Aspire Master Services Agreement

This Master Services Agreement (this “Agreement”) is between Aspire Technology Partners, LLC with offices at 25 James Way, Eatontown, New Jersey 07724 (“us”, “our”, “we” or “Aspire”), and you, the entity who has agreed to the terms of a statement of work that is incorporated into this Agreement by reference (“you”, “your” or “Client”).  This Agreement will be effective as of the earliest date on which you enter into a statement of work with Aspire, and it will remain in effect until terminated as indicated below.

1. SCOPE OF SERVICES; SOW; PERSONNEL ASSIGNMENT.  
   1. Scope.  Client hereby engages Aspire to perform the services (the “Services”) and provide the deliverables (including, without limitation, Third-Party Products (as hereinafter defined) (the “Deliverables”) as set forth in the applicable statement(s) of work mutually agreed to in writing by the parties (each individually an “SOW, and collectively the “SOWs”), subject to the terms of this Agreement. In the event of any inconsistency between this Agreement and any SOW, this Agreement shall govern and prevail, unless such SOW expressly states that it shall govern and prevail with respect to a specific provision. Any such modification to a provision through a SOW shall apply solely to the specific SOW.    
   2. Personnel.  Aspire shall furnish competent personnel to perform the Services.  Aspire reserves the right to determine which of its personnel shall be assigned to perform the Services in whole or in part. Should Client become dissatisfied with the performance of any personnel of Aspire assigned to a specific project at Client, Client shall immediately notify and provide reasonable detail to Aspire of the unsatisfactory performance.  Aspire may replace or reassign such personnel at its discretion to address any concerns raised by Client. Client understands, any personnel change may extend delivery timeline for Services due to the necessary time to reasonably onboard personnel. 
2. FEES; PAYMENT.  
   1. Schedule. Client agrees to pay the fees described in each SOW. If the SOW does not include a fixed price fee schedule, then you agree to pay Aspire on a Time and Materials basis pursuant to Aspire’s standard hourly rate schedule, which will be provided to you prior to the commencement of Services. Client shall pay Aspire for the Services and Deliverables in accordance with the applicable invoice or SOW.  Invoices shall be paid within thirty (“30”) days after receipt of an undisputed invoice by Client.  
   2. Managed Services. Unless otherwise stated in a SOW, all fees with respect to managed services will be due and payable in advance of the calendar month in which the Services are to be provided to Client.  Payments made by ACH will be deducted from Client’s designated bank account on the first Business Day of the month in which the Services are to be provided.  
   3. Nonpayment. Aspire reserves the right, but not the obligation, to suspend part or all of the Services with prior notice to Client in the event that any portion of undisputed fees are not timely received by Aspire.   Notice of disputes related to fees must be received by Aspire within thirty (30) days after Client’s receipt of the applicable invoice; Client waives its right to dispute the fee thereafter. Any third-party fees, expenses, and charges must be paid by Client to Aspire.  A re-connect fee may be charged to Client in the event that Aspire suspends any Services due to Client’s nonpayment.
3. GENERAL REQUIREMENTS.
   1. System Configuration.  For the purposes of this Agreement, “System” means, collectively, any computer network, computer system, peripheral or device installed, maintained, monitored, or operated by Aspire pursuant to this Agreement.  Aspire’s fees are based upon the configuration of Client’s System as of the effective date of the applicable SOW.  If the System configuration changes for any reason, then Aspire may adjust the scope of Services and/or the fees charged to Client to accommodate those changes.  Devices will not receive or benefit from the Services while the devices are detached from or unconnected to the System.
   2. Licensing Rights. At all times, all software, hardware, or other third-party materials (individually and collectively, the “Client Licensed Products”) on the System must be validly licensed and Client grants Aspire all rights to access any applicable Client Licensed Products required for Aspire to perform the Services. 
   3. Third-Party Support.   Client shall maintain in effect active maintenance and support services with respect to all software and hardware within the scope of Services provided by Aspire. If, in Aspire’s discretion, a hardware or software issue requires manufacturer or vendor’s support, Aspire shall be authorized to contact the respective party on Client’s behalf and pass through to Client, without markup, all fees and expenses incurred in that process. 
   4. Maintenance; Updates.  If patches and other software-related maintenance updates (“Updates”) are to be provided by Aspire under a SOW, Aspire, using its commercially reasonable judgement, shall install those Updates based on manufacturer or vendor’s guidance. Aspire will not be responsible for any downtime or losses arising from or related to the installation or use of any Update, provided that Aspire installs such Update in accordance with the guidance.  
