SOFTWARE AGREEMENT This Agreement (“Agreement”) between Carminati Consulting, Inc. (“Carminati Consulting” or “we”) and ________________________________. (“Customer” or “You”) (collectively “Parties”) is effective as of _________________ (“Effective Date”) and sets forth the understanding between Carminati Consulting, Inc. and Customer for the use of Immuware™ Software as a Service (“SaaS”) Software Platform (“Immuware” or “Software”), services and materials. The Parties executed a Statement of Work (“Statement of Work”) (attached as Exhibit A to this Agreement) which outlines the scope of the work to be performed by Carminati Consulting to set up and enable the use of Immuware. The Parties wish to license the Software on the terms and conditions in this Agreement. You may not access Immuware if you are a direct competitor of Immuware, except with Carminati Consulting’s prior written consent. 1. License. 1.1 Subject to the terms and conditions of this Agreement, and during the Term (as defined in the STATEMENT OF WORK), Carminati Consulting will provide you with a non-exclusive, non-transferable and revocable license to access and use the Software. Customer may use the Software only for purposes of performing Customer’s internal operations or Customer’s clients' business operations outsourced to you (“Licensed Uses”). In no event will Customer have the right to sub-license the Software to any third party or use the Software for any other purpose beyond the Licensed Uses. 1.2 Carminati Consulting restricts the Customer's duplication and use of the Software; it prohibits the Customer from licensing, sublicensing or transferring the software to a third party (except to a related party) without the permission and continued control of Carminati Consulting. You may not use the Software as part of a commercial time-sharing or service-bureau operation or in any other resale capacity. 1.3 Customer shall be responsible for any and all screening, filtering or other means to comply with applicable Federal, State or local laws and regulations regarding content passing to and from the internet and the Customer. 1.4 Except for the license rights granted under this Agreement, no other rights to Carminati Consulting or the Software are granted to you hereunder, and the Software is and will remain the sole and exclusive property of Carminati Consulting and its licensors, if any, whether the Software is separate or integrated with any other products, services or deliverables. 1.5 Access is limited to the version of the Software in its production environment. Carminati Consulting may from time to time, at its sole discretion, update the Software and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements. 1.6 Carminati Consulting will provide Customer online access to and use of the Software via the Internet by use of a Customer or user provided browser. The Software will be hosted on a server that is maintained by Carminati Consulting or its designated third party supplier or data center. Customer is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Software, including but not limited to Internet access and adequate bandwidth. 2. Ownership. Carminati Consulting retains all rights in and to the Software, including rights of ownership, trademarks, copyright, and any other associated intellectual property. All existing intellectual property rights in the Software and the associated goodwill inures to the sole benefit of Carminati Consulting. 3. Compensation. The Parties agreed to a cost, compensation, and fee schedule in the Statement of Work. Carminati Consulting will notify Customer in advance of any changes in pricing and fees as provided in the Statement of Work. 4. Term. This Agreement begins on the Effective Date and continues as stated on the STATEMENT OF WORK unless terminated earlier in accordance with the Statement of Work. If the Term spans several years and the Statement of Work specifies Annual Fees, then fees are due in each year ("Contract Year") or as otherwise specified. The Statement of Work will renew at the end of its Term as specified in the Statement of Work, unless Customer provides timely notice of nonrenewal as specified in the applicable Statement of Work. Unless otherwise provided in the Statement of Work, if Customer continues to use the Software beyond the Term, the Statement of Work will renew for another Term at increased annual rates, unless Customer gives Carminati Consulting 60 days’ prior written notice of termination. 5. Termination. 5.1 If you become dissatisfied with the Software because of substantial non-performance of the Software or Software Services, you shall give Carminati Consulting detailed written notice of such dissatisfaction. Carminati Consulting shall have thirty (30) days to cure the substantial non-performance after receipt of such notice. If Carminati Consulting fails to cure such substantial non-performance within such thirty (30) day period, you may terminate this Agreement and the applicable Statement of Work and Carminati Consulting will refund your total annual License fees paid in the year of termination pro-rated based on the number of months that have elapsed in the year of termination a basis starting as of at the end of the thirty (30) day cure period. 