AI Solutions MSA Terms

1. Definitions

“Access Credentials” means login information, passwords, security protocols, and policies through which Users access the A.Team Products.
A.Team Products” means the products that are identified as the A.Team Products within any Order Form, if any, including as applicable the Assemble Platform. A.Team Products may be on-premise software or Hosted Services, as may be indicated in the applicable Order Form.
“AI Ops Services” means ongoing, managed support and optimization of the A.Team Products as part of the Customer AI Solution, encompassing the continuous monitoring, maintenance, refinement, and governance of the A.Team Products as integrated within the Customer AI Solution to facilitate optimized reliability, safety and alignment with Customer’s evolving business objectives for the Customer AI Solution.
“Assemble Platform” means A.Team’s proprietary technology and related Services that acts and / or performs as the orchestration layer within the Customer's AI Solution and that, among other things, coordinates and manages the interaction between Connected Systems; sequences and prioritizes the execution of tasks and workflows to achieve complex, multi-step objectives; and enforces the governance policies and operational guardrails under which the Customer's AI Solution operates.
“Confidential Information” means all written or oral information, disclosed by one party (the “Disclosing Party”) to the other (the “Recipient”), related to the business, products, services or operations of the Disclosing Party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential, including: (a) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, (b) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, employees, suppliers and agents, (c) information regarding the skills and compensation of the Disclosing Party’s employees, contractors, and other agents, and (d) the existence of any business discussions, negotiations, or agreements between the Parties.
“Customer AI Solution” means the Customer solution identified in the applicable Order Form as the Customer AI Solution which includes: (a) the A.Team Products as connected with (b) the Connected Systems which solution is designed to achieve Customer objectives as they are set forth in the applicable Order Form.
“Customer Content” means all information, content and other materials uploaded or made accessible into the A.Team Products by or on behalf of Customer, including any such information, content and other materials
"Connected Systems" means (a) proprietary Customer applications and systems and (b) third-party applications and systems, in each case that are connected to the A.Team Products via an API or similar technology by or at the request of Customer. Connected Systems commonly include large language models (LLMs) and data sources.
“Documentation” means text and/or graphical documentation that describe the features, functions and operation of the A.Team Products, which documentation may be specifications or product descriptions in any Order Form or in other materials that are designed to facilitate use of the Platform and are provided by A.Team to Customer in accordance with the terms of this Agreement, as the foregoing may be updated from time to time by A.Team.
“Feedback” has the meaning set forth in Section 2.
"Hosting Services" means the infrastructure and related services provided by A.Team to host and operate the A.Team Products in a cloud or managed environment to the extent that A.Team is responsible to perform such Hosting Services as part of the Customer AI Solution, as may be set forth in the applicable Order Form.
“Implementation Services” means the services designated as Implementation Services in any Order Form and for which Customer pays a separate fee. Implementation Services commonly include services necessary to connect the Connected Systems with the A.Team Products and to configure the A.Team Products and the connections to optimize the use of the Customer AI Solution.
“Malicious Code” means software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.
“Order Form” means a document signed by a representative of each party that states it is governed by this Agreement and that identifies the specific Service(s) and A.Team Products to be made available, the fees to be paid and other relevant terms and conditions. An Order Form may be identified as an Order Form, Statement of Work, or any similar name.
“Output” means any data, content, reports, documents, analyses, results, recommendations, suggestions or other materials generated or returned by the A.Team Products in response to or as a result of data, content, instructions, or queries submitted by Customer or its Users, including any derived versions of Customer Content produced through use of the A.Team Products. Output specifically excludes any pre-existing A.Team intellectual property contained in any Output (e.g., report templates, UX features, data visualization frameworks, trademarks, or collection of data fields) and any intellectual property used by A.Team to generate the Output other than the Customer Content or the Connected Systems.
“Restrictions” are any restrictions set forth in this Agreement, including as set forth in any Order Form, Section 2 and Section 3.4.
“Services” means, as applicable, the Hosting Services, the Implementation Services, the AI Ops Services and any other services provided by A.Team to Customer provided by A.Team for Customer’s benefit and that are governed by this Agreement.
“Subscription Term” means the term set forth in any Order Form during which Customer is permitted to use the A.Team Products(s).
“User” means any employee, agent, consultant, vendor, contractor or other representative of Customer who is authorized by Customer to access and use the A.Team Products, including users associated with entities that: (a) buy or sell debt to Customer or (b) collect debt on behalf of Customer.
“Term” has the meaning set forth in Section 10.

