Statement of Work, Master Professional Services Agreement, Mutual Confidentiality Agreement - SADA Systems, Inc

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3.6 Consequences of Termination. If this Agreement or any executed Statement of Work is terminated in accordance with the terms of this Article, SADA will be entitled to receive payment for all Services performed before termination in accordance with the terms of this Agreement or the applicable executed Statement of Work, including the cost of any third -party licenses procured for Client that cannot be canceled. Termination of an executed Statement of Work will not affect any other executed Statements of Work then in effect. Termination of this Agreement will result in immediate termination of all executed Statements of Work then in effect. SADA PERSONNEL 4.1 Oversight and Responsibility. (A) SADA will assign an adequate number of SADA personnel to perform the Services. SADA personnel will be properly trained and fully qualified for the Services they are to perform. (B) SADA may utilize subcontractors and SADA affiliates to perform the Services, and elements of the Services may be performed from locations outside the United States. SADA will provide written notice to Client of the identities of any subcontractors hired to perform the Services. (C) SADA will be responsible for the appropriate oversight and supervision of all SADA employees and any subcontractors who perform Services hereunder, each considered "SADA personnel" for purposes of this Agreement. SADA will remain responsible for any Services performed by subcontractors to the same extent as if SADA performed such Services itself. 4.2 Non -Solicitation. From the effective date of the applicable executed Statement of Work until 12 months after completion of its obligations under such executed Statement of Work, a Party will not directly or indirectly solicit or seek to procure (other than by general advertising), without the prior written consent of the other Party, the employment of, (A) in the case of Client, SADA's employees engaged in the provision of the Services under such executed Statement of Work; and (B) in the case of SADA, any Client employees engaged in activities related to the Services, unless, in either case, such employee has resigned from working for or been terminated by the applicable Party. 5. PROPRIETARY RIGHTS 5.1 Client IP, As between Client and SADA, all right, title and interest in and to Client IP (as defined below) will remain the exclusive property of Client. To the extent necessary to provide the Services, Client hereby grants SADA, solely to provide the Services, a non-exclusive, non -transferable, fully paid -up and royalty -free, limited right to access and use Client IP; provided that the rights granted to SADA hereunder will automatically expire effective upon the date that SADA ceases, for any reason, to provide the applicable Services. For purposes of this Agreement, "Client IP" means (A) software and tools, (B) processes, procedures and methodologies, (C) formulas, templates and formats, and (D) documents and other written materials, whether proprietary to Client or licensed to Client from third parties (other than SADA), that are provided to SADA by Client in order for SADA to provide the Services and fulfill its obligations under this Agreement. 5.2 SADA IP. (A) As between SADA and Client, all right, title and interest in and to SADA IP (as defined below) will remain the exclusive property of SADA. Except to the extent that the Parties enter into separate license agreements with respect to any software or other products provided by SADA (in which case such products will be governed by the terms of those license agreements), SADA hereby grants to Client a perpetual, non-exclusive, worldwide, fully paid -up and royalty -free license to access and use (and to allow third parties to access and use solely for the benefit of Client) the SADA IP, for no additional consideration to the extent necessary to receive or use the Services or any deliverable. Notwithstanding the foregoing, if a Statement of Work: (i) provides for Services and deliverables to be provided to Client on a trial or pilot basis, Client's license to access and use any SADA IP necessary to receive or use the Services or deliverables provided as part of such trial SADA Master Professional Services Agreement 3 Version 4.26.17