5.2 Either party may terminate the Agreement if: a) the other party breaches any material term or condition and fails to cure within thirty (30) days of written notice, or b) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership. 5.3 In the event of non-payment by the Customer, Carminati Consulting may, with notice, accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand. All accelerated future payments due under this Agreement shall be discounted to their net present value at a discount rate of 5% per annum from the day of default. If you fail to pay fees when due, then you shall also be liable for all fees due during the term of the Statement of Work Agreement. 5.4 In the event of non-payment by the Customer, Carminati Consulting reserves the right to restrict access to the Services. Customer agrees that such restrictions do not modify the amounts due under their Statement of Work. 5.5 Carminati Consulting reserves the right to suspend support services hereunder (without terminating this Agreement) in the following circumstances if as reasonably determined by Carminati Consulting: (a) Customer's requests for support are overly excessive or duplicative of prior requests for issues that have already been addressed by Carminati Consulting; (b) Customer's requests relate to the general use of the Services that are addressed via Carminati Consulting’s training and resources or which a person, using reasonable efforts, can perform after completing the Software training; or (c) Customer is abusive or offensive toward Carminati Consulting’s personnel. If Carminati Consulting suspends the support services hereunder due to any of the foregoing reason the Parties shall cooperate in good faith to agree upon a way to restore the support services as soon as possible. 5.6 Upon termination, cancellation or expiration of this Agreement by either party, Customer shall, without request by Carminati Consulting, immediately return all papers, materials and property of Carminati Consulting held by Customer. In addition, each party will assist the other in the orderly termination of this Agreement and in the transfer of all property, tangible and intangible, as may be necessary for the orderly, non-disrupted business continuation of each party. 6. Responsibilities of Parties. 6.1 You are responsible for any use of the Software, including without limitation for any data, materials and content (including the adequacy and accuracy thereof) uploaded to or transmitted using the Software by you or your employees or agents. 6.2 Customer represents and warrants that all data, materials and content ("Customer Data") it provides for use with the Software is owned by Customer or Customer otherwise has the right to provide such Customer Data to Carminati Consulting for use with the Software. Customer also represents and warrants that any use or transmission of Customer Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party. 6.3 The Software provides optional configurable integrations with various external third party software applications. Carminati Consulting is not responsible for any misconfiguration, data corruption or data loss in any external application resulting from the use of such integrations. 6.4 Customer will be responsible for providing an accurate data file to adhere to the template provided by Carminati Consulting. Carminati Consulting will be responsible for training Customer on the data import procedures. 6.5 Carminati Consulting will assign Customer user IDs and passwords that will enable you/your users to access the Software. You shall take all reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords, and you are solely responsible for any losses arising from another party’s use of such IDs and passwords, either with or without your knowledge. Each user ID is unique to the assigned individual and may not be shared with others, including other personnel of Customer. You agree that you will use the Software only for lawful purposes and in accordance with this Agreement. You shall not reverse engineer, disassemble or decompile the Software or cause or permit the reverse engineering, disassembly or decompilation of the Software. 6.6 Customer represents and warrants that it is not and will not provide the Software to any entity incorporated in or resident in a country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this Section 6.6 shall be deemed a material breach of this Agreement and Carminati Consulting may immediately terminate this Agreement. 7. Confidentiality. 7.1 Each party receiving Confidential Information hereunder ("Recipient") agrees that: a) it will treat all Confidential Information of the other party with the same degree of care as such Recipient accords to its own Confidential Information, but in no case less than reasonable care; and b) it will not use, disseminate, or disclose to third parties any Confidential Information of the disclosing party ("Discloser"), except for the purpose of providing the Software Services and for any other purpose Discloser may authorize. 7.2 For purposes of this Agreement, "Confidential Information" means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, Customer Data, personally identifiable information (PII), technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by either party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other party or any of its employees or agents. 