   5. Advice; Instructions.  Aspire may provide Client with specific advice and directions related to optimizing the Services or managing the administration of the System. Client may need to make additional purchases or investments in the System or the environment in which the System is maintained. Client shall be solely responsible for any costs associated with following Aspire’s advice and instructions. Failure to adequately take action on Aspire’s advice and instructions may result in delay, additional costs and impact the overall performance of the Services. 
4. ACCESS.  
   1. Access/Permissions.  Client hereby grants to Aspire the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the System, and all of Client’s devices, peripherals, software, systems, hardware, Third-Party Products and other devices that (i) are connected to the System to provide the Services.  It is Client’s responsibility to secure, at Client’s own cost and prior to the commencement of any Services, any necessary rights of entry, licenses, permits or other permissions necessary for Aspire to provide the Services.  Security arrangements and access for Aspire at the Client’s location is the responsibility of Client.   
5. LIMITED WARRANTIES; LIMITATIONS OF LIABILITY.  
   1. Aspire Services.  Aspire warrants that its Services hereunder will be performed by competent individuals in a professional and workmanlike manner conforming to generally accepted industry standards for such Services.  Any services performed by Aspire which are less than professional quality shall be corrected by Aspire without charge to Client, provided that Client provides Aspire with written notice and details of such defective performance within thirty (30) days after completion of the Services involved.  Aspire shall not be obligated to re-perform the services if the breach of the above warranty is the result of Client’s actions that prevent Aspire from full performance of the Services.  If Aspire is unable to correct the defective services to the reasonable satisfaction of Client, then Client shall have no obligation to reimburse Aspire for such defective services.
   2. Hardware / Software / Services Purchased Through Aspire.  All third-party hardware, software, services, peripherals, or accessories purchased through Aspire, including subscription licensing and maintenance services (“Third-Party Products”) are final and nonrefundable.  Client’s right to return hardware and software or terminate services of Third-Party Products is subject to the return policies and fees imposed by the applicable third-party.  Aspire will use reasonable efforts to assist Client in requesting or facilitating any approved returns of Third-Party Products. Aspire shall have no liability for the quality, functionality, or operability of any Third-Party Products. Aspire is not liable as an insurer or guarantor of the performance, uptime, or usefulness of any Third-Party Products.  As between Aspire and Client, all Third-Party Products are provided “as is” and without any warranty whatsoever.  
   3. Warranty Application.  Notwithstanding any provision to the contrary in this Agreement, any warranty provided by Aspire shall be deemed null and void if the applicable hardware or product is (i) altered, modified or repaired by persons other than Aspire, including, without limitation, the installation of any attachments, features, or devices not supplied or approved  by  Aspire; (ii) misused, abused, or not operated in accordance with the specifications of Aspire or the applicable manufacturer, or, (iii) subjected to improper site preparation or maintenance by persons other than Aspire employees or Aspire’s  contractors.
   4. Disclaimers.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DELIVERABLES AND THE SERVICES ARE PROVIDED “AS IS,” AND ASPIRE DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES ON THE DELIVERABLES AND/OR SERVICES, INCLUDING ANY IMPLIED WARRANTIES, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM COURSE OF DEALING OR USE OF TRADE.  IN ADDITION, ANY CHANGES TO THE SYSTEMS ENVIRONMENT BY ANY PARTY OTHER THAN ASPIRE WHICH CAUSE A MALFUNCTION OR SYSTEMS FAILURE OR OTHERWISE IMPACT THE SERVICES OR DELIVERABLES SHALL NOT GIVE RISE TO ANY CLAIM WHATSOEVER AGAINST ASPIRE. 
