Terms of Agreement In consideration of the mutual promises and covenants in this Agreement, the parties agree as follows, intending to be legally bound: 1. Incorporation of Recitals. The recitals set forth above are acknowledged by the parties to be true and correct and are hereby incorporated as terms and conditions of this Agreement. 2. Services. During the term of this Agreement, adaQuest will provide professional and IT Services to Client. 3. Termination. adaQuest or Client may terminate the services under this Agreement at any time with 30 days written notice. Upon termination notice, there shall be a early termination fee in the amount of 50% of the remainder of the contract in the moment of the termination. 4. 6 Month Trial Period Offer. The six-month trial period is provided to Client for six consecutive calendar months at no cost with a one-year agreement. The six-month trial offer includes C-SOCaaS services only and does not include other support plans or projects. After the six-month trial period, adaQuest or Client may terminate the services under this Agreement at any time with 30 days written notice. Upon termination notice, there shall be an early termination fee in the amount of 50% of the remainder of the contract in the moment of the termination. 5. Status of Parties. adaQuest agrees and acknowledges that it is an independent Supplier and Provider of Client and that neither adaQuest nor any of adaQuest’s Consultants shall be considered an employee or agent of Client. It is further agreed that nothing in this Agreement shall be construed to create a joint venture, partnership, association or other affiliation between the parties. It is agreed that this relationship is and shall remain that of independent parties to the contractual relationship set forth in this Agreement. 6. Warranty. adaQuest represents and warrants that it and its Consultants will provide services under this Agreement and any related Work Orders or Statements of Work in accordance with the highest accepted industry standards. 7. Confidentiality. adaQuest acknowledges that during the course of performing this Agreement and related Work Orders, it may have access to Client’s trade secrets and confidential information. adaQuest agrees that all such information shall be used only to accomplish the project and fulfill its obligations under this Agreement and any related Work Orders, and for no other purpose. adaQuest agrees that they shall in no manner reveal or disseminate such information to any third party. adaQuest understands that such trade secrets and confidential information shall include all past, present and/or future plans, provisions, designs, forms, formats, procedures, methods and other information relating to adaQuest and Client’s technology, technical data, products, patents, copyrights, research and development programs, legal and marketing data and other technical and business information. Confidential information and trade secrets do not include: (i) information already known to adaQuest on the date of this Agreement and was obtained without any breach of confidentiality of other parties; (ii) information which is or becomes part of the public domain through no fault of adaQuest ; and (iii) information which is known or able to be ascertained by a non-party of ordinary skill in computer design and programming. 8. Non-Competition and Non-Solicitation. This Section shall be effective during the term of this Agreement and any renewals thereof, and for one year after the expiration of the initial period and any renewal periods, whichever is later. During the term of this Agreement and for one year following its termination, Client shall not offer any employment or other form of business agreement directly or indirectly either by itself or through its affiliates to any of individual employed or acting as consultant by adaQuest during the time of this Agreement or any related Work Order. During the above time period, adaQuest shall not offer any employment or other form of services directly or indirectly either by itself or through its affiliates to any of individual employed by Client. 9. Other Agreements. adaQuest represents that its execution, delivery and performance of this Agreement shall not violate any other employment, nondisclosure, confidentiality, consulting or any other agreement to which adaQuest is a party or by which it may be bound. 10. Priority. During the term of this Agreement, adaQuest shall allocate all reasonable and necessary resources to perform the services or a particular Work Order in an expedient manner until completion. adaQuest acknowledges that time is of the essence in the performance of services under this Agreement. 11. Assignment. Neither party may assign its rights and obligations under this Agreement and any related Work Order without the express written consent of the other party. 12. Severability; Governing Law; Choice of Venue. If any term or provision of this Agreement is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. This Agreement and any related Work Orders shall be governed by the law of the State of Washington, without regard to principles of conflicts of laws. Any legal action to interpret or enforce the terms of this Agreement or any related Work Orders shall be brought only in the state or federal courts, as applicable, located in Washington. 13. Enforceability. If any term or provision of this Agreement is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. 14. Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. 15. Entire Agreement. This Agreement shall supersede any and all existing oral or written agreements, representations, or warranties between Client and adaQuest It may not be amended except by a written agreement signed by both parties. 16. Time of the Essence. Time is of the essence of this Agreement and of the Parties’ obligations pursuant to this Agreement.