This Services Agreement (the “Agreement”) sets forth terms under which RapDev, LLC a Massachusetts Limited Liability Company, with a place of business at 6 Liberty Square, PMB #445, Boston, MA 02109 (“Company”) shall provide services to Client Name, a Client's State, Type of Entity, Address (the “Client”). This Agreement is effective as of the date on which Client first executes a Statement of Work with Company or otherwise receives Services (‘Effective Date’).

1. Services

‍Company shall provide Type of Services Provided Under This Agreement services for purposes of Purpose of Services (“Services”) to the Client as described on one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”). Company shall perform Services in a prompt manner and have the final service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner.

2. Contract Price

‍For performance of the Services and rendering the Deliverable, Client shall pay to Company all fees due under the applicable SOW.

3. Deposit

‍As specified in the individual SOWs, an initial payment (the “Deposit”) is due to the Company at signing and is non-refundable.

4. Dates of Performance

‍Unless explicitly outlined in subsequent SOWs, Company will begin performing services 4-8 weeks after receipt of the signed Agreement. Unless agreed upon in writing by Company and Client, Company will complete Services by the Completion Date. Deliverable shall be furnished to Client within 1 week of final payment for the Services.

5. Change in Services

‍If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Company and the Client. If additional SOW are executed, then Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW.

6. Payment of Services

‍In exchange for Company’s Services under this Agreement, the Client shall pay Company in line with the contract price and payment schedules outlined in subsequently agreed upon SOWs. Company will submit a final invoice to Client for all services rendered by the Services Completion Date. All payments are due within 30 days of Client’s receipt of invoice. Client shall pay travel and other agreed upon expenses incurred by Company in performing the Services. In the event of a good faith dispute with regard to an item appearing on an invoice, Company shall have the right to withhold the Deliverable while the parties attempt to resolve the disputes.

7. Representations and Warranties

7.1 Company’s Representation: Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.

7.2 Client’s Representation: Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.

7.3 Warranty Disclaimer: EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Ownership of Deliverables.

“Intellectual Property Rights” means any and all (a) rights associated with works of authorship, including but not limited to copyrights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents and (c) all other intellectual property rights in any jurisdiction throughout the world. To the fullest extent permitted by law, Company retains ownership in all Intellectual Property rights of the Deliverable. Upon full payment of the deliverable, Company grants Client a perpetual, non-exclusive and non-transferable license to use, copy, reproduce, display, or distribute the Deliverable. Client shall retain sole ownership of all Intellectual Property Rights in connection with any original material it provides to Company for use within the Deliverable. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverable, work in process, and other components that comprise the Deliverable or work in process.

9. Confidentiality Obligations.

‍Each Party agrees on its own behalf and on behalf of its representatives to transmit, store, use, and disclose confidential information in accordance with this Agreement. Unless expressly permitted in this Agreement, the receiving party may not disclose the disclosing party’s confidential information except to its representatives on a need-to-know basis for purposes of the Agreement and may not use the confidential information except as is necessary to perform under this Agreement or to fulfill its purpose. Receiving party will be responsible for any breach of confidentiality or unauthorized disclosure of confidential information by any such representative.

The receiving party: shall not reproduce or copy the confidential information in whole or in part, except as required to perform, authorized in this Agreement, or when requested by the disclosing party; shall, at the disclosing party’s written request, return or destroy, providing a certificate of destruction, the confidential information; may disclose the confidential information when compelled by judicial action or government regulation or request, provided that: the receiving party provides prompt written notice of such government or judicial action to the disclosing party, affording the disclosing party a reasonable opportunity to respond and protect its confidential information prior to disclosure by the receiving party, to the extent permitted by law; and the receiving party limits the disclosure to the minimum necessary to comply with the judicial action or government regulation or request; will take all reasonable measures necessary to protect the secrecy of, and prevent unauthorized access of, any and all confidential information in order to prevent such information from falling into the public domain or the possession of any third party not authorized access to such information under this Agreement. Such measures shall include, as a minimum, the same degree of protection and care, so long as such degree of protection and care is not less than reasonable care, which the receiving party uses to safeguard its own confidential information .