   5. Liability Limitations.   EXCEPT FOR A BREACH BY A PARTY OF SECTION 9, In no event shall EITHER PARTY, its vendors, any providers of third-party products or services and each of their affiliates, officers, directors and employees be liable for any indirect, special, exemplary, consequential or punitive damages, costs of substitute goods or services, LOSS OF DATA OR INFORMATION, LOSS OF REVENUE OR PROFITS, arising out of or relating to this Agreement, any SOW, the Services, or the Deliverables, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT FOR ASPIRE’S OBLIGATION TO INDEMNIFY FOR THIRD PARTY CLAIMS PURSUANT TO SECTION 6, ASPIRE AND ITS AFFILIATES AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THE DELIVERABLES SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO ASPIRE OVER THE PRIOR TWELVE (12) MONTHS FOR THOSE SERVICES AND/OR DELIVERABLES PROVIDED BY ASPIRE (EXCLUDING ANY AMOUNTS PAID FOR THIRD-PARTY SERVICES AND/OR PRODUCTS) CONNECTED TO THE SOW APPLICABLE TO SUCH CLAIM. EACH OF ASPIRE’S VENDORS AND PROVIDERS OF THIRD-PARTY PRODUCTS OR SERVICES AND EACH OF THEIR AFFILIATES AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOWS, THE SERVICES OR THE DELIVERABLES SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO SUCH VENDOR OR THIRD-PARTY PROVIDER FOR THE PRODUCTS OR SERVICES PROVIDED BY SUCH VENDOR OR THIRD PARTY PURSUANT TO THE SOW APPLICABLE TO SUCH CLAIM.  IN NO EVENT SHALL ASPIRE BE RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY PRODUCTS IN EXCESS OF THE AMOUNTS RECEIVED BY ASPIRE FROM THE APPLICABLE THIRD PARTY WITH RESPECT TO ITS THIRD-PARTY PRODUCTS FOR CLAIMS MADE WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS.  
   6. Data Loss. Under no circumstances will Aspire be responsible for any data lost, corrupted, or rendered unreadable due to (i) communication and/or transmissions errors or related failures, (ii) equipment failures (including but not limited to silent hardware corruption-related issues), or (iii) Aspire’s failure to backup or secure data from portions of the System that were not expressly designated in the applicable SOW as requiring backup or recovery services. Client is responsible for performing data backups of all Client-owned systems and implementing disaster recovery procedures to ensure data availability. 
6. INDEMNIFICATION.  
   1. Subject to the limitations set forth in Section 5.6 (Limitations of Liability), each party (an “Indemnifying Party”) agrees to indemnify, defend and hold the other party (an “Indemnified Party”) harmless from and against any and all damages award, fines and penalties incurred and settlement amounts agreed to by the Indemnifying Party (collectively, “Damages”) with respect to any third party claim of (a) the infringement, violation, or misappropriation of any third-party copyrights, patents, or other intellectual property rights with respect to any software or hardware provided by a party to be used in connection with the Services (except that this indemnity by Aspire does not apply to third party software and hardware provided pursuant to a Statement of Work or order); or (b) a breach of Section 9 (Confidentiality), provided that with respect to a breach of Section 9 a party’s obligation to indemnify for third party claims shall be limited to $1,000,000. In the event of any claim for which indemnification is available, the Indemnified Party shall give prompt written notice of any such claim to the Indemnifying Party; provided, however, that the failure to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. The Indemnified Party may participate in the defense of the claim with counsel of its own choosing, at its own cost and expense. The Indemnifying Party shall not enter into any settlement or resolution of any claim without the full release of the Indemnified Party from all liability. The characterization of damages awarded to a third party or agreed to in a settlement as consequential, indirect, punitive, or otherwise shall not affect a party’s obligation to indemnify pursuant to this Section 6. The Indemnifying Party shall be responsible for the costs and expenses of defending and settling any claim that the Indemnifying Party is responsible for indemnifying pursuant to this Section 6, including, without limitation, the Indemnifying Party’s attorneys’ fees, and court costs. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with the foregoing.
7. TERM; TERMINATION.  
   1. Term. This Agreement will commence as of the Effective Date and unless earlier terminated pursuant to this Agreement shall automatically renew annually for successive one-year terms unless either party provides written notice of termination at least thirty (“30”) days prior to annual anniversary of the Effective Date. Termination of the Agreement will be effective only after completion or expiration of all obligations under any active SOW.   Additionally, each SOW will have its own term, and will be terminated only as provided herein, unless expressly stated in the applicable SOW. The termination of one SOW shall not, by itself, cause the termination of (or otherwise impact) the status or progress of any other SOW between the parties except that if Aspire terminates an SOW for nonpayment, then Aspire, at its option, can terminate the Agreement and all SOWs in effect.  
   2. Termination Without Cause.  Either party may terminate the Agreement without cause on at least thirty (“30”) days’ notice to the other after expiration or termination of its obligations under the Agreement and any active SOW. Unless otherwise agreed by the parties in writing, no party will terminate a SOW without cause prior to the SOW’s natural expiration date. 
