasonably requires to perform the Services, including access to the Company personnel (where applicable). The Company agrees that Company Information it provides will be accurate, complete, and not misleading. Any books, records and reports the Company provides will be of reasonable organization and quality. Riveron may rely on all Company Information made available to it, including the accuracy and validity of any data disclosed to it or supplied to it by the Company. Riveron has no responsibility to evaluate the reliability, validity, completeness, sufficiency, or accuracy of the information it is provided. Absent a written request from the Company and written acceptance by Riveron, Riveron will not update or confirm any data Riveron receives.

(c) Information Security. Company represents and warrants that it complies, and at all times during the term of this Agreement, will comply with all data protection, privacy and security laws applicable to it in connection with the use of the Service and/or its performance under this Agreement. Riveron and Personnel will use commercially reasonable efforts to comply with any reasonable policies or procedures used by the Company to protect its information systems and Company Information. Notwithstanding the foregoing, Company remains solely responsible for the security of its information systems, including the implementation and management of security controls, and Company Information.

(d) Data Privacy. If Company’s use of the Services involves Riveron’s processing of Personal Information on Company’s behalf, then the DPA shall apply to such Personal Information and be incorporated into this Agreement by reference. Riveron is not a “Business Associate” under HIPAA, and Company shall not provide any protected health information to Riveron. To the extent that Company is a HIPAA covered entity or business associate and will make protected health information available to Riveron, Company agrees to notify Riveron in writing, and the parties agree to execute a business associate agreement provided by Riveron. Company acknowledges that Social Security numbers, government identification numbers, credit card data, sensitive personal information (as defined by state privacy laws, such as the California Consumer Privacy Act), special categories of personal data (as defined under the EU’s General Data Protection Regulation), and similar sensitive information are not required for use of the Services, and Company agrees not to provide Riveron with any such information.

(e) Company Failure to Perform. Riveron is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by the Company’s or any third party’s delay in performing, or failure to perform, any of its obligations under this Agreement. In the event of any such delay or failure, Riveron may, in its sole discretion and by written notice to the Company, extend all such performance dates as Riveron deems reasonably necessary and, where applicable and notwithstanding anything to contrary contained herein, amend the applicable SOW to reflect such extensions. The foregoing is in addition to, and not in lieu of, all other remedies Riveron may have for any such failure or delay by the Company.

(f) Company Participation. The Company acknowledges and agrees that Riveron’s performance of the Services depends on timely access to or receipt of software, hardware, systems, information, documentation and other materials provided by or through the Company. Accordingly, the Company shall timely (i) perform all obligations identified as responsibilities of the Company in the applicable SOW, (ii) provide Riveron and its Personnel with access to the Company’s premises, systems, and Company Information reasonably requested by Riveron, and (iii) provide all third party consents, approvals, notices, and other communications as required for Riveron’s use of such software, hardware, systems, information, documentation or other materials to provide the Services.

7. Standard of Performance; Disclaimer. Riveron will perform the Services agreed by the Parties in a good and workmanlike manner and in accordance with reasonable industry standards established by those engaged in a business similar to that of Riveron with respect to performance of such Services, and direct its Personnel in connection with the Services to perform likewise; and (ii) comply with all laws, rules, regulations, guidance, ordinances, decrees, and orders (“Laws”) applicable to Riveron’s performance or provision of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7 OF THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND RIVERON HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND RIVERON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, RIVERON MAKES NO WARRANTY THAT ANY SOFTWARE, HARDWARE OR SYSTEM WILL OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, 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 THE COMPANY AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

8. Intellectual Property.

(a) Riveron Intellectual Property. All right, title, and interest in and to (i) the Riveron Materials and (ii) all works, inventions, and other subject matter incorporating, based on, or derived from any Riveron Materials, including all customizations, enhancements, improvements, and other modifications thereof (collectively, “Derivatives”), in each case (subclause (i) and subclause (ii)) by whomsoever made and including all Intellectual Property Rights therein, are and will remain with Riveron (or its Affiliate or subcontractor, as applicable). The Company has no right or license with respect to any Riveron Materials or Derivatives except as expressly licensed under Section 8(d), in each case subject to Section 8(d). Riveron expressly reserves all other rights in and to Riveron Materials and Derivatives.

