SOLUTION SUBSCRIPTION AGREEMENT
MATRIX FOR INTEGRATION (MxI)

This Solution Subscription Agreement ("Agreement") is entered into on DATE, by and between CLIENT (“SHORT NAME”), having a principal place of business at ADDRESS, USA, and Empact IT Solutions, having a principal place of business at 7102 N. Sam Houston Pkwy W., Suite 350, Houston, TX 77064 ("EMPACT"). 

1)  Description of Matrix for Integration (MxI) 
Matrix for Integration (“MxI”) is an Integration-Platform-as-a-Service (iPaaS) solution distributed by EMPACT for use by its subscribers.  The subscription-based service will utilize standard and custom connectors to accomplish integration.

2)  Ownership
a.	CLIENT acknowledges and agrees that EMPACT is the owner of all rights, title, and interest in the MxI platform, even though parts of the solution may reside in the CLIENT network.
b.	EMPACT acknowledges and agrees that CLIENT is the owner of all business system data, integration, transformation, and resulting data.

3)  Restrictions
CLIENT shall not sell, transfer, publish, disclose, display, or otherwise make available the Software or copies thereof to others apart from those enterprises that are identified by EMPACT as part of this agreement.

4)  Term 
a.	This Agreement shall become effective upon execution by Subscriber and acceptance by EMPACT and shall remain in effect - for a minimum of twelve (12) months.
b.	Each Term shall automatically renew for subsequent periods of the same length as the initial Term unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term.

5)  Termination
a.	Either party may terminate this Agreement, after the initial twelve (12) month period, upon giving the other party thirty (30) days written notice of termination.  In such an event, CLIENT shall be liable for payment for all authorized use prior to the effective date of the termination.
b.	Upon termination by either party, CLIENT agrees to allow EMPACT to remove all computer programs, files, documentation, and related materials associated with MxI or provide adequate proof thereof.

6)  Subscription Rates, Fees, and Taxes 
The SUBSCRIPTION FEE SCHEDULE (attached as Schedule A) sets forth the agreement between the parties as to subscription rates and fees. The subscriber agrees to pay all sales, use, value-added, personal property, or other taxes. 

7)  Copyrights 
Unless otherwise stated in writing by EMPACT, all content accessible on MxI is protected by copyright; always, it must be treated and protected as copyrighted material by Subscriber and Authorized Users. 

8)  Failure of Performance 
EMPACT shall not be liable for any delay, downtime, data error, or equipment incompatibilities, force majeure, or other failures of systems performance. EMPACT shall use commercially reasonable efforts to correct any material systems performance problems and may suspend systems performance pending completion of any correction. 


SCHEDULE A – SUBSCRIPTION FEE SCHEDULE

Monthly Subscription:    $795/month/for first two endpoints.  $295/month for each additional endpoint.
One-time Setup Fee:      $2,500
Custom Integrations:      Quoted	

Endpoint Definition:      Any system, database or repository included in the customer’s overall integration landscape.

Setup and Basic Monitoring:	 Setup of the Matrix for Integration customer instance, including user creation, database configuration, and basic monitoring of the integrations will be completed as part of the one-time setup fee.  

Integration development:    Each integration between endpoints will be developed at the request and direction of the subscriber and will be billed hourly under separate statements of work (SOW).  Additional integrations will affect pricing for the MxI subscription, based on the total number of endpoints.

Upgrades and Support:      All ongoing support, solution upgrades, and new releases are included in the cost of the subscription.  

Billing:	Subscriptions will be billed quarterly, in advance, at the beginning of January, April, July, and October of each calendar year.

Payment:    Net Thirty (30)