      1. Project Professional Services.  If Client terminates a SOW for project services without cause prior to the expiration of the SOW, then Client must provide at least thirty (“30”) days prior written notice and shall pay for the Services and Deliverables provided to the date such termination is effective. Client shall be responsible for all third-party expenses incurred and committed to by Aspire prior to the date termination is effective that cannot be avoided (“Hard Costs”).  Hard Costs include but are not limited to, licensing fees incurred by Aspire, out-of-pocket expenses, travel expenses, and the like.    
      2. Aspire Managed Services. If Client terminates a SOW with respect to Aspire’s Managed Services without cause prior to the expiration of the SOW, then Client must provide at least thirty (“30”) days prior written notice and will be responsible for paying the early termination fee described in the applicable SOW.  If no early termination fee is listed, then Client agrees to pay Aspire(a) for all Services and Deliverables provided to the date such termination is effective, (b) all Hard Costs incurred by Aspire in its preparation and provision of the Services to Client that cannot be avoided, and  (b) fifty percent (50%) of all remaining Managed Service fees that would have been paid to Aspire had the term not been terminated prior to the applicable expiration date. 
   3. Termination For Cause.  In the event that one party (a “Defaulting Party”) commits a material breach under a SOW or under this Agreement, the other party will have the right to terminate immediately this Agreement or the relevant SOW (a “For Cause” termination) provided that (i) the other party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within thirty (30) days of receipt of written notice of breach from the other party.  If Aspire terminates this Agreement or any SOW pursuant to this Section, then Aspire shall be entitled to receive, and Client hereby agrees to pay to Aspire, all amounts that would have been paid to Aspire had this Agreement or SOW (as applicable) remained in effect. 
   4. Additional Effect of Termination.
      1. Equipment / Software Removal.  Upon termination of this Agreement for any reason, Client will provide Aspire with access, during normal business hours, to Client’s premises or any other locations at which Aspire-provided equipment, software, or other materials (collectively, “Aspire Materials”) is located to enable Aspire to remove all Aspire Materials from the premises.  If Client fails or refuses to grant Aspire access as described herein, or if any of the Aspire Materials are missing, broken or damaged (normal wear and tear excepted) or any of Aspire-supplied software is missing, Client shall pay the full replacement value of any and all missing or damaged items immediately. Aspire shall have the right to furnish the necessary packaging materials, such as boxes, padding, labels, and any other materials required to ensure the safe and secure return of the Aspire Materials and Client shall be responsible to properly and safely package the Aspire Materials and promptly return such to Aspire.   
      2. Transition; Deletion of Data.  In the event that Client requests Aspire’s assistance to transition to a new service provider, Aspire will provide reasonable assistance if (i) all fees due and owing to Aspire are paid to Aspire in full prior to Aspire providing its assistance to Client, and (ii) Client agrees to pay Aspire its then-current hourly rate for such assistance, with up-front amounts to be paid to Aspire as may be required by Aspire.  For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords, log files, administrative server information, or conversion of data are transition services, and are subject to the preceding requirements. Unless otherwise expressly stated in a SOW, Aspire will have no obligation to store or maintain any of Client’s data in Aspire’s possession or control beyond five (5) calendar days following the termination of this Agreement.  
8. RESPONSE AND REPORTING WITH RESPECT TO MANAGED SERVICES.
   1. Response.  With respect to Aspire’s Managed Services, Aspire will provide the Services, and respond to any notification received by Aspire of any error, outage, alarm or alert pertaining to the System, in the manner and within the time period(s) designated in an applicable SOW (“Response Time”), except for (i) Scheduled Downtime, (ii) Client-Side Downtime, (iii) periods in which Aspire is required to suspend the Services to protect the security or integrity of Client’s System or Aspire’s equipment or network, or (iv) delays caused by a force majeure event.  In addition, Aspire’s ability to respond may be impacted by connectivity issues related to ISP or service provider network outages. 
   2. Scheduled Downtime.  For the purposes of this Agreement, Scheduled Downtime will mean those hours, as determined by Aspire but which will not occur between the hours of 8:30 AM and 5:30 PM EST, Monday through Friday without Client’s authorization or unless exigent circumstances exist, during which time Aspire will perform scheduled maintenance or adjustments to its network.  
   3. Client-Side Downtime.  Aspire will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by Client’s actions or omissions.
