1. CONSULTANT STATUS

Company and Client understand and intend that Company shall perform the Services specified under this Agreement as an independent consultant and not as an employee of Client. The manner of and means by which Company executes and performs its obligations hereunder are to be determined by Company in his or her reasonable discretion.

2. REPRESENTATIONS AND WARRANTIES

Company represents, warrants, and acknowledges as follows:

2.1. Company has the full and unrestricted right to enter into this Agreement, render the Services hereunder to Client;

2.2. Company’s entering into this Agreement and rendering the Services contemplated hereunder does and will not violate any applicable law, rule, or regulation, or breach or conflict with any contractual or other obligation of Company to any other party;

2.3. All Services when delivered will be the original work of Company or in the public domain, and will be free and clear of any and all restrictions, and will not infringe the intellectual property rights of any other party;

2.4. Company has the ability to perform the Services and will perform the services in a manner that is consistent with Client’s specifications and in a good, professional and workmanlike manner without the advice, control, or supervision of Client; and

2.5. Company will cooperate in good faith with Client in connection with the resolution of any concerns or disagreements that may arise with respect to any of the Services.

3. OWNERSHIP

Client agrees that all copyrightable material, audio/visual work, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets, as well as all derivatives and modifications thereof and thereto conceived, made, or produced Company, which relate in any manner to the Services performed by Company hereunder, as well as all intellectual property rights therein and thereto, shall remain the property of Company.

4. TERM AND TERMINATION

4.1. The term of this Agreement will begin on the Effective Date and continue in effect for six (3) calendar months (“Initial Term”). After the Initial Term and each Renewal Term, the Agreement will automatically renew for additional two (2) month periods (“Renewal Term”).

4.2. During the Renewal Term, either Party may terminate the Agreement, effective 60 days after notice, upon delivery of written notice to the other Party. In the Company for Services rendered to the date of termination.

4.3. Should either Party default in the performance of this Agreement or materially breach any of the provisions of this Agreement, the non-breaching party may terminate this Agreement by giving written notification to the breaching Party.

4.4. This Agreement will terminate automatically on the occurrence of bankruptcy or insolvency of either Party.

4.5 In the event that the Company cancels this agreement, the following refunds will be processed within 30 days of written notice of cancellation:

a) If cancellation occurs prior to Engagement Kickoff call, 50% of up-front fee will be refunded.

b) If cancellation occurs after the Engagement has been kicked off, the client will not receive a refund, but will not be billed for any subsequent months. Accruity will finalize services for the month of work being performed, and will cease services as the last day of the cancellation month.

5. FEES AND EXPENSES

5.1. Fees: In consideration of Company providing the Services and performing the obligations hereunder, Client shall pay Company any fees associated with the SOWs above, or any subsequent SOWs that the Client has authorized, due upon execution. If the Client authorizes work outside of the scope of any SOWs, Client will be billed on an hourly basis using either 1) the Company’s latest published Rate Table or 2) another bill rate that was mutually agreed upon by the Client and the Company. If the Company utilizes more resources than what was originally budgeted for a SOW (“overages”), the Company is entitled to collect from the Client the revenue associated with any such overages. If the overage is due to the Company identifying during Client Onboarding that the initial assumptions were incorrect, the Client will pay the difference between the original quote and the quote that would have been generated utilizing the correct assumptions. If the overage is due to the Client’s business growing or otherwise changing in a way that substantially changes the time required for providing retainer services, the Company will notify the Client in writing of a price change at least 21 days prior to the effective date of the price change. If the overage is due to the Company being required to utilize materially more resources to deliver on services than what was originally budgeted in any individual SOW due to unforeseen complexities, unresponsiveness from the Client, deadlines imposed by the Client or external Stakeholders or other factors; the Company is entitled to bill the Client for any additional revenue earned for hours incurred, utilizing the Company’s latest posted Rate Table to determine the bill rate for each overage hour.

5.2. Expenses: Client shall also pay Company for commercially reasonable reimbursable expenses, including travel expenses actually incurred by Company in performing Services pursuant to this Agreement (“Reimbursements”), provided that (i) Company receives written or verbal consent from Client prior to incurring any such expenses greater than Five Hundred Dollars ($500) and (ii) Company timely submits original invoices and receipts for such expenses actually incurred.

5.3. Payment: Client authorizes Company to electronically debit Client’s bank account for any Fees or Expenses related to this agreement. Client acknowledges that electronic debits against Client’s bank account must comply with United States Law.

5.4. Taxes: No income tax or payroll tax of any kind shall be withheld or paid by Client on behalf of Company for any payment under this Agreement, except as may be required by law for payments to Company. Company shall be responsible for all taxes and similar payments arising out of any activities contemplated by this Agreement, including without limitation, federal, state, and employment taxes, unemployment insurance taxes, and all other taxes, fees, and withholdings.

5.5. Benefits: Company is not an employee of Client and, therefore, shall not be entitled to any benefits, coverage, or privileges, including, without limitation, social security, unemployment compensation insurance, workers’ compensation insurance, medical benefits, or pension payments.

6. INDEMNIFICATION

Client agrees to indemnify and hold harmless Company and its members, managers, directors, officers, employees and affiliates from and against all claims, demands, actions, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly, in whole or in part, from or in connection with: (i) any fraudulent, negligent, reckless, or willful act or omission of Client related to any action taken by the Client in furtherance of the Scope of Work; (ii) any breach by the Client of any of the covenants contained in this Agreement; or (iii) any violation or claimed violation of a third party’s rights resulting in whole or in part from Client’s use of the work product of Company under this Agreement.

7. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the Parties with respect to the matters contemplated herein.

8. MODIFICATION OF AGREEMENT

Any modifications or amendments to this Agreement will be binding if evidenced in writing and signed by each Party.

9. SURVIVAL

Any provisions which expressly or by their nature are intended to survive termination of the Agreement, shall survive termination of the Agreement.

10. NOTICE

All notices or demands required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties.

11. SEVERABILITY

In the event that any provision of this Agreement shall be invalid, illegal, or otherwise unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

12. GOVERNING LAW AND FORUM

This Agreement and all disputes arising here under shall be subject to, governed by, and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws provisions. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Pennsylvania, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; the expense of such arbitration shall be borne equally by the parties.

13. FORCE MAJEURE

Exclusive of payment obligations, each Party shall be relieved of its obligations hereunder in the event and to the extent that the Party’s performance is delayed or prevented by any cause reasonably beyond such Party’s control, including but not limited to, acts of God, public enemies, war, civil disorder, fire, flood, explosion, labor disputes or strikes, or any acts or order of any governmental authority.

14. WAIVER

No delay or omission by Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.