(b) Company Intellectual Property. As between the Parties, the Company is and will remain the sole and exclusive owner of all right, title, and interest in and to the Company Materials, including all Intellectual Property Rights therein, subject only to the license granted under Section 8(e) The Company expressly reserves all other rights in and to the Company Materials.

(c) Third-Party Materials. All right, title, and interest in and to the Third-Party Materials, including all Intellectual Property Rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. The Company has no right or license with respect to any Third-Party Materials except as expressly licensed under such third-party license agreements.

(d) Riveron License. Subject to and conditioned upon the Company’s payment of all Fees and compliance with all other terms and conditions of the Agreement, Riveron hereby grants to Company a limited, fully paid-up and royalty-free, non-transferable, non-sublicensable, license to use any Riveron Materials provided by Riveron under this Agreement solely for Company to use the Services for Company’s own internal business purposes, and not for the benefit of any third party.

(e) Company License. The Company hereby grants to Riveron a limited, fully paid-up and royalty-free, non-exclusive right and license to use, reproduce, perform, display, distribute, modify, and create derivative works and improvements of the Company Materials solely to perform the Services.

(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Riveron may monitor the Company’s use of the Services and collect and compile Aggregated Statistics. As between Riveron and the Company, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by Riveron. The Company acknowledges that Riveron may compile Aggregated Statistics based on Company Information input into the Services. The Company agrees that Riveron may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

9. Indemnification; Limitations of Liability

(a) Indemnification.

(1) By Company. To the fullest extent permitted by applicable law, the Company agrees to indemnify, hold harmless, and defend the Riveron Entities, their licensors or any of their respective partners, members, officers, directors, managers, owners, shareholders, agents, employees or controlling persons (collectively, the “Riveron Indemnified Persons” and each, a “Riveron Indemnified Person” and a “Riveron Party”) from and against any and all third party claims, losses, liabilities, judgments, damages, costs and expenses, including reasonable attorneys’ fees (a “Loss”, or collectively, “Losses”) arising from or relating to: (i) use of any Company Materials by any Riveron Party as authorized under this Agreement, (ii) modification of Riveron Materials not made by a Riveron Party or use of any Riveron Materials in combination with any other product or service not provided by Riveron under this Agreement, (iii) Company’s use of the Services, or (iv) the fraud, gross negligence or willful misconduct of, the Company or any of its Affiliates or its or their employees, contractors or agents, in each case except to the extent finally determined by a court of competent jurisdiction to have resulted primarily from Riveron’s willful misconduct relating to such Services or to the extent subject to indemnification by Riveron under Section 9(a)(2).

(2) By Riveron. To the fullest extent permitted by applicable law, Riveron agrees to indemnify, hold harmless, and defend the Company or any of its Affiliates or any of their respective partners, members, officers, directors, managers, owners, shareholders, agents, employees or controlling persons (collectively, the “Company Indemnified Persons” and each, a “Company Indemnified Person” and a “Company Party”) from and against any and all third party Losses arising from or relating to: (i) the fraud, gross negligence or willful misconduct of Riveron or any of its Affiliates or its or their employees, contractors or agents in connection with performing the Services, (ii) failure to pay compensation, benefits, or taxes related to the Personnel, or any allegation that Company’s use as authorized under this Agreement of any Riveron Materials provided in connection with any Services infringes any Indian patent or copyright. Riveron shall not be responsible for any such claims or Losses under clause to the extent the infringement arises from (A) any modification of any Services or Riveron Materials not made by a Riveron Party, (B) use of any Services or Riveron Materials in combination with any services, hardware, data, or business processes not provided by Riveron or (C) A Company Party’s use of any Services or Riveron Materials in a manner inconsistent with this Agreement. If any of the Services or Riveron Materials is held or (in Riveron’s sole determination) likely to be held infringing, Riveron shall have the option, at its expense to (1) modify the affected item as appropriate, (2) obtain a license for Company to continue using the affected item, (3) replace the affected item with a functionally equivalent item; or (4) if none of the foregoing options is available on commercially reasonable terms, terminate the applicable Services and refund any prepaid, unused fees applicable to the remaining portion of the term of the SOW for the applicable Services following the effective date of termination.  This Section states Riveron’s entire liability and Company’s exclusive remedy for any claim of intellectual property infringement.

