Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement. (a) "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes o

Section 2.1 — Services Generally Service Provider shall provide to Customer the services described in this Agreement, each applicable Statement of Work, and the Exhibits attached hereto (collectively, the "Services"). Service Provider shall perform the Services in a professional, workmanlike manner, with the degree of skill, care, and diligence consistent with accepted industry standards and best practices for compar

Section 2.2 — Service Components The following Service Components are included in the initial scope of Services under this Agreement. Each Service Component is described in further detail in the applicable Exhibit and, where applicable, in the relevant Statement of Work: (a) Cloud Infrastructure Management. Service Provider shall provide comprehensive cloud infrastructure management services, including provisioning,

Section 2.3 — Statements of Work Additional services, projects, or initiatives not included within the scope of the Service Components described in Section 2.2 may be procured by Customer through individual Statements of Work executed by authorized representatives of both Parties. Each Statement of Work shall be substantially in the form attached hereto as Exhibit F (Form of Statement of Work), shall expressly refere

Section 2.4 — Service Locations Services may be delivered from Service Provider's facilities located at 2300 Lakewood Boulevard, Suite 400, Durham, North Carolina 27713, and from such other domestic locations as may be approved by Customer in writing from time to time. Service Provider shall not relocate any portion of the service delivery operations for the Services to a facility located outside the United States of

Section 2.5 — Key Personnel Service Provider shall assign the Key Personnel identified in Exhibit D (Key Personnel) to the performance of the Services. Service Provider acknowledges that the identity, qualifications, and continuity of Key Personnel are material to Customer's decision to enter into this Agreement. Service Provider shall not reassign, transfer, or remove any Key Personnel from their roles under this Ag

Section 2.6 — Subcontractors Service Provider may engage subcontractors to perform portions of the Services, provided that Service Provider obtains Customer's prior written approval of each proposed subcontractor, which approval shall not be unreasonably withheld, conditioned, or delayed. Service Provider's request for approval shall include the identity of the proposed subcontractor, the scope of services to be subc

Section 3.1 — Initial Term The initial term of this Agreement (the "Initial Term") shall commence on the Effective Date and shall continue in full force and effect for a period of five (5) years, expiring on October 31, 2028, unless earlier terminated in accordance with the provisions of Article 14.

Section 3.2 — Renewal Following the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least one hundred eighty (180) days prior to the expiration of the then-current Term (whether the Initial Term or a Renewal Term). For the avoidance of doubt, the notic

Section 3.3 — Pricing During Renewal Terms The fees payable by Customer during any Renewal Term shall be subject to mutual agreement of the Parties, to be negotiated in good faith no later than ninety (90) days prior to the commencement of the applicable Renewal Term. In the event the Parties are unable to agree on revised fees for a Renewal Term within such period, the fees for each Service Component during such Ren

Section 4.1 — Fees In consideration of Service Provider's performance of the Services, Customer shall pay Service Provider the fees set forth in Exhibit A (Fee Schedule) for the applicable Service Components. The Annual Contract Value is Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000), payable in quarterly installments in advance in equal amounts of Seven Hundred Thirty-Seven Thousand Five Hundred Dollar

Section 4.2 — Invoicing and Payment Terms Service Provider shall submit invoices to Customer on a quarterly basis, in advance, on or before the first Business Day of each calendar quarter during the Term. The first invoice shall be issued on or promptly following the Effective Date and shall cover the period from November 1, 2023 through January 31, 2024. All undisputed amounts set forth in an invoice shall be due an

Section 4.3 — Taxes All fees set forth in this Agreement and in each Statement of Work are exclusive of all applicable sales, use, value-added, excise, goods and services, and similar taxes, duties, and governmental charges (collectively, "Taxes"). Customer shall be responsible for the payment of all Taxes arising in connection with the transactions contemplated by this Agreement, excluding, however, any taxes impose

Section 4.4 — Disputed Amounts Customer may dispute any invoice or any portion thereof in good faith by providing Service Provider with written notice of such dispute within thirty (30) days of Customer's receipt of the applicable invoice. Such notice shall set forth in reasonable detail the nature and basis of the dispute and the amount in controversy. The undisputed portion of any invoice shall remain payable in ac

Section 4.5 — Fee Adjustments for Scope Changes The fees payable under this Agreement shall be adjusted only in connection with material changes to the scope of the Services, and any such adjustment shall be effective only upon the execution by both Parties of a written amendment to this Agreement or a new Statement of Work, in each case setting forth the revised scope and the corresponding fee adjustment. Neither Pa

ARTICLE 5 — SERVICE LEVELS AND CREDITS

Section 5.1 — Service Level Agreements Service Provider shall perform the Services in accordance with the service levels set forth in Exhibit B (SLA Schedule) (the "Service Level Agreements" or "SLAs"). The SLAs establish minimum performance standards for each Service Component, including, without limitation, uptime availability targets, incident response times, and incident resolution times. SLA compliance shall be

