The Master Services Agreement (“MSA”) is a legal agreement between you (hereinafter referred to as “Client”) and Unboxed Technology, LLC, a Virginia limited liability company (“Unboxed”). This MSA contemplates a variety of arrangements under which Unboxed may provide various services to Client.

1. PURPOSE OF AGREEMENT
   1. The purpose of the MSA is to describe the terms and conditions related to Unboxed’s provision of Professional Services to Client, as may be agreed to from time to time in an SOW or other ordering document.
2. AGREEMENT STRUCTURE; RESPONSIBILITIES
   1. Structure
3. Unboxed will perform the Services and provide the Deliverables or Custom IP set forth the particular SOW. Each SOW will be subject to the terms of this Agreement. Unboxed will perform any such professional services in a professional and workmanlike manner.
4. Client is responsible and liable for all uses of the Services. Client shall provide Unboxed with access to the Client IP, Client personnel, and other Client resources necessary for Unboxed to provide the Services. Client agrees to allocate the appropriate personnel, with the appropriate right to make decisions on behalf of Client, and to provide timely responses to Unboxed in its provision of the Services. Client agrees to remain responsible for the conduct of its personnel.
   1. Conflicting Terms. If there is a conflict of terms between an SOW, Purchase Order, or Invoice and the MSA, the terms of the MSA shall prevail unless expressly stated otherwise in any such SOW, Purchase Order or Invoice.
   2. No Commitment – This MSA is not a commitment by either party to execute a SOW.
5. DEFINITIONS
   1. Deliverables. Deliverables are Unboxed Deliverables and Client Deliverables collectively.
6. Unboxed Deliverables are any items or work prepared or provided by Unboxed under a SOW exclusively for Client’s use as described in any such SOW.
   1. “Personnel” means the parties’ respective employees, agents, affiliates, representatives, and/or subcontractors performing, receiving, or collaborating in the delivery of Services under the MSA and any SOW.
   2. “Services” means, collectively, the services, deliverables, and functions to be provided by Unboxed to Client under the Agreement and the obligations and responsibilities set forth in the Agreement governing the performance of same as described in any SOW.
7. RELATIONSHIP OF THE PARTIES; CONFIDENTIALITY
   1. It is the express intention of the parties that Unboxed is an independent contractor. Nothing in this Agreement will in any way be construed to constitute Unboxed, its personnel or any third Party engaged by Unboxed as an agent, employee, or representative of Client.
   2. Except as otherwise stated in any related SOW, the parties hereto may have similar agreements with other third parties. Each party hereto may design, develop, manufacture, acquire or market competitive products and Services, and conduct its business in whatever way it chooses so long as it is not prohibited by the MSA or a SOW.
   3. During the term of this Agreement and for three (3) years thereafter, neither party shall use (except for the purpose of implementing this Agreement) or disclose to any third party (except a party’s subcontractors and independent contractors for the purpose of implementing this Agreement), without the prior written permission of the disclosing party, any confidential or proprietary information disclosed except as may be required by a court of law or government action. Confidential information includes, but is not limited to, all information, whether written or oral, and in any form, including without limitation, information relating to the terms of this Agreement, and a party’s Pre-Existing Property (as defined in Section 5.0, below), research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, Personnel data, and third-party proprietary information. Neither party shall be liable to the other for confidential information which: (i) is already lawfully known to the receiving party at the time of disclosure; (ii) is in or subsequently enters the public domain without any violation of this Agreement by the receiving party; (iii) the receiving party obtains from a third party source not under an obligation of confidentiality to the disclosing party; or (iv) which is independently developed without use or reference to the confidential information, as evidenced by appropriate documentation. Each party shall use all reasonable efforts to obligate its Personnel to comply with this confidentiality provision. Nothing herein shall be construed as granting or conferring any right by license or otherwise to the receiving party in/to any confidential information disclosed hereunder except as specifically set forth herein. Upon notification of a party’s request or any termination of this Agreement, the receiving party shall return to the disclosing party the confidential information and all copies thereof of the disclosing party. Should Unboxed engage a subcontractor to perform any of its obligations under the terms of this MSA or any SOW hereunder, Unboxed Technology shall obtain a Confidentiality Agreement from the subcontractor.
   4. Neither party relies on any promises, inducements, or representations made by the other or expectations of any future business dealings except as expressly provided in this MSA or any associated SOW.
   5. Each party shall, to the extent applicable:
8. Perform Services and provide its Deliverables according to a given SOW. Each party has the right to evaluate a Deliverable in an SOW prior to accepting it to verify that such Deliverable meets the requirements and specifications set forth;
9. Comply with the reasonable rules and regulations of the other party when its Personnel are on the other party’s premises; and
10. Have appropriate agreements with its Personnel and third parties who perform obligations under the MSA and any SOW.
11. OWNERSHIP RIGHTS
    1. Ownership of Intellectual Property. Each party shall continue to be the sole owner of all right, title, and interest and other Intellectual Property Rights its current patents, copyrights, trade secrets, and in all subsequent updates and derivative works to the foregoing (hereinafter referred to as ‘IP’) unless otherwise set forth in this MSA or any related SOW. The party that owns such IP included in a Deliverable shall continue to be free to use such property in other projects and works, without restriction and without any obligation to the other party, except as may be otherwise specifically agreed to by the parties in a SOW. A party shall have no rights of ownership in the IP of the other party and its subcontractors, and shall only have the right to use such property as specifically provided for in this MSA or an applicable SOW. Except as otherwise specified herein or may be otherwise specified in a SOW, this MSA does not grant either party rights to use the other party’s trademarks, trade names, or service marks. Each party reserves all rights to their Pre-Existing Property not expressly granted to the other party in this MSA or any SOW executed hereunder.