7.3 The terms and conditions of any order for Carminati Consulting software or services shall be deemed the Confidential Information of both Carminati Consulting and Customer. 7.4 Recipient will have no obligation with respect to any portion of the Confidential Information which: a) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public; b) was acquired by Recipient before receiving such information from Discloser and without restriction as to use or disclosure; c) is hereafter rightfully furnished to Recipient by a third party, without restriction as to use or disclosure; d) is information that was independently developed by Recipient without reference to Confidential Information received hereunder; or e) is disclosed with the prior written consent of Discloser. 7.5 Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided that it gives Discloser reasonable advance notice sufficient to contest such requirement of disclosure, unless Recipient is prevented from providing such notice by the government agency or operation of law. 8. Ownership and Use of Data. 8.1 During the Term of the Agreement, Customer grants to Carminati Consulting a limited, non-exclusive right to use the Customer Data and to disclose Customer Data to third party service providers including but not limited to, integrated public health and specialized registries for Carminati Consulting to operate the Software as expressly designated in any Statement of Work. 8.2 Customer retains any and all rights it may possess to Customer Data provided by Customer to Carminati Consulting or collected from others by Carminati Consulting on behalf of Customer. Such Customer Data will only be used by Carminati Consulting as reasonably required for providing the Software as contemplated hereunder and in accordance with the Carminati Consulting Information Security Policy, and all applicable data privacy laws and regulations laws (collectively, "Data Privacy Policy and Rules"). Both parties agree to comply in all material respects with the Data Privacy Policy and Rules and will provide such help and cooperation as is reasonably necessary or requested to the other to comply with the same. 8.3 Subject to the terms of this Section, Customer acknowledges and agrees that Carminati Consulting may use all data inputted into or collected by the Software, including but not limited to data related to Software utilization and Customer Data, on a historical, aggregated and anonymous basis (collectively, “Aggregate Data”) in compliance with all applicable laws and Carminati Consulting’s Privacy Policy to provide the Software to Customer. Aggregate Data shall not identify Customer as the source of any specific data, pattern or finding, nor shall it include any Sensitive Personal Information entered or stored in the Software or its databases. Carminati Consulting shall maintain appropriate security measures for all Aggregate Data in accordance with the terms and conditions of this Agreement. 8.4 Unless we have your permission, Carminati Consulting will not disclose or share personally identifiable information (PII) collected in the Software with any third party (except as required by law, pursuant to a governmental request, or for the purposes of providing you the Software Services). Upon Customer’s written request made within thirty (30) days after the effective date of expiration or termination of this Agreement, Carminati Consulting will, provided Customer is not in breach of any of its obligations under the Agreement and upon Customer’s payment of the applicable fees, make available to Customer for download a file of Customer Data in its then current format. After such thirty (30)-day period, Carminati Consulting shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data maintained in its production systems, provided Carminati Consulting may retain encrypted offline copies of Customer Data on backup media for archival purposes for a reasonable period of time following expiration or termination of any STATEMENT OF WORK Agreement. 9. Warranties; Indemnification. EXCEPT AS OTHERWISE PROVIDED HEREIN INCLUDING SECTION 10.2 HEREOF, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CARMINATI CONSULTING DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE. CARMINATI CONSULTING DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE UNINTERRUPTED OR ERROR-FREE, AND THAT DEFECTS WILL BE CORRECTED. 10. Limitation of Liability. 10.1 DEFINITIONS “Software” means the Immuware™ software platform developed and licensed by Carminati Consulting and any related updates provided to the Customer. "Services" shall mean the work done by Carminati Consulting personnel in support of the Software, including but not limited to installation services, training, consulting, support, telephone support, and such other services as may be defined in an accepted Statement of Work. "Object/Compiled Code" shall mean the binary machine-readable version of the Software, the output of a compiler after processing source code. 10.2 SOFTWARE - Carminati Consulting warrants that, during the period specified under the Immuware Statement of Work Agreement commencement date to the Customer Term, the Software will perform in all material respects in accordance with the accompanying user guides, and the media on which the Software Product resides will be free from defects in materials and workmanship under normal use. CARMINATI CONSULTING DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED. With respect to any all products and/or services provided by Carminati Consulting, the Customer acknowledges and agrees that Carminati Consulting makes absolutely no warranties whatsoever express or implied, including warranty of merchantability or fitness, uptime, and operation and/or use of and Software or Services for any particular purposes. As a result, the Customer agrees that Carminati Consulting shall not be liable to the Customer for any claims, damages or compensations which may be suffered by the Customer, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, changes to data, inability to access any Software or Services, or inability to transmit or receive information, caused by, or resulting from, delays, non-deliveries, or service interruptions whether or not caused by the fault or negligence of Carminati Consulting. 10.3 Except with respect to liability arising from breach of Sections 8 or 11 or liability arising under Section 9, Carminati Consulting’s liability to you, your affiliates, registered agents, assignees, registrants or any third party claims, for claims seeking indemnity, or for any recoverable losses, damages, or litigation and attorneys' fees or costs arising under this Agreement including any Statement of Work shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under the Statement of Work Agreement during its then-current Contract Year at the time of the incident giving rise to liability. If no fee is paid to Carminati Consulting, Carminati Consulting does not retain any liability. 10.4 IN NO EVENT WILL CARMINATI CONSULTING OR THE SOFTWARE OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT BE LIABLE OR INDEMNIFY THE OTHER PARTY FOR: a) ANY DAMAGES CAUSED BY YOUR FAILURE OR THAT OF CUSTOMER’S CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS TO PERFORM THEIR RESPONSIBILITIES UNDER THIS AGREEMENT; b) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR c) ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, COST OF COVER, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF CARMINATI CONSULTING, THE SOFTWARE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.5 NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXCEPT AS MAY BE PAYABLE PURSUANT TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; (B) BODILY INJURY (INCLUDING DEATH) OR DAMAGE TO OR LOSS OF TANGIBLE PROPERTY; (C) ANY INFRINGEMENT AND/OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR (D) CLAIMS SUBJECT TO INDEMNIFICATION UNDER THIS AGREEMENT. 10.6 Carminati Consulting shall not be bound by any representations or statements on the part of its employees or agents whether oral or in writing including those made in catalogues and other promotional material. 10.7 These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement. 11. Sensitive Personal Information. 11.1 Notwithstanding any provision to the contrary in this Agreement, you acknowledge and agree that use of the Software may result in transmission, entry, processing or storage of Sensitive Personal Information (as defined below) and therefore you shall be responsible for any such use of the Software by yourself or your employees, agents or subcontractors. 11.2 "Sensitive Personal Information" shall be defined as: a) social security numbers; b) passport numbers or other government issued id numbers, date of birth and/or gender, except solely to the extent required by applicable regulations of the Department of Homeland Security or other government regulatory body; c) health or medical information, including, but not limited to, protected health information (“PHI”) as defined in the Health Insurance Portability and Accountability Act; and d) other information which a reasonable person would recognize as being highly sensitive, including but not limited to, financial account numbers, credit card numbers, and debit card numbers, with or without any required security code, access code, personal identification number or password, that would permit access to a financial account (but excluding, for avoidance of doubt, contact information such as name, mailing address, email address, and phone number). 11.3 Safeguards to Protect Sensitive Personal Information. In the event Sensitive Personal Information is captured, entered, stored in the Software, Carminati Consulting agrees not to use or disclose Sensitive Personal Information other than as permitted or required by this Agreement or as Required by Law. 11.4 Mitigation. Carminati Consulting agrees to mitigate, to the extent practicable, any damages or harmful effect that are known to Carminati Consulting due (whether directly or indirectly) to a use or disclosure of Sensitive Personal Information by Carminati Consulting in violation of the requirements of this Agreement. 11.5 Report Violation. Carminati Consulting agrees to report to Customer any use or disclosure of Sensitive Personal Information not permitted by this Agreement of which it becomes aware, including any such use or disclosure by any Subcontractor of Carminati Consulting. 11.6 Apply Same Restrictions to Subcontractors. Carminati Consulting agrees to ensure that any Subcontractor or third party service provider that creates, receives, maintains, or transmits Sensitive Personal Information, on behalf of Carminati Consulting, agrees to the same restrictions, conditions, and requirements that apply to Carminati Consulting with respect to such Customer Data. 11.7 Restrict Use or Disclosure of Sensitive Personal Information for Sale, Marketing or Fundraising. Carminati Consulting will not use or disclose Sensitive Personal Information for sale, marketing or fundraising. 