(3) Control of Defense. Riveron shall have the sole and exclusive right to control the defense and settlement of any claim, action, or proceeding for which it is obligated to indemnify the Company Indemnified Persons under this Agreement, provided that (i) the Company shall notify Riveron promptly in writing of any such claim, action, or proceeding and provide Riveron with all information and assistance reasonably requested by Riveron, at Riveron’s expense; (ii) Riveron shall not settle or compromise any such claim, action, or proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed; and (iii) Riveron shall not admit any liability or fault on behalf of the Company Indemnified Persons without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed. The Company shall have the right, but not the obligation, to participate in the defense and settlement of any such claim, action, or proceeding at its own expense and with its own counsel, without affecting Riveron’s obligations under this Agreement.

(4) Notice of Settlement Offer. The indemnifying Party shall give prompt written notice to indemnified Party of any proposed settlement of a claim that is indemnifiable under Section 9(a)1 or Section 9(a)2, as applicable. The indemnifying Party may not, without the indemnified Party’s prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder.

(b) Limitations of Liability. Neither Party shall be liable to the other Party or any of its Affiliates for any lost profits or for any consequential, incidental, indirect, punitive or special damages, including but not limited to damages for loss or inaccuracy of data, loss of profits or revenue, data, business or goodwill, business interruption, or cost of procurement of substitute goods or services,  however arising and, whether in contract, tort or under any other theory of liability, whether or not the party from which such damages are being sought has been advised of the possibility of such damages. The Riveron Entities shall not be liable to the Company, its Affiliates, or any party asserting claims on behalf of the Company, any of its Affiliates,  or otherwise, including, without limitation, any of the Company’s or its Affiliate’s equity holders, for any Loss except for direct damages finally determined to be the direct result of the Riveron Entities’ fraud, gross negligence or willful misconduct. The Riveron Entities shall have no liability arising from or relating to any Third Party Materials or any third-party hardware, software, information or materials selected or supplied by the Company or any of its Affiliates. Excluding only third-party damages indemnifiable under Section 9(a)(1) or 9(a)(2) (if any), the collective liability of the Company or the Riveron Entities, if any, under this Agreement with respect to the Services shall be limited in amount to fees actually paid (and any fees due) to Riveron by the Company for such Services in the SOW under which such claim or claims arose. The Parties acknowledge that the limitations set forth above are integral to the amount of fees charged in connection with the Services, and that were Riveron to assume any further liability, such fees would of necessity be set substantially higher.

10. Confidentiality.

(a) General. Each of Riveron and Company acknowledges that material and information which has or will come into its possession or knowledge in connection with this Agreement and the performance of the Services may include trade secrets and other confidential and proprietary data of the other Party (collectively, “Confidential Information”).

(b) No Unauthorized Disclosure or Use. Each of Riveron and Company agrees that it shall not disclose or otherwise make known to any third party, other than its employees, independent contractors or agents that have a need to know, any Confidential Information belonging to the other Party without the express written consent of the disclosing Party. Neither Party will use such Confidential Information for any purpose other than fulfilling its obligations under this Agreement.  Each Party will take the same precautions it takes to protect its own Confidential Information of like kind, to prevent any disclosure of Confidential Information, but in no event less than a reasonable degree of care.

(c) General Exceptions. This confidentiality undertaking shall not apply to information or data which is (i) in the public domain at the time of receipt or which subsequently becomes part of the public domain through no fault of the recipient, (ii) known to the recipient at the time of receipt, (iii) obtained by the recipient on a non-confidential basis from a third-party source which, to the best of the recipient’s knowledge, is not prohibited from disclosing such Confidential Information, (iv) which is required to be disclosed under applicable law or pursuant to any order/directions by a regulatory or judicial authority (subject to Section 10(d) below), or (v) disclosed by Riveron to the Riveron Entities or Personnel for rendering the Services under this Agreement.

