WHEREAS, Infused Innovations has the capability and capacity to provide product support and consulting services; and WHEREAS, Customer desires to retain Infused Innovations to provide the said services, and Infused Innovations is willing to perform such services under the terms and conditions hereinafter set forth; 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, Infused Innovations and Customer agree as follows: 1. Services. Infused Innovations shall provide to Customer the services (the “Services”) set out in one or more statements of work to be issued by Infused Innovations and accepted by Customer (each, a “Statement of Work”). The initial accepted Statement of Work is attached. Additional Statements of Work shall be deemed issued and accepted only if signed by the Infused Innovations Contract Manager and the Customer Contract Manager, appointed pursuant to Section 2 and Section 3.1, respectively. 2. Infused Innovations Obligations. Infused Innovations shall designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions: (i) a primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the “Infused Innovations Contract Manager”), and (ii) a number of employees or contractors that it deems sufficient to perform the Services set out in each Statement of Work, (collectively, with the Infused Innovations Contract Manager, “Provider Representatives”). 3. Customer Obligations. Customer shall: 3.1 Designate one of its employees to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Customer Contract Manager”), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed. 3.2 Require that the Customer Contract Manager respond promptly to any reasonable requests from Infused Innovations for instructions, information or approvals required by Infused Innovations to provide the Services. 3.3 Cooperate with Infused Innovations in its performance of the Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable Infused Innovations to provide the Services. 3.4 Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Infused Innovations’ provision of the Services. 4. Fees and Expenses. 4.1 In consideration of the provision of the Services by the Infused Innovations and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in the applicable Statement of Work. Payment to Infused Innovations of such fees and the reimbursement of expenses pursuant to this Section 4 shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable Statement of Work, said fee will be payable within 15 days of receipt by Customer of an invoice from Infused Innovations. 4.2 Customer shall reimburse Infused Innovations for all reasonable expenses incurred in accordance with the Statement of Work if such expenses have been pre-approved, in writing or by electronic mail by the Customer Contract Manager, within 15 days of receipt by the Customer of an invoice from Infused Innovations accompanied by receipts and reasonable supporting documentation. 4.3 Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Infused Innovations’ income, revenues, gross receipts, personnel or real or personal property or other assets. 4.4 Except for invoices that Customer is disputing in good faith, all late payments shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Infused Innovations for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Infused Innovations does not waive by the exercise of any rights hereunder), Infused Innovations shall be entitled to suspend the provision of any Services if the Customer fails to pay any undisputed fees when due hereunder and such failure continues for 10 days following written notice thereof. 5. Limited Warranty. 5.1 Infused Innovations warrants that it shall perform the Services: (a) In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement. (b) Using personnel of commercially reasonable skill, experience and qualifications. (c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. 5.2 Infused Innovations’ sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be as follows: (a) Infused Innovations shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Infused Innovations cannot cure such breach within a reasonable time (but no more than 30 days) after Customer’s written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 8.2. (b) In the event the Agreement is terminated pursuant to Section 5.2(a) above, Infused Innovations shall within 30 days after the effective date of termination, refund to Customer any fees paid in advance by the Customer as of the date of termination for the Service or Deliverables (as defined in Section 6 below), less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination on a pro-rated basis. (c) The foregoing remedy shall not be available unless Customer provides written notice of such breach within 30 days after delivery of such Service or Deliverable to Customer. 5.3 INFUSED INNOVATIONS MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1 ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED. TO THE EXTENT THAT INFUSED INNOVATIONS PROVIDES SERVICES IN CONCERT WITH OR MAKE RECOMMENDATIONS CONCERNING THIRD PARTY SOFTWARE OR SERVICE SOLUTIONS PROVIDERS, SUCH THIRD PARTY SOFTWARE OR SERVICE SOLUTIONS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND BY INFUSED INNOVATIONS, EVEN IF INFUSED INNOVATIONS RECOMMENDED SUCH SOFTWARE OR SERVICE SOLUTIONS. SUCH THIRD PARTY MANUFACTURERS, SUPPLIERS, OR VENDORS MAY PROVIDE THEIR OWN WARRANTIES, AND INFUSED INNOVATIONS AGREES TO INFORM CUSTOMER, UPON REQUEST (1) THE MANUFACTURER OR SUPPLIER WHO IS RESPONSIBLE FOR THE WARRANTY (IF ANY) RELATING THERETO, AND (2) THE PROCEDURE TO OBTAIN ANY WARRANTY SERVICE THEREON, IF KNOWN BY INFUSED INNOVATIONS. 6. Intellectual Property. 6.1 Title to and ownership of all Infused Innovations’ Intellectual Property first developed or created by Infused Innovations prior to or under this Agreement and all proprietary rights therein shall at all times remain with Infused Innovations; however, Infused Innovations, subject to the payment by Customer of all charges related to the Services as specifically identified in the Statement of Work only and no other future charges or license fees, grants to Customer a worldwide, non-exclusive, non-transferable, royalty free, right and license to use such Intellectual Property furnished to Customer by Infused Innovations solely in connection with Customer’s business operations, without modification of any kind. Except and to the extent expressly provided in this Section 6, no license or other right is hereby transferred or granted to Customer, including any license by implication, estoppel or otherwise, under any patent, trade secret, trademark or copyright. As used herein, “Intellectual Property” includes, but is not limited to, any and all software, tools, databases, data, methodologies, systems, analysis, frameworks, practices (including processes and techniques) that are owned or developed by Infused Innovations regardless of when Infused Innovations acquired its rights in or to any of the foregoing. To the extent that Customer has or obtains any rights to any work product created by Infused Innovations, including any Intellectual Property rights, that are not wholly owned by Infused Innovations upon creation or embodiment, Customer hereby grants to Infused Innovations an exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the work product and Intellectual Property incorporated or used in the provisions of products and services under this Agreement. 