11.8 Obligations of Customer Regarding Sensitive Personal Information. To the extent that it may substantially impact Carminati Consulting's use or disclosure of Sensitive Personal Information, Customer agrees to inform Carminati Consulting in writing of: any limitation in its Notice of Privacy Practices or Policies, any changes to or revocation of authorization with respect to Sensitive Personal Information or any restriction to a use or disclosure agreed to by Customer with respect to Sensitive Personal Information. 12. Notice. Any notice pursuant to this Agreement shall be in writing and shall be deemed to have been duly given (a) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (b) when delivered if delivered personally or sent by express courier service; (c) when transmitted if sent by a confirmed facsimile; or (d) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under this Agreement. 13. Non-solicitation. Customer agrees that you, your organization and affiliates, will not attempt to hire, or assist in hiring anyone currently employed by Carminati Consulting, except insofar as such recruitment results from a general solicitation of employment not specifically directed towards employees or subcontractors Carminati Consulting. You further agree that should such a situation occur; Carminati Consulting would be caused irreparable harm and be entitled to injunctive relief. 14. Proprietary Rights. 14.1 You acknowledge that Carminati Consulting, the Software or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Software, and any or all modifications to the Software, related documentation and marketing materials regardless of: a) whether such intellectual property notices appear on the materials; or b) whether such intellectual property notices have been filed with governmental agencies. 14.2 Nothing in this Agreement will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Services, or any intellectual property rights relating thereto. 14.3 You agree that you shall not disclose to anyone any proprietary or confidential or sensitive personal information which you may receive through the Software or Software Services which may have access to on the Software, and that you will not use any such information to compete against Carminati Consulting or the Software or reverse engineer our product offerings. No competitors or obvious future competitors are permitted access to the Software or Services, and any such access by third parties is unauthorized. 14.4 You agree that you will not copy, record, publish, compile, reproduce, republish, use or resell for any competing commercial purpose any information found in the Software or which you receive through our Services. 14.5 To the best of Carminati Consulting’s knowledge, all material published by Carminati Consulting’s on its web pages and other media properties, are done in full agreement with the original copyright owners (be that Carminati Consulting or another party). If you come across a situation where you suspect that this may not be the case, in accordance with the Digital Millennium Copyright Act (DMCA), we ask that you contact: Carminati Consulting, Inc. RE: Immuware 55 W. Monroe St. Suite 1655 Chicago, IL 60603 (312) 884-9054 info@carminaticonsulting.com You understand and agree that any third party data, content, materials or software ("Third Party Content") which may be published on Immuware or any other Carminati Consulting Sites or otherwise made available by Carminati Consulting may be subject to third party licenses, that such licenses may be altered or revoked at any time by the applicable third party licensor, and that removal or alteration of Third Party Content shall not constitute a breach of this Agreement. In addition, to the extent Carminati Consulting provides access to integrated third party systems through the Services ("Third Party Add-On") hereunder (as expressly designated in a Statement of Work) and such Third Party Add-On becomes unavailable to Customer due to termination or revocation by such third party prior to the expiration or termination of the Statement of Work, then Carminati Consulting may terminate Customer's access to the Third Party Add-On upon notice and such termination shall not constitute a termination or a breach of this Agreement or any Statement of Work. Access to Third Party Content (including Third Party Add-Ons) may require Customer to execute a separate third party service agreement ("Third Party Service Agreement"), and Customer understands and agrees that Carminati Consulting shall not incur any liability or have any responsibility with respect to performance or any other aspect of a Third Party Service Agreement. 15. Assignment. Except for assignment to a Party's affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other Party, neither Party may assign or otherwise transfer any right or obligation set forth in the Agreement without the other Party's prior written consent, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Carminati Consulting may subcontract the provision of Services in whole or in part to a Carminati Consulting affiliate. This Agreement will be binding upon the Parties' respective successors and permitted assigns. 