9. CONFIDENTIALITY.  
   1. Defined.  For the purposes of this Agreement, Confidential Information means any and all non-public information of a competitive or commercially sensitive, proprietary, financial, trade secret nature, or information that involves or implicates privacy interests, including but not limited to customer data, customer lists, business and financial information, employee information, technology information, data, and any other information that the recipient should reasonably believe to be confidential given the circumstances.  Confidential Information will not include information that: (i) has become part of the public domain through no act or omission of a recipient, (ii) was developed independently by recipient, (iii) was in recipient’s possession prior to disclosure, or (iv) was provided to recipient, from a third-party who was not subject to an obligation of confidentiality with respect to such information.
   2. Confidentiality Obligations.  Each party acknowledges that certain information it will receive from the other party may be Confidential Information of the other party. Any party receiving Confidential Information shall exercise the same degree of care and protection with respect to the Confidential Information of the party disclosing Confidential Information that it exercises with respect to its own Confidential Information, but in no event less than a reasonable standard of care. Recipient and its personnel may only use the disclosing party’s Confidential Information to the extent necessary to fulfill its obligations under this Agreement. Neither party shall, directly or indirectly, disclose, copy, distribute, republish, or allow any third-party to have access to any Confidential Information of the disclosing party. 
   3. Data Privacy.  The parties acknowledges that in connection with the performance of Services under this Agreement, Aspire may have access to certain information of Client and its employees, contractors, customers, potential and prospective customers, and suppliers, which information may include personally identifiable information (collectively, “Personal Information”).  With regard to such Personal Information, Aspire will ensure that Personal Information is held strictly confidential and solely used for the purpose of the Services, subject to the Data Security provisions set forth below and in accordance with applicable privacy and data protection laws and regulations.   
   4. Data Security.   Aspire shall implement and maintain reasonable information security practices that include reasonable technical, administrative, and physical safeguards and practices for the security, integrity and confidentiality, and disposal of Confidential Information and Personal Information. Aspire shall use appropriate industry standard technology and practices including encryption, multi-factor authentication and access control. Aspire maintains multilayered, enterprise class network hardware and software (e.g., routers, firewalls, IDS/IPS, and load balancers) configured to appropriate industry standard practices for protection against and detection of common network attacks. In the event of a known Data Security Breach, Aspire shall, within two (2) days of discovery, notify Client of such Data Security Breach in writing, and shall promptly commence the investigation of the extent of such Data Security Breach.  A “Data Security Breach” means any security breach affecting Aspire which results in the use or disclosure of any of Client’s Confidential Information or Personal Information, not authorized by this Agreement, or not expressly authorized in writing signed by a duly authorized representative of Client.  The report shall identify to the extent known: (i) the nature of the unauthorized use or disclosure, (ii) the data or Confidential Information used or disclosed, and (iii) what corrective action Aspire has taken or shall take to prevent future similar unauthorized use or disclosure.  
   5. SOC 2 Report. Aspire shall retain a certified public accounting firm to perform an annual audit of the Services’ data protection features and to provide a SOC 2 Type II report, pursuant to the standards of the American Institute of Certified Public Accountants (the “AICPA”). Upon Client’s written request, Aspire will provide its annual SOC 2 Type II report.
10. THIRD PARTY PRODUCTS AND SERVICES.
    1. Third-Party Products and Services. All third-party software, hardware, and services (collectively “Third-Party Products”) are subject to the licensing terms provided with the Third-Party Products. Aspire makes no warranties or representations related to the ownership, use, or operation of any Third-Party Products. Client acknowledges and agrees that in Aspire’s performance of its Services, Client may be required to accept the terms of one or more third-party end user license agreements (“EULAs”). EULAs may contain service levels, warranties and/or liability limitations that are different than those contained in this Agreement. Client agrees to be bound by the terms of such EULAs and will look only to the applicable third -party provider for the enforcement of the terms of such EULAs. If, while providing the Services, Aspire is required to comply with a third-party EULA and the third-party EULA is modified or amended, Aspire reserves the right to modify or amend any applicable SOW with Client pursuant to Aspire’s continued compliance with the terms of the third-party EULA.  For additional clarity, any third-party maintenance or support services resold by Aspire are subject to the terms and conditions for such services, as identified by the third-party provider. Aspire is not a party to any such third-party terms and conditions which are solely between Client and the applicable third-party.
11. OWNERSHIP.  Each party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks, copyrights, and other intellectual property owned or licensed by such party, and nothing in this Agreement or any SOW shall be deemed to convey or grant any ownership rights in one party’s intellectual property to the other party.