Section 5.2 — Service Level Credits In the event that Service Provider fails to meet an applicable SLA, Customer shall be entitled to receive Service Level Credits as follows: (a) Severity 1 Incidents. If a Severity 1 Incident results in an outage or material unavailability of an affected Service Component for a period exceeding four (4) consecutive hours, Customer shall be entitled to a Service Level Credit of up to

Section 5.3 — Chronic Failures If Service Provider fails to meet the same Service Level Agreement for three (3) consecutive calendar months or for five (5) or more calendar months in any rolling twelve (12) month period, such failure shall constitute a "Chronic SLA Failure." Upon the occurrence of a Chronic SLA Failure, Customer may, at its election and in its sole discretion, terminate the affected Service Component

Section 5.4 — SLA Reporting Service Provider shall provide Customer with comprehensive monthly SLA performance reports within ten (10) Business Days following the end of each calendar month. Each such report shall include, at a minimum: (i) a summary of SLA compliance for each Service Component during the preceding month; (ii) identification and root cause analysis of all Severity 1 and Severity 2 Incidents; (iii) th

ARTICLE 6 — CUSTOMER RESPONSIBILITIES

Section 6.1 — Cooperation Customer shall provide reasonable cooperation, access to information, and timely responses to Service Provider's requests for input, feedback, and approvals, in each case to the extent reasonably necessary for Service Provider to perform the Services in accordance with the terms of this Agreement. Customer acknowledges that Service Provider's ability to meet certain Service Levels and delive

Section 6.2 — Customer Systems Customer shall be responsible for procuring, maintaining, and supporting its own internal systems, hardware, software, and network connectivity to the extent necessary to access and receive the Services, including, without limitation, maintaining compatible operating environments, ensuring adequate bandwidth and internet connectivity, and implementing reasonable security measures on Cus

Section 6.3 — Customer Personnel Customer shall designate a primary point of contact (the "Customer Project Manager") and escalation contacts for each Service Component, who shall be responsible for day-to-day coordination with Service Provider, managing requests for Services, approving Deliverables, and facilitating the resolution of issues. Customer shall provide Service Provider with the names, titles, and contact

Section 7.1 — Confidential Information Each Party (as the Receiving Party) agrees to hold the Confidential Information of the other Party (as the Disclosing Party) in strict confidence and to protect such Confidential Information using the same degree of care that the Receiving Party uses to protect its own confidential and proprietary information of like kind, but in no event less than a reasonable degree of care. T

Section 7.2 — Exclusions The obligations set forth in this Article 7 shall not apply to any information that the Receiving Party can demonstrate: (i) was or becomes generally known to the public through no fault or wrongful act of the Receiving Party; (ii) was independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information, as evidenced by contemporaneous

Section 7.3 — Enhanced Protections for Customer Data In addition to the general obligations applicable to all Confidential Information, Customer Data shall be subject to the following enhanced protections: (a) Service Provider shall implement and maintain appropriate technical and organizational security measures designed to prevent unauthorized access to, use of, disclosure of, alteration of, or destruction of Custo

Section 7.4 — Compelled Disclosure If the Receiving Party is required by applicable law, regulation, rule, or legal process (including, without limitation, any subpoena, civil investigative demand, or similar compulsory process) to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such

Section 7.5 — Return and Destruction of Confidential Information Upon the termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly return to the Disclosing Party, or, at the Disclosing Party's election, securely destroy, all Confidential Information of the Disclosing Party in the Receiving Party's possession or control, including

Section 7.6 — Duration The confidentiality obligations set forth in this Article 7 shall survive termination or expiration of this Agreement for a period of five (5) years following the effective date of such termination or expiration. Notwithstanding the foregoing, with respect to any Confidential Information that constitutes a trade secret under the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq., or und

ARTICLE 8 — DATA SECURITY [OPEN ISSUE — DATA SECURITY STANDARDS: The following section contains bracketed alternatives reflecting the parties' divergent positions regarding the scope and stringency of contractual data security obligations. This issue is escalated to the business principals for resolution.]