16. Entire Agreement; Severability; Waiver. This Agreement supersedes any prior agreement or understanding between the Parties whether oral or written in relation to its subject matter. This Agreement may only be modified by a written amendment signed by authorized representatives of each Party, except for additional purchases. Any additional or conflicting terms contained in any Customer purchase order, proposal, quote or other document shall be deemed to be rejected by Carminati Consulting without need of further notice of objection, even if such document is acknowledged or accepted by Carminati Consulting and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding upon Carminati Consulting. The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions. Carminati Consulting’s failure to exercise or enforce any right, power or remedy under this Agreement shall not operate as a waiver thereof. 17. Force Majeure. Carminati Consulting will not be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, Distributed Denial of Service, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, criminals, failures or delays in transportation or communications, or any act or failure to act by Customer, its employees, agents, or contractors. The Parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of this Agreement. Carminati Consulting is not liable for excusable delay 18. No Third Party Beneficiaries. This Agreement is not intended to, and does not confer any rights, benefits or remedies upon any person other than the Parties. 19. Press Releases; Customer List. Customer agrees that Carminati Consulting may use Customer's name and logo to identify Customer as one of the Software’s Customers on Carminati Consulting or Immuware websites for the purposes of advertising and promoting the Software. Without limitation as a part of a general list of the Software’s customers, marketing, training or investment materials. Additionally, Customer agrees that Carminati Consulting may issue a press release identifying Customer as a Software Customer, subject to Customer's prior approval which will not be unreasonably withheld or delayed.   The Parties agree to the terms of this Agreement. Carminati Consulting, Inc. Dated: __________________ By (Signature): By (Printed Name): Brittany Carminati Title: President ________ CUSTOMER LEGAL NAME HERE Customer Address Here Customer Address Here Dated: ___________________ By (Signature): By (Printed Name): Title:   ATTACHMENT A Immuware Statement of Work This Statement of Work (SOW) is for the setup, configuration and maintenance of the Immuware™ software as a service (“SaaS”) solution for _________________. (“Customer”). This Statement of Work is for a three (3) year term (“Term”). This agreement will automatically renew for a period of one year with an annual licensing increase of up to 7% unless either party gives the other written notice of termination at least 60 days prior to the termination date. Discounted 3-year contract renewal terms are available. Immuware will be setup and configured with the following Immuware “Record Types”: Record Types (Custom Record Type Options Available) 1. Core Application License Core Application License Includes: • Access to___ record types as indicated above for up to ________ active workforce records (employees, contractors, volunteers, etc.). Current workforce level is approximately between ___________ personnel. • Web application & server maintenance • Upgrades • ___ annual support hours • One (1) requirement gathering session via web conference* • All upgrades during contract period • Automated email notifications to employees, supervisors or administrators • Customer’s branding and URL • Supervisor Access to reports and dashboards • Compliance dashboards and NHSN reporting • Employee compliance requirement setting (required, not required, preferred) • Secure Microsoft® Azure Cloud production hosting environment setup • One (1) web-based 2-hour training session* • One (1) User guide per role (Administrator, Supervisor, Clinician, Employee) 2. Immuware Licensing & Set Up Pricing* (Custom Pricing Available) *Above pricing is valid until ___________________. 3. Optional Items Optional functionality and integrations may be added anytime during the contract period. 4. Payment Terms 4.1 You agree to pay all fees and other charges in accordance with Immuware Statement of Work. All fees are due net thirty (30) days from invoice date. If you do not pay the fees or other charges when they are due, then a finance charge of two percent (2%) per month or the maximum rate allowed by law will be assessed. We will send the invoice to ____________________________ (email address(es)). 4.2 Setup, configuration, Year 1 annual licensing fees and optional items, if any, will be invoiced upon receipt of the signed initial Agreement. Years 2 and 3 fees will be invoiced on the 1st day of the month of the anniversary date of the Agreement signature date. 4.3 The fees are fixed for the initial Term of the applicable Statement of Work. Thereafter, Carminati Consulting reserves the right to increase such fees, at any time upon seventy-five (75) days prior written notice. 