Furthermore, either party shall not at any time during the term of this MSA or any SOW, or at any time thereafter, own or be entitled to own the other party’s pre-existing IP used to create and accomplish the work for Client (hereinafter referred to ask ‘Pre-Existing Property’). The Pre-Existing Property includes, but is not limited to, methodology, training content, system design, tools, modules, functionalities, features, database schema or tables, codebase, functions, stored procedures, processes, or templates.

Custom IP shall mean IP made, conceived, or developed by Unboxed on behalf of Client in creating the Deliverable(s) or performing the Services outlined in a SOW. Custom IP shall include the copyright in the collective work. Custom IP does not include any of the following: (i) Unboxed IP; (ii) Client IP; or (iii) Third party IP. Unboxed acknowledges and agrees that Client shall be the sole and exclusive owner of all rights in the Custom IP. Unboxed hereby unconditionally and irrevocably conveys, transfers, delivers, and assigns to Client, and Client accepts Unboxed’s entire right, title, and interest worldwide in and to such works, free from any liens and encumbrances, including all patents, copyrights, trade secrets, and other proprietary rights therein, effective upon Unboxed’s receipt of full payment for the Services.

Subject to the restrictions and exceptions set forth in this Section 5.1, Unboxed acknowledges that the Services performed and all Deliverables, (including, but not limited to, all copyrights, whether registered or unregistered), for any original files or products that are provided to, or developed or prepared for Client by Unboxed under this Agreement are the exclusive property of Client, and all title and interest therein shall vest in Client and shall be deemed to be a work made for hire. However, Client is not permitted to: (a) sell, transfer, distribute, or otherwise provide the Custom IP to any unaffiliated third-party; (b) conduct training sessions, workshops or classes outside of Client’s organization relying on the Custom IP; or (c) export, re-export, or ship, directly or indirectly, the Custom IP to any country for which the U.S. Government, any agency thereof, or any other sovereign government, requires an export license or other governmental approval without first obtaining such license or approval. Transfer by Client of Custom IP to Client's subsidiaries and controlled affiliates is permitted upon 10 days advance written notice to Unboxed.

Unboxed, its personnel, contractors, successors and assigns will have an irrevocable, royalty-free, worldwide, perpetual license to use, copy, modify, create derivative works of and incorporate into its services, or any Unboxed IP any suggestions, enhancement requests, recommendations or feedback provided by Client and its Personnel relating to, arising out of or resulting from their access to and/or use of the Services and/or the Deliverables (collectively, “Feedback”). Feedback excludes Client IP or Client Pre-Existin Property. Unboxed may use Feedback for any purpose without any obligation or compensation to Client.

