Legal SYNQ Agreement

LEGAL SYNQ AGREEMENT

This Legal SYNQ Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , with principal address: , and Provider Name: , with principal address: .

Recitals

WHEREAS, Provider has developed or is the licensor of certain synchronization software, protocols, and related services known as SYNQ Technology, and possesses the expertise to deliver synchronization, integration, and related professional services;

WHEREAS, Client desires to engage Provider to license and/or provide access to SYNQ Technology and to receive related services under the terms and conditions set forth herein; and

WHEREAS, the parties intend to define the parties' respective rights and obligations with respect to the SYNQ Technology, Confidential Information, and any Deliverables created pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Definitions

1.1 "SYNQ Technology" means Provider's synchronization software, middleware, APIs, documentation, and any updates, modifications, or improvements thereto, whether provided in object or source code, and any related technical information disclosed by Provider.

1.2 "Services" means the implementation, integration, customization, support, maintenance, and training services to be provided by Provider as described in Section 2 and in the Scope of Services.

1.3 "Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. License; Scope of Services

2.1 License Grant. Subject to the terms of this Agreement and payment of all fees, Provider grants Client a non-exclusive, non-transferable, revocable license to use the SYNQ Technology solely for Client's internal business purposes during the Term and only on the number of instances or seats specified in the Order information below.

2.2 Service Levels. Provider shall perform the Services with commercially reasonable skill and care in accordance with industry standards. Specific uptime, response, and remedy obligations, if any, shall be set forth in the attached Service Level Attachment or agreed Order.

3. Fees and Payment

3.1 Fees. Client shall pay Provider the fees set forth in the Order. Unless otherwise stated, fees are due within thirty (30) days of invoice date and payable in U.S. Dollars.

3.2 Taxes; Late Payment. Client is responsible for all taxes related to fees. Overdue payments shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law.

4. Confidentiality

4.1 Obligations. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) restrict disclosure to those employees, contractors or agents who need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

4.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

5. Data Processing and Security

5.1 Security Measures. Provider shall maintain administrative, technical and physical safeguards reasonably designed to protect Client Data from unauthorized access, disclosure, alteration, or destruction. Provider shall promptly notify Client of any confirmed data breach affecting Client Data and cooperate in remediation.

6. Intellectual Property

6.1 Ownership. Provider retains all right, title and interest in and to the SYNQ Technology, Provider's pre-existing materials, and any improvements thereto. Client retains all right, title and interest in and to Client Data and Client's pre-existing materials.

6.2 Deliverables. To the extent Provider is required to deliver custom-coded Deliverables and the parties expressly agree in a written Order that ownership will transfer, Provider assigns to Client ownership of such Deliverables upon full payment; provided, however, that Provider retains ownership of any underlying tools, libraries, or proprietary components.

7. Representations; Warranties

7.1 Mutual Representations. Each party represents that it has the power and authority to enter into this Agreement and that the Agreement constitutes a legal, valid and binding obligation.

7.2 Provider Warranty. Provider represents that to its knowledge the SYNQ Technology does not infringe any third party intellectual property rights, and that Services will be performed in a professional manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SYNQ TECHNOLOGY ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. Indemnification

8.1 Provider Indemnity. Provider shall indemnify, defend, and hold Client harmless from and against any third party claims alleging that Provider's delivery of the SYNQ Technology or Services infringes a third party's intellectual property rights, provided Client gives prompt written notice and reasonable cooperation. Provider's obligations do not apply to modifications made by Client or to combination of SYNQ Technology with other products where the claim would not have arisen absent such combination.

8.2 Client Indemnity. Client shall indemnify, defend, and hold Provider harmless from third party claims arising from Client Data, Client's use of the SYNQ Technology in violation of this Agreement, or Client's negligence or willful misconduct.

9. Limitation of Liability

9.1 EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR LIABILITY RESULTING FROM WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Term and Termination

10.1 Term. The Agreement commences on the Effective Date and continues for Initial Term: , unless earlier terminated in accordance with this Section.

10.2 Termination for Cause. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice. Upon termination, Client shall pay all accrued fees and Provider shall deliver any assigned Deliverables and return Client Data as agreed.

11. Notices

11.1 All notices required or permitted hereunder shall be in writing and addressed to the contacts below and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier.

12. Amendments; Waiver; Assignment

12.1 Amendments. No amendment to this Agreement shall be effective unless in a writing signed by both parties.

12.2 Waiver. Failure to exercise any right under this Agreement shall not constitute a waiver of that right unless in a writing signed by the waiving party.

12.3 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets.

13. Governing Law; Dispute Resolution

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction specified here:

13.2 Exclusive Remedies. The parties agree that exclusive venue for any dispute shall be the courts located in the jurisdiction stated above, and each party consents to personal jurisdiction in such courts.

14. Entire Agreement; Severability; Counterparts

14.1 Entire Agreement. This Agreement, together with all exhibits and Orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

14.2 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect and the parties shall renegotiate the invalid provision in good faith.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Facsimile or electronic signatures shall be binding.

15. Miscellaneous

15.1 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

15.2 Subcontracting. Provider may engage subcontractors to perform Services provided Provider remains responsible for subcontractors' compliance with this Agreement.

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