(d) Subpoenas and Orders. No disclosure of Confidential Information by either Party shall be deemed to be a breach or violation of this Agreement if such disclosure is required to be made in any judicial or administrative proceeding pursuant to a valid subpoena or court order or is otherwise required by applicable law. Prior to such disclosure, the recipient Party must give the disclosing Party advance notice (to the extent practicable and legally permissible) to enable the disclosing Party to take action to protect its rights, at the disclosing Party’s discretion.

(e) Electronic Transmission. Riveron will transmit information to Company by e-mail, over the Internet. Should any confidentiality breaches occur because of data transmission over the Internet, Company agrees that this will not constitute a breach of any obligation of confidentiality that Riveron owes to Company.  If Company wishes to limit such transmission to information that is not highly confidential, or seek more secure means of communication for highly confidential information, it will need to inform Riveron in writing.

(f) Return or Destruction of Confidential Materials. Upon termination of this Agreement, each Party shall upon written request of the other Party (i) return to the other Party all original and unique materials that are property of the other Party and (ii) destroy all copies, in whatever form, of any and all Confidential Information of the other Party, other than Riveron work product and records that either Party would be expected to preserve in connection with the Services and automatic back-up copies created in any electronic system.

(g) Confidentiality Duration. The term of this confidentiality undertaking shall commence on the Effective Date and continue until two (2) years after this Agreement terminates. Riveron will have the right to destroy all Confidential Information and related records, including electronic data, two (2) years after the termination of this Agreement.

(h) Disclosures Necessary for Performance. Riveron will have the right to disclose to others basic information about this engagement as necessary to clear conflicts in which any Riveron Entity is involved.

11. Governing Law; Dispute Resolution.

(a) Governing Law. The Agreement is governed by and construed in accordance with the internal laws of India without giving effect to the conflict of laws provisions Subject to Section 11(c) below, the Parties shall submit to the exclusive jurisdiction of the courts in Pune, Maharashtra in relation to any dispute, claim or controversy arising out of or relating to the Contract Documents or the Services.

(b) Dispute Resolution. In the event of any dispute, claim or controversy arising out of or relating to this Agreement or the Services, including the determination of the scope or applicability of this dispute resolution provision (each, a “Dispute”), the parties shall use their best efforts to settle such Dispute. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to the parties.  If the parties do not reach a solution within a period of fifteen (15) days (or such longer period as the parties mutually agree in writing), then, upon notice by any party to the other party, the Dispute shall be finally determined by binding arbitration to be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”)  before a sole arbitrator, to be jointly appointed by the parties.  If the parties fail to jointly agree upon the appointment of a sole arbitrator, then such arbitrator shall be appointed in accordance with the ICC Rules.  The seat and venue of such arbitration shall be Mumbai.  The arbitration shall be conducted in English.  This Section shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(c) Payment Disputes. Notwithstanding Section 11(b) above, Riveron, at its option, may pursue any action for non-payment of fees and expenses arising out of or relating to this Agreement by lawsuit in any applicable court. Company expressly consents to personal jurisdiction in Maharashtra and venue in any court in Pune for any such lawsuit.  The prevailing party in any such action shall be entitled to recovery of its legal fees and expenses incurred in connection with such action.]

(d) Time to Bring Claim. The Company must file any action related to a Loss arising directly or indirectly from the Services no later than two (2) years after the claim has accrued. The Company waives the right to file an action related to a Loss arising directly or indirectly from the Services under any longer statute of limitations.

12. Relationship of the Parties.

(a) Independent Contractor. At all times during the term of this Agreement, Riveron is and shall be an independent contractor in providing the Services to Company. In no event shall an employee of one party be considered to be an employee of the other, and neither party shall have any duty to provide or maintain any insurance or other employee benefits on behalf of the other party or the other party’s employees, independent contractors or agents.

(b) No Partnership or Agency. Nothing contained in this Agreement shall be construed as constituting a partnership or joint venture, or the relationship of principal/agent between the parties. Neither party shall have any right to obligate or bind the other in any manner whatsoever.

