Terms and conditions

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and Client agree as follows:

1. Services. Service Provider shall provide to Client the services as set forth in the Statement of Work attached hereto as Exhibit A (the “Services”). The Service Provider shall provide the Services (a) in accordance with the terms and subject to the conditions set forth in this Agreement; (b) using personnel of required skill, experience, and qualifications; (c) in a timely, workmanlike, and professional manner; and (d) to the satisfaction of the Client. 2. Service Provider Obligations. Service Provider shall (a) appoint a sufficient number of employees or contractors to perform the Services (collectively, “Provider Representatives”), (b) assign only qualified, legally authorized Provider Representatives to provide the Services, and (c) comply with all applicable laws and regulations in providing the Services. 3. Fees and Expenses. 1. As total and complete compensation for any and all services which Service Provider may render to the Client under this Agreement, the Client shall pay Service Provider the total of the services. 2. The Fees set forth in this Agreement shall cover and include all sales and use taxes, duties, and charges of any kind imposed by any federal, state, or local governmental authority on amounts payable by Client under this Agreement and in no event shall Client be required to pay any additional amount to Service Provider in connection with such taxes, duties, and charges, or any taxes imposed on, or regarding, Service Provider’s income, revenues, gross receipts, personnel, or real or personal property or other assets. 4. Intellectual Property. 1. Service Provider assigns to the Client Service Provider’s entire right, title, and interest in any invention, technique, process, device, discovery, improvement, or know-how, whether patentable or not, hereafter made or conceived solely or jointly by Service Provider while working for or on behalf of the Client, which relates to, is suggested by or results from (a) Service Provider’s knowledge of Confidential Information (as defined in Section 5) it obtains from the Client or (b) the use of Client equipment, supplies, facilities, information, or materials. 2. Service Provider shall promptly disclose any such invention, technique, process, device, discovery, improvement, or know-how to the Client. Service Provider shall, upon request of the Client, promptly execute a specific assignment of title to the Client and do anything else reasonably necessary to enable the Client to secure for itself, patent, trade secret, or any other proprietary rights in the United States or other countries. 3. All writings or works of authorship, including, without limitation, program codes or documentation, produced or authored by Service Provider in the course of performing services for the Client, together with any associated copyrights, are works made for hire and the exclusive property of the Client. To the extent that any writings or works of authorship may not, by operation of law, be works made for hire, this Agreement shall constitute an irrevocable assignment by Service Provider to the Client of the ownership of and all rights of copyright in such items, and the Client shall have the right to obtain and hold in its own name, rights of copyright, copyright registrations, and similar protections which may be available in the works. Service Provider shall give the Client or its designees all assistance reasonably required to perfect such rights.4. If, for any reason, including incapacity, the Client is unable to secure Service Provider’s signature on any document needed to apply for, perfect, or otherwise acquire title to the intellectual property rights granted to it under this Section 4 or to enforce such rights, Service Provider hereby designates the Client as Service Provider’s attorney-in-fact and agent, solely and exclusively to act for and on Service Provider’s behalf to execute and file such documents with the same legal force and effect as if executed by Service Provider and for no other purpose.  5.Confidentiality. All non-public, confidential or proprietary information of Client (“Confidential Information”), including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, Client lists, pricing or discounts disclosed by Client to Service Provider, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for Service Provider’s use in performing this Agreement and may not be disclosed or copied unless authorized by Client in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Service Provider’s breach of this Agreement; (b) is obtained by Service Provider on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Service Provider establishes by documentary evidence, was in Service Provider’s possession before Client’s disclosure hereunder. Upon Client’s request, Service Provider shall promptly return all documents and other materials received from Client. Client shall be entitled to injunctive relief for any violation of this Section. Service Provider shall be responsible for the breach of this Agreement by any of its employees, contractors, or agents.  6. Term, Termination, and Survival. 1. This Agreement shall commence as of the Effective Date and shall continue thereafter for a period of twelve months unless sooner terminated pursuant to Section 6.2. 2. Client, in its sole discretion, may terminate this Agreement at any time without cause and without liability except for required payment for services rendered and reimbursement for authorized expenses incurred, before the termination date, by providing at least 15 days prior written notice to Service Provider. 3. Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: (a) deliver to Client all documents, work product, and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Client has paid; (b) return to Client all Client-owned property, equipment, or materials in its possession or control; (c) remove any Service Provider-owned property, equipment, or materials located at Client’s locations; (d) deliver to Client all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Client’s Confidential Information.The rights and obligations of the Parties set forth in this Section 6 and Section 4, Section 5, Section 7, Section 9, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 5 hereof will survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of Service Provider or its affiliates and its or their employees, officers, directors, shareholders, agents, attorneys, accountants, and financial advisors 7. Independent Contractor. 1. It is understood and acknowledged that the Services which Service Provider will provide to Client hereunder should be in the capacity of an independent contractor and not as an employee or agent of the Client. Service Provider shall control the conditions, time, details, and means by which Service Provider performs the Services. 2. Service Provider has no authority to commit, act for, or on behalf of the Client or to bind the Client to any obligation or liability. 3. Service Provider shall not be eligible for and shall not receive any employee benefits from Client and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by Service Provider hereunder. 8. Compliance with Law. Service Provider complies with and shall comply with all applicable laws, regulations, and ordinances. Service Provider has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. 9. Entire Agreement. This Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior. Contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter, including the Proprietary Rights Agreement entered into as of May 14, 2019, which is hereby terminated and has no further force or effect. 10. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 101.

Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 2. Amendments. No amendment to this Agreement is effective unless it is in writing and signed by each Party. 3. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 4. Assignment. Service Provider shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the Client's prior written consent. Any purported assignment or delegation in violation of this Section 14 shall be null and void. No assignment or delegation shall relieve the Service Provider of any of its obligations hereunder. Clients may at any time assign or transfer any or all of their rights or obligations under this Agreement without Service Provider’s prior written consent. 5. Successors and Assigns. This Agreement is binding on and ensures to the benefit of the Parties and their respective successors and permitted assigns. 6. Choice of Law. This Agreement and all related documents are governed by and construed in accordance with the laws of the State of Utah. 7. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 10, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.