Section 8.1 — Security Standards Service Provider shall implement and maintain a comprehensive information security program designed to protect the confidentiality, integrity, and availability of Customer Data and the systems and infrastructure used to deliver the Services. Such program shall comply with the following standards: [CUSTOMER POSITION: Service Provider shall at all times during the Term maintain SOC 2 Ty

Section 8.2 — Data Isolation Service Provider shall implement logical separation, and, where technically feasible and commercially reasonable, physical separation, of Customer Data from data belonging to other clients, customers, or users of Service Provider. Service Provider shall ensure that its personnel who have access to Customer Data in the course of performing the Services do not simultaneously service direct

Section 8.3 — Breach Notification Service Provider shall notify Customer of any actual or reasonably suspected unauthorized access to, acquisition of, use of, disclosure of, alteration of, or destruction of Customer Data, or any actual or reasonably suspected breach of Service Provider's security systems or infrastructure used in connection with the Services (each, a "Security Incident"), within seventy-two (72) hour

Section 8.4 — Security Audits Customer's rights to audit Service Provider's security practices, systems, and controls shall be as set forth in Section 15 (Audit Rights). [OPEN ISSUE — See Section 15 for bracketed alternatives.]

Section 8.5 — Background Checks Service Provider shall conduct appropriate background checks, including criminal history checks, on all Service Provider personnel (including employees of subcontractors approved under Section 2.6) who will have access to Customer Data or to Customer's systems or facilities, consistent with applicable law. The scope and nature of such background checks shall be commensurate with the le

Section 8.6 — Data Encryption Service Provider shall ensure that all Customer Data is encrypted at all times, both in transit and at rest, using industry-standard encryption protocols and algorithms. At a minimum, Customer Data in transit shall be encrypted using Transport Layer Security (TLS) version 1.2 or higher, and Customer Data at rest shall be encrypted using the Advanced Encryption Standard (AES) with a key l

ARTICLE 9 — INTELLECTUAL PROPERTY

Section 9.1 — Customer Data Ownership All Customer Data is and shall remain the sole and exclusive property of Customer at all times. Nothing in this Agreement shall be construed to transfer, assign, or grant to Service Provider any right, title, or interest in or to Customer Data, except the limited, revocable right to access, process, store, and transmit Customer Data solely to the extent necessary for Service Prov

Section 9.2 — Service Provider Pre-Existing IP Service Provider retains all right, title, and interest in and to its Pre-Existing IP, including, without limitation, all tools, methodologies, processes, techniques, software platforms, frameworks, libraries, templates, and know-how that (i) existed prior to the Effective Date of this Agreement, or (ii) are developed or acquired by Service Provider independently of and

Section 9.3 — Deliverables and Custom Work Product All Deliverables and custom work product developed by Service Provider specifically for Customer under a Statement of Work shall be considered works made for hire to the fullest extent permitted by applicable law, and all right, title, and interest in and to such Deliverables (including all intellectual Property rights therein) shall vest in and be the sole and exclu

Section 9.4 — License to Pre-Existing IP Embedded in Deliverables To the extent that any Deliverable incorporates, embeds, or is dependent upon any Pre-Existing IP of Service Provider, Service Provider hereby grants to Customer a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to use, reproduce, modify, prepare derivative works of, distribute, display, and perform such Pre-Existi

Section 9.5 — Residuals Nothing in this Agreement shall prevent Service Provider from using the general knowledge, skills, experience, ideas, concepts, techniques, and know-how that are retained in the unaided memory of Service Provider's personnel as a result of their participation in the performance of the Services, provided that such use does not: (i) infringe any intellectual Property rights of Customer; (ii) con

ARTICLE 10 — REPRESENTATIONS AND WARRANTIES

Section 10.1 — Mutual Representations Each Party represents and warrants to the other Party that, as of the Effective Date: (a) It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and is qualified to do business in each jurisdiction where the nature of its business requires such qualification; (b) It has the full corporate or organizational power and author

Section 10.2 — Service Provider Representations In addition to the mutual representations set forth in Section 10.1, Service Provider represents and warrants to Customer that: (a) The Services shall be performed in a professional, workmanlike manner, with the degree of skill, care, and diligence consistent with accepted industry standards and best practices for comparable enterprise information technology managed ser

Section 10.3 — Customer Representations In addition to the mutual representations set forth in Section 10.1, Customer represents and warrants to Service Provider that Customer has all rights, consents, licenses, and authorizations necessary to provide Customer Data to Service Provider for Service Provider's use in performing the Services in accordance with this Agreement, and that the provision of such Customer Data

Section 10.4 — Disclaimer EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM

Section 11.1 — Service Provider Indemnification Service Provider shall indemnify, defend, and hold harmless Customer and its Affiliates, and their respective officers, directors, managers, members, employees, agents, successors, and permitted assigns (collectively, the "Customer Indemnified Parties"), from and against all losses, liabilities, damages, judgments, settlements, costs, and expenses (including, without li

Section 11.2 — Customer Indemnification Customer shall indemnify, defend, and hold harmless Service Provider and its Affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Provider Indemnified Parties"), from and against all Losses arising from or relating to: (a) Any material breach by Customer of its representations, warranties, covenants, or o

Section 11.3 — Indemnification Procedures The following procedures shall apply to all indemnifi