12. MISCELLANEOUS.
    1. Assignment.  Neither this Agreement nor any SOW may be assigned or transferred by a party without the prior written consent of the other party.  This Agreement will be binding upon and inure to the benefit of the parties hereto, their legal representatives, and permitted successors and assigns. Notwithstanding the foregoing, either party may assign its rights and obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all the assets of the business of such party.
    2. Time Limitations. The parties agree that any action for any matter arising out of this Agreement or any SOW (except for issues of nonpayment by Client) must be commenced within six (6) months after the cause of action accrues or the action is forever barred.
    3. Subcontractors. Aspire may elect to subcontract a portion of the Services or use subcontractors to perform Services, provided that Aspire shall maintain responsibility for the performance of all Services and all Services and subcontractors are subject to the terms and confidentiality requirements set forth in this Agreement and any applicable SOW.  
    4. Severability.  If any provision hereof or any SOW is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity or unenforceability so that the remainder of that provision and all remaining provisions of this Agreement or any SOW will be valid and enforceable to the fullest extent permitted by applicable law.   
    5. No Waiver.  The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this Agreement, the temporary or recurring waiver of any term or condition of this Agreement, or the granting of an extension of the time for performance, will not constitute an Agreement to waive such terms with respect to any other occurrences. 
    6. Entire Agreement.  This Agreement, together with any and all SOWs, sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings related to the Services and may only be changed by written agreement signed by both parties.  Aspire will not be bound by any terms or conditions printed on any purchase order memorandum, or other written communication between the parties.    Aspire will not be bound by any agents’ or employees’ representations, promises or inducements not explicitly set forth in the Agreement or an SOW. In the event of any inconsistency between this Agreement and any SOW, this Agreement shall govern and prevail, unless such SOW specifically and expressly states otherwise.
    7. Force Majeure.  Neither party shall be liable for delays or failures to perform its obligations due to force majeure events, including, but not limited to, governmental acts, natural disaster, act of a public enemy, acts of terrorism, riots, sabotage, strikes, pandemics, hacking, malware or virus-related incidents that circumvent then-current anti-virus or anti-malware software, natural disasters or acts of God. 
    8. Non-Solicitation.  Both parties agree that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, neither party, individually or in conjunction with others, will directly or indirectly solicit, any of the other party’s employees or subcontractors to discontinue or reduce the scope, or terminate their employment with the other party.  The parties agree that advertisements or solicitations that are posted in public forums and which do not target the other party’s employees or subcontractors will not be deemed to be a violation of the preceding restrictions. 
    9. Insurance.  Aspire agrees to maintain a general liability policy with a limit of not less than $1,000,000 per occurrence with a general aggregate of $2,000,000.  All insurance policies described herein will not be canceled, materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to the other party by certified mail.  
    10. Survival. Sections 5 LIMITED WARRANTIES; LIMITATIONS OF LIABILITY, INDEMNIFICATION, 8 CONFIDENTIALITY, 10 OWNERSHIP, 12.8 Non-Solicitation, and 12.9 Insurance shall survive the expiration and termination of this Agreement and the SOWS. In addition, the provisions contained in this Agreement that by their context are intended to survive termination or expiration of this Agreement will survive. 
    11. Governing Law.  This Agreement, SOWs, the Services and/or Deliverables will be governed by, and construed according to, the laws of the state of New Jersey, without giving effect to its conflict of laws provisions. 
    12. Usage in Trade.  It is understood and agreed that no usage of trade or other regular practice or method of dealing between the parties to this Agreement will be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.
    13. Business Day. If any time period set forth in this Agreement expires on a day other than a business day in New Jersey, such period will be extended to and through the next succeeding business day in New Jersey.  
    14. Notices; Writing Requirement.  Where notice is required to be provided to a party under this Agreement, such notice may be sent by overnight courier or email. Notice will be deemed delivered when delivered.
    15. Independent Contractor.  Each party is an independent contractor of the other, and neither is an employee, partner, or joint venturer of the other.  
    16. Export Control. Each party shall comply with all United States export laws and regulations and obtain all necessary licenses to comply with those export laws and regulations.  
    17. Counterparts.  The parties may sign and deliver this Agreement and any SOW in any number of counterparts, each of which will be deemed an original and all of which, when taken together, will be deemed to be one agreement.  Each party may sign and deliver this Agreement (or any SOW) electronically (e.g., by digital signature and/or electronic reproduction of a handwritten signature), and the receiving party will be entitled to rely upon the apparent integrity and authenticity of the other party’s signature for all purposes.