Both Parties acknowledge that all confidential information is considered to be sensitive, non-public, confidential or proprietary in nature, and may include trade secrets. As a result, both Parties agree that any breach or threatened breach of confidentiality obligations on the part of one Party may cause the other Party irreparable harm. In addition to any and all remedies at law, the disclosing party may be entitled to injunctive relief, and the receiving party agrees not to contest such requests for equitable relief.

The provisions of this section shall survive the termination of this Agreement. The receiving party and its representatives may to the extent required by applicable law, governmental authority or legal process maintain one copy of the confidential information and shall not be required to erase, destroy or return any automatically created archival or backup copies contained on computer systems or other electronic forms or information retention processes, material or equipment that are not readily accessible.

10. Non-Solicit

‍Each Party agrees, that for the term of this Agreement and for an additional year following the termination of this Agreement, to not, directly or indirectly, solicit, entice away, and endeavor to employ or employ any employee or other representative of the other party without the other party giving its written consent thereto.

11. Indemnification

‍Each Party shall defend against suits, claims and demands and shall indemnify and hold harmless the other, its corporate affiliates and their respective officers, directors, employees, and agents and their successors and assigns against and from any and all losses, liabilities, damages, and expenses (including, without limitation, reasonable attorneys’ fees) included in a settlement (between the indemnifying Party and a Third Party) of such suits, claims or demands, or awarded to a Third Party by a court or appropriate administrative agency of competent jurisdiction, including without limitation, those based on contract or tort arising out of or in conjunction with, but only to the extent that such losses, liabilities, damages, claims, demands, and expenses arise out of or in connection with, (i) personal injury (including death) or damage to tangible property arising from the negligent or intentional acts or omissions of the indemnifying Party or its subcontractors, or the officers, directors, employees, agents, successors and assigns of any of them during the term of this Agreement

12. Insurance

‍Company will at all times maintain adequate comprehensive general liability in an amount of not less than Five Million Dollars ($5,000,000) combined single limit coverage and not less than Five Million Dollars ($5,000,000) of Professional Errors and Omissions Insurance. Further, Company will procure and keep in force policies of workers compensation insurance in amounts as required by statute. Such policies of liability insurance will be from insurers acceptable to Client and will be endorsed: (i) to provide that said insurance will be primary insurance and to acknowledge that any other insurance policy or policies of Client will be secondary or excess insurance notwithstanding any provisions in such policies regarding other insurance; and (ii) to name Client as additional insureds. Prior to the execution of this Agreement, Company will deliver a satisfactory certificate evidencing such insurance coverage to the address specified by Client.

13. Limitation of Liability

‍EXCEPT FOR (a) BREACH OF EACH PARTY’S CONFIDENTIALITY OBLIGATIONS HEREUNDER; OR (b) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (i) NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR SIMILAR DAMAGES, INCLUDING LOST PROFITS OR REVENUES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM; AND (ii) THE AGGREGATE LIABILITY OF EITHER PARTY OR ITS AFFILIATES UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE HEREUNDER DURING THE TERM.

14. Independent Contractor

‍The relationship between the Company and Client in the performance of the Services shall be strictly that of an independent contractor, irrespective of any terms used for the Parties in this Agreement. Company Personnel performing Services under this Agreement will at all times be under Company’s exclusive direction and control and will be Company’s (or its approved subcontractor’s) employees and not employees of Client. Company will be solely responsible for payment to its consultants, employees and agents of the salaries and/or other compensation and matters relating thereto (including if applicable the withholding and or payment of all taxes, employment insurance, pension, social security and other payroll taxes), worker’s compensation, disability benefits and all such additional legal requirements of like nature that would apply. Company shall provide Client such assurances and evidence of Company’s compliance with this Section as Client may reasonably request.

Company will have responsibility for compliance with all applicable labor laws, regulations and similar rules set by a federal, state, international or local government or governmental agency. Company will be responsible for all immigration, visa, work permit, and tax matters for all Company Personnel.

15. Compliance with Laws

‍Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection.

16. General

‍Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required.

17. Choice of Law

‍This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of Massachusetts and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in Boston, Massachusetts, and each party irrevocably submits to the jurisdiction and venue of such courts.

18. Remedies

Company reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Company’s favor.

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