(c) Customary Acknowledgement. Riveron may, at its own expense, place announcements on its corporate website, in marketing materials and in financial and other newspapers and periodicals (such as a customary “tombstone” advertisement, including the Company’s logos or other identifying marks) acknowledging the Company as a client of Riveron and generally describing Riveron’s Services in connection therewith. Riveron agrees to not disclose any specifics of the engagement, and to limit announcements to the names and business description of the parties involved and a general description of Riveron’s Services.

(d) Responding to Subpoenas. In the event Riveron or any Riveron employee or agent is requested or authorized by Company, or is required by government regulation, court order, or other legal process, to produce any information or testify as a witness with respect to the Services, Company will reimburse Riveron for its professional time and expenses, as well as the actual fees and expenses of its counsel, incurred in responding to such requests.

(e) Non-Solicitation. The Company agrees that for the Term and for twenty-four (24) months thereafter, none of the Company nor any of its Affiliates will hire, employ, engage, or contract with any of the Personnel, solicit any of the Personnel for the purpose of the same, or otherwise induce any of the Personnel to terminate, curtail, or modify his or her employment or engagement with Riveron or any of its Affiliates. This Section 12(e) does not prohibit the Company from making general solicitations for employment that are not directly targeted at the Personnel or from soliciting for employment any individual who has ceased being an employee or agent of Riveron and any of its Affiliates at least six (6) months prior and unrelated to such solicitation.

(f) Limited Exception. From time to time, under limited circumstances, Riveron will consider a request to consent to a waiver of Section 12(e) above in consideration of the Company’s payment of a compensatory fee to Riveron (the “Waiver Fee”). The Waiver Fee shall equal 100% of the first year annual compensation (including equity compensation, salary, sign on bonus, and year-end bonus) of the applicable Personnel as fair and reasonable compensation for the loss sustained. The Waiver Fee will be due and payable to Riveron within thirty (30) days of the date of hire or engagement.

13. Notices. All notices under this Agreement shall be in writing to the addresses set forth in the applicable Statement of Work. Any notice shall be deemed to be given only upon actual receipt. Any notice shall be delivered personally to the recipient, by mail, or by internationally recognized overnight courier, addressed to the intended recipient at the Notice Address.

14. General

(a) Entire Agreement. This Agreement, including any SOW(s) in effect under this Agreement, set forth the entire agreement between Riveron and the Company relating to the Services, and replace and supersede any previous proposals, letters of engagement, undertakings, agreements, understandings, correspondence and other communications, whether written or oral, regarding the Services. Each of the Parties represent that no promise or agreement which is not expressed in this Agreement has been made to such Party in executing this Agreement, and neither of the Parties is relying upon any statement or representation not contained in this Agreement.

(b) Assignment. Neither Party may assign this Agreement, in whole or in part, to any third party without the other party’s prior written consent; provided that either Party may assign this Agreement without such consent to an Affiliate or to a successor in connection with a reorganization, a merger or sale of all or substantially all of such Party’s assets to which this Agreement relates. This Agreement and any associated SOW shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

(c) Force Majeure. Riveron will not be responsible for any failure or delay in performance due in whole or in part to any cause beyond Riveron’s control.

(d) No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the Parties hereto, and nothing herein expressed or implied shall give or be construed to give to any other person or entity any legal or equitable rights whatsoever.

(e) Survival. Sections 1 (Definitions), 3 (Compensation; Billing Procedures), 6(e) (Company Failure to Perform), 7 (Standard of Performance; Disclaimer), 8 (Intellectual Property), 9 (Indemnification; Limitations of Liability), 10 (Confidentiality), 11 (Governing Law; Dispute Resolution), 12 (Relationship of the Parties), 13 (Notices) and 14 (General) of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or earlier termination of this Agreement.

(f) No Implied Exclusivity. The Company acknowledges that Riveron, subject to its professional obligations, may provide similar services for other clients, including the Company’s competitors.

(g) Severability. If any term, provision or portion of this Agreement shall be determined to be invalid, void or unenforceable, the remainder of the terms, provisions and portions of this Agreement shall remain in full force and effect.

(h) Modification. All amendments to this Agreement or any Statement of Work must be in an instrument in writing signed by each of the parties (either physically or through an electronic signature tool such as DocuSign).