1. REPRESENTATIONS AND WARRANTIES
   1. Each party hereto represents, warrants, and covenants that (i) it will comply with all applicable federal, state and local laws, rules and regulations in carrying out its respective obligations set forth hereunder and in any SOW hereto; (ii) it has the power and authority to execute and deliver this MSA and any associated SOW, and to perform its obligations thereunder; (iii) the execution, delivery and performance of this MSA has been duly and validly authorized and approved; and (iv) its IP does not infringe or dilute the IP of any third Party.
   2. Client further represents, warrants, and covenants that:
2. as to each of its products that are the subject of any SOW, Client holds and is in compliance with all permits, licenses, approvals or other authorizations necessary to manufacture, sell and distribute the products, and which are necessary to perform its obligations under this MSA and each SOW;
3. as to each of its products that are the subject of any SOW, that Client has the necessary rights to sublicense, market and sell the product.
   1. Unboxed further represents, warrants, and covenants that:
4. as to each of its products that are the subject of any SOW, to the best of its knowledge the SOW(s) does/do not infringe any IP of any third Party and will not result in a breach of any agreement of Unboxed or infringe any third-Party IP.
   1. WARRANTY DISCLAIMER: EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 6 OR OTHERWISE EXPLICITLY STATED IN THIS AGREEMENT OR AN SOW, THE UNBOXED IP IS PROVIDED "AS IS" AND UNBOXED HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. UNBOXED SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS EXPLICITLY STATED IN AN SOW, UNBOXED MAKES NO WARRANTY OF ANY KIND THAT THE UNBOXED IP, OR THE SERVICES, OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, AS APPLICABLE, WILL ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE ERROR FREE. UNBOXED STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
5. INDEMNIFICATION, LIMITATION OF LIABILITY, AND INSURANCE
   1. Indemnity.
6. Client agrees, at its sole expense, to indemnify, defend and hold harmless Unboxed, its affiliates and subsidiaries, any of Unboxed’s subcontractors associated with the performance of any SOW hereunder, and all of their respective officers, directors, agents, employees (collectively, the ‘Unboxed Indemnified parties’), from and against any and all actions, suits, proceedings, judgments, settlements, losses, claims, damages, costs or liabilities, including reasonable attorneys’ fees and costs of suit (collectively, “Claims”) which the Unboxed Indemnified parties may incur or for which they may become liable at any time as a result of a breach by Client of its representations and warranties and material obligations hereunder including but not limited to copyright, patent, trademark, trade secret or other intellectual property right infringement . Client shall further defend, hold harmless and indemnify the Unboxed Indemnified Parties from and against any third-party Claims alleging that Unboxed’s participation in this MSA or any associated SOW violates an existing contract between Client and the third party claimant.
7. Unboxed agrees, at its sole expense, to indemnify, defend and hold harmless Client, its affiliates and subsidiaries, and all their respective officers, directors, agents and employees (collectively, the ‘Client Indemnified parties’), from and against any and all actions, suits, proceedings, judgments, settlements, losses, claims, damages, costs or liabilities, including reasonable attorneys’ fees and costs of suit (collectively, “Claims”) which the Client Indemnified parties may incur or for which they may become liable at any time as a result of any third party Claim alleging that Unboxed’s participation in this MSA or any associated SOW violates an existing contract between Unboxed and the third party claimant. Unboxed shall further defend, hold harmless and indemnify the Client Indemnified parties from and against any third-party Claim alleging Unboxed’s infringement of any IP of any third party or misappropriation of a third party's confidential information in this MSA or any associated SOW.
8. The indemnified party as set forth in paragraphs 7.1(a)-(b) shall be given the opportunity to participate in the defense of any such Claims, however it shall not have any right to control the defense, consent to judgment, or agree to settle any such Claims, except with the written consent of the indemnifying party. The indemnifying party shall reasonably apprise the indemnified party of all significant developments relating to the defense of the Claims. Additionally, the indemnified party shall cooperate fully in the investigation and defense of any such Claims.
   1. Limitation of Liability. NOTWITHSTANDING ANY TERMS TO THE CONTRARY HEREIN AND SUBJECT TO THE TERMS OF SECTION 7.3, BELOW, EXCEPT IN INSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR FOR THE INDEMNIFICATION, OWNERSHIP OF IP AND CONFIDENTIALITY OBLIGATIONS OF THE PARTIES PROVIDED HEREIN OR IN ANY ASSOCIATED SOW, NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT, OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL UNBOXED'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO UNBOXED UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
   2. UNBOXED’S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF: (I) AN INDEMNITY OBLIGATION; (II) INFRINGEMENT OF A THIRD-PARTY’S IP RIGHTS; OR (III) BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, SHALL NOT EXCEED THREE TIMES (3X) THE TOTAL AMOUNTS PAID TO UNBOXED UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
   3. Insurance. For the duration of this MSA, Unboxed shall procure and maintain Commercial General Liability insurance, which shall include blanket broad form contractual liability coverage, with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Unboxed shall also procure and maintain Worker’s Compensation insurance in accordance with relevant state statutory limits, Employer’s liability insurance with a limit of not less than $500,000 per occurrence. Upon reasonable request, Unboxed shall provide Client with Certificate(s) of Insurance evidencing such coverage and naming Client as an additional insured.