4.4 If you exceed the contracted level of services during the term of this Agreement, you will be charged as specified in your Statement of Work, or if not specified, using the then-current rates for the overage. Where no limits for usage of Services are explicitly given, limits will apply as specified by product earlier in this document. 4.5 Within the limits of the law, all claims will be limited to the amount of the invoice. Carminati Consulting retains copyright of all work performed until the invoice has been paid in full. If the Customer is not satisfied with any work performed, Carminati Consulting must be given an opportunity to correct the work performed before payment terms or rates are changed. 4.6 In the event of any conflict between the provisions contained in a Statement of Work and Software Agreement, the provisions in the Statement of Work shall govern and supersede any conflicting or inconsistent terms of the Software Agreement (provided, however, that the fact that a provision appears in a Statement of Work but not the Software Agreement but not the applicable Statement of Work, shall not be deemed to be a conflict for purposes of this sentence). 5. Data Integration & Historical Data Migration Requirements (Optional) 5.1 If Automated Data Integration Is Included (Optional): The Customer or Third-Party Vendor will be responsible for producing and securely providing a one-directional data flat file in a specified file format, as provided by Carminati Consulting. This element of the implementation is dependent on the Customer. • Human Resources (“HR”) or Personnel Data Integration – Customer’s HR system vendor or Customer’s Information Technology (“IT”) staff will work with Immuware to build the integration. The integration will provide supervisor-employee associations and employee hire and termination dates • For lab data that is to be integrated - Customer’s Lab Vendor may provide Health Level Seven (“HL7”) messaging from their lab systems. If HL7 Integration is not the preferred integration type, a flat file lab data export from the Customer’s lab vendor via Secure File Transfer Protocol (“SFTP”) will be required. • SFTP site setup may be required. Setup and hosting of the SFTP site by Immuware, on the Customer’s behalf, is offered, at no additional cost. 5.2 Initial Upload of Customer Data or Data Migration (Optional): The Customer will be responsible for creating and securely providing file(s) from the legacy or external system in a specific file format that is specified by the Immuware team. Please note: The Immuware team will upload up to three (3) iterations of the Customer’s data file(s) (e.g. personnel data or conversion data). If after three (3) versions have been tested the data file is still not correct, every iteration thereafter will be charged an additional cost of $800.00 each. 6. Other Costs (Custom table here) *License fee includes web-based training prior to Go Live. Any additional training and travel expenses for on-site training, including, but not limited to, airfare, hotel accommodations, car rental or ground transportation, will be billed at a reasonable cost and communicated to and approved by the Customer in advance. **Support hours may be used for minor configuration updates, help or training on how to use Immuware, identifying data issues, addressing Customer’s IT environment changes that impact Immuware, correcting data and user entries, password resets, training new administrators or new super users or customer requests that do not warrant a separate scope of work quote. Statement of Work quotes will be provided for complex enhancements or modifications for Customer approval prior to Carminati Consulting performing complex enhancement or modifications. 7. Customer Data Ownership Customer’s data within the Software remains Customer property during the Term of the Agreement and after termination. Upon termination of the Agreement, Customer data within the Software will be returned to Customer. Carminati Consulting will retain the data for thirty (30) days after termination and subsequently dispose of Customer data appropriately. To request a different retention period, Customer must provide written notification thirty (30) days prior to termination. 8. Customer Commitment In order to ensure the agreed upon timeline and cost are not exceeded, Carminati Consulting requests the following from the Customer’s project team: • Timely responses to requests, • Delivery of action items by agreed upon due dates. • Identification of a Customer primary contact person. Customer primary contact person will coordinate and review requirements and/or questions with Customer’s stakeholders. 9. Disclaimer A requirements document will be written and signed-off on by Customer as part of the Software implementation. Configurations will then be made as defined in the requirements document. Carminati Consulting may issue a change order for additional hours related to additional configurations, integration development, customizations or best practices consulting services resulting from: • Customer requested modifications to requirements once system configuration has been completed, • Customer requested modifications to workflows or organizational structure that impact the Immuware project’s timeline and/or level of effort, • Customer driven delays, of more than two (2) weeks, to the mutually agreed upon timeline defined during the Project Kickoff meeting.