6.2 Title to and ownership of all Customer Materials shall at all times remain with Customer. As used herein, “Customer Materials” means any documents, data, software and other materials provided to Infused Innovations by Customer. 7. Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential at the time of disclosure (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. 8. Term, Termination and Survival. 8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter, unless sooner terminated pursuant to Section 8.2 or Section 8.3. 8.2 8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven days or is not dismissed or vacated within 45 days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Is made to conform to Federal regulations or compliance changes that essentially make the implemented solution no longer compliant. (g) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 8.3 Notwithstanding anything to the contrary in Section 8.2(a), Infused Innovations may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder: (a) and such failure continues for 10 days after Customer’s receipt of written notice of nonpayment; or (b) more than 2 times in any 6 month period; 8.4 In the event both Parties wish to mutually terminate this Agreement, the date of termination shall be as agreed by the Parties without regard to the notice provision. In the event this Agreement is terminated, Infused Innovations shall work with Client to facilitate an orderly transition of work in progress, and shall deliver to Client copies of all documents and records or information to facilitate the transition and certify to the other Party in writing that it has fully complied with this obligation. 8.5 In addition to the foregoing, for any online services provided through Microsoft, Microsoft will retain Customer data that remains stored in a Microsoft online service in a limited function account for 15 days after expiration or termination of Customer’s subscription so that Customer may extract the data. After the 15-day retention period ends, Microsoft will disable Customer’s account and delete the Customer data within an additional 165 days, unless Microsoft is permitted or required by applicable law to retain such data or authorized through its agreement with Customer. Microsoft online services may not support retention or extraction of software provided by Customer. Neither Microsoft nor Infused Innovations will have any liability for the deletion of Customer data. 8.6 The rights and obligations of the parties set forth in this Section 8 and in Sections 6 and 7, 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. 8.7 This Agreement shall not be changed, modified, terminated or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or permitted assigns. 9. Loss of Data. At all times during the term of Customer’s online subscription, Customer will have the ability to access, extract and delete Customer data stored in each online service. In addition, Customer represents that it has established and regularly follows procedures for fail-safe backup of Customer’s data. Customer further explicitly agrees that Infused Innovations shall not be responsible for the integrity or existence of any data on Customer’s network or any individual computer of Customer. 10. Limitation of Liability. 10.1 10.1 IN NO EVENT SHALL INFUSED INNOVATIONS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT INFUSED INNOVATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 10.2 10.2 IN NO EVENT SHALL INFUSED INNOVATIONS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO INFUSED INNOVATIONS PURSUANT TO THE APPLICABLE STATEMENT OF WORK UNDER WHICH THE CLAIM AROSE. 11. Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. 12. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set forth in the preamble above (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 12. 13. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, 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. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 14. Amendments. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of each Party. 15. 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. 16. Assignment. Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Infused Innovations. Any purported assignment or delegation in violation of this Section 16 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Infused Innovations may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Infused Innovations’ assets without Customer’s consent. 17. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. 18. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. 19. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 20. Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Rhode Island, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Rhode Island. 21. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than U.S. District Court, District of Rhode Island or, if such court does not have subject matter jurisdiction, the courts of the State of Rhode Island sitting in Kent County, Rhode Island, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in U.S. District Court, District of Rhode Island or, if such court does not have subject matter jurisdiction, the courts of the State of Rhode Island. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 22. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. 23. 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. 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. 24. Force Majeure. Infused Innovations shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Infused Innovations including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 30 days, Customer shall be entitled to give notice in writing to Infused Innovations to terminate this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.