9. TERM AND TERMINATION
   1. This Agreement shall become effective on the Effective Date set forth on the first page of this MSA and shall remain in effect until it is terminated by either party upon providing no less than thirty (30) days written notice of such termination.
   2. If any SOW remains in effect for a period of time beyond the expiration date of this MSA, this MSA shall be automatically extended through the last day that the SOW remains in effect.
   3. Either party shall have the right to terminate this Agreement or any SOW without penalty if the other party is in breach of any material term of the Agreement and/or SOW provided, however, the breaching party shall have thirty (30) days from the receipt of written notice of termination due to breach of this Agreement or any SOW to attempt to cure any such breach. Additionally, a breach of a SOW for a failure to provide a Deliverable is not considered a breach of all SOWs.
   4. If a Petition in Bankruptcy or Insolvency Act in the jurisdiction wherein Unboxed is located or doing business is filed by or against Unboxed, Client may immediately terminate this Agreement and all SOW without penalty.
   5. If a Petition in Bankruptcy or Insolvency Act in the jurisdiction wherein Client is located or doing business is filed by or against Client, Unboxed may immediately terminate this Agreement and all SOW without penalty.
10. PRICES, PAYMENT, TAXES, AND AUDIT
    1. The Parties shall be compensated for work in accordance with this MSA and its SOW. All payments shall be made in US dollars within thirty (30) days of receipt of invoice. The Party to be compensated shall submit invoices in accordance with the terms set forth in the SOW. If Client fails to make any payment when due, without limiting Unboxed's other rights and remedies: (i) Unboxed may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Client shall reimburse Unboxed for all reasonable costs incurred by Unboxed in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Unboxed may suspend any portion or all of the Services until such amounts are paid in full.
    2. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Unboxed's income.
11. GENERAL PROVISIONS
    1. No delay or failure by the parties hereto in the performance of any obligation of this MSA or any SOW shall be deemed a breach of this MSA or any SOW nor shall it create any liability, if the same shall arise by reason of any cause beyond the reasonable control of the affected party, including, but not limited to, wars, riots, insurrection, civil commotion, accident, shortage of materials or equipment, government regulations, fire, flood, storm, or any other acts of God, including defects and/or breakdowns of equipment and programming errors not within the reasonable control of the affected party, provided that the Party so affected shall use its best efforts to avoid or remove such cause of nonperformance and shall continue performance as soon as practicable. In the event such cause occurs and exceeds thirty (30) calendar days, the party not so impeded may cancel the applicable SOW upon written notice and without penalty.
    2. Each of the parties shall render its commercially reasonable cooperation to the other in fulfilling and performing the terms of this MSA and any SOW. To that end, each shall give to the other, in a timely manner, all consents and information and execute all documents that may be reasonably required.
    3. This MSA contains the entire agreement of the parties with respect to the subject matter herein/therein, and all prior discussions, negotiations, letters of intent and understandings regarding such subject matter are merged herein and shall not endure. All Exhibits and/or Appendices, and SOW attached hereto, and as amended in writing by the parties, are an integral part of this Agreement. This MSA and any SOW may only be amended or modified in writing and signed by both parties.
    4. Neither party may assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this MSA without the prior written consent of the other party. Notwithstanding the foregoing, Unboxed may, without the consent of Client: (i) assign this MSA or rights granted hereunder to a successor entity in the event of a merger, corporate reorganization, acquisition, or the sale of all or substantially all of Unboxed’s assets, provided that the assignee shall assume all rights and obligations under this MSA; and (ii) Unboxed may subcontract its obligations to a third party subcontractor as otherwise set forth herein. Any unauthorized assignment shall be null and void and constitute a breach of this MSA.
    5. This MSA and any SOW shall bind the parties and their successors and assigns.
    6. Any waiver of any provision shall be valid only in the instance for which given and shall not be deemed a continuing waiver nor otherwise construed as a waiver of any other provision.
    7. If any provision of this MSA is held invalid or unenforceable as written, such provision shall be construed and enforced to the extent practicable and lawful as if it has been more narrowly drawn so as not to be invalid or unenforceable or otherwise shall be severed from the other provisions of this MSA, and the remaining provisions of this MSA shall remain in effect and be enforceable in accordance with their terms.
    8. The confidentiality, ownership of IP, and indemnification obligations hereunder shall survive termination or expiration of this MSA.
    9. This MSA and any associated SOW shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to those provisions governing conflicts of law. Any legal suit, action, or proceeding arising out of or related to this will be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Virginia in each case located in the city of Richmond, Virginia, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS MSA.

version 3.2 – March 2024