2. A.Team Products

2.1 Order Forms

Neither party will have any obligations under this Agreement with respect to any Services or the A.Team Products until the parties have executed an Order Form that describes, at a minimum, the Services to be performed, the fees to be paid, the subscription term, and such other material terms and conditions. Each Order Form, once executed, will be incorporated into and governed by this Agreement. For the avoidance of doubt, these Terms and Conditions alone does not obligate either party to purchase, provide, or pay for any Services or any A.Team Products.

2.2 Hosting Services Access Grant

If A.Team is performing Hosting Services in connection with any A.Team Products, subject to the terms and conditions contained in this Agreement, A.Team hereby grants to Customer solely during the Subscription Term: (a) a non-exclusive, non-transferable, right to access the applicable A.Team Products, solely for use by Users as part of the Customer AI Solution and solely for the internal use of Customer and (b) a non-exclusive, non-transferable and non-sublicensable right to make a reasonable number of copies of the Documentation solely in connection with the Hosting Services.

2.3 On-Premise License Grant

If the A.Team Product is designed to be hosted by Customer on-premises or otherwise within a Customer controlled environment, subject to the terms and conditions of this Agreement, A.Team hereby grants to Customer a non-exclusive, non-transferable (except as provided in Section 10.2), non-sublicensable right and license during the Subscription Term: (a) to install the A.Team Product and (b) to permit Users to use and operate the A.Team Product, in each case solely: (i) as part of the Customer AI Solution, (ii) subject to the Restrictions, (ii) in accordance with the Documentation and (iii) for Customer’s internal use and the internal use of Customer’s affiliates.

2.4 Continuous Development

The Parties acknowledge and agree that A.Team may continually develop, deliver and provide to Customer ongoing innovation to any A.Team Products in the form of new modules, features, functionality, capabilities and services. Accordingly, A.Team reserves the right to modify any A.Team Products from time to time. Some modifications will be provided to Customer at no additional charge. In the event A.Team adds additional functionality to the A.Team Products, A.Team may condition the implementation of such modifications on Customer’s payment of additional fees, and Customer will not be entitled to such new functionality unless Customer pays such fees, provided Customer may continue to use the version of the A.Team Products that A.Team makes generally available (without such features) without paying additional fees.

2.5 Feedback

Customer may, from time to time, provide suggestions, comments, or other feedback to A.Team with respect to the Platform and Services (collectively, “Feedback”). Both Parties agree that any Feedback is and will be given entirely voluntarily. A.Team will be free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit without payment or other obligation to Customer. Except with the written approval of Customer, no Feedback or any resulting product feature or function will be associated with Customer or User.

2.6 Cooperation

The parties acknowledge that successful and timely performance under this Agreement depends on good-faith cooperation from both sides. Each party agrees to reasonably cooperate with the other, provide timely access to necessary information, resources, and personnel, and perform its respective obligations under this Agreement, including any obligations identified as "Customer Obligations" or under a similar heading). To the extent that either party's delay or failure to perform its obligations materially impacts the other party's ability to perform, the affected party's corresponding deadlines and obligations will be extended by a reasonable period of time to account for such delay. As appropriate, the parties will meet on a periodic basis to ensure ongoing communication and support the successful performance and use of the Services.

3. Customer Responsibilities

3.1 Customer Content

(a) Accuracy, Quality and Legality

Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of the Customer Content and performance of the Connected Systems. This includes an obligation to ensure that all Customer Content does not infringe any third party intellectual property right, any right of privacy or publicity or contain any defamation. Customer will obtain all third party licenses, consents and permissions needed for A.Team to use the Customer Content as provided by Customer.

(b) License

Customer grants to A.Team a non-exclusive license to use the Customer Content and Output to provide the Services, A.Team Products, and improve A.Team products and services with the understanding that no customer, no individual, no item of Customer Content and no item of Output will be identifiable in connection with any improvement.

(c) Reservation of Rights

As between Customer and A.Team, except for the limited license granted to A.Team in these Terms and Conditions, Customer retains all right, title and interest, including all intellectual property rights, in the Customer Content and the Output. Except for the limited licenses and access grant provided to Customer in these Terms and Conditions, A.Team reserves all right, title and interest in its intellectual property and business including any A.Team trademarks, the A.Team Products and all improvements and modifications made to the A.Team Products and the Services.

3.2 Output

Customer will upload or otherwise make available to the A.Team Products certain Customer Content and will receive Output in response. As between Customer and A.Team: (a) Customer retains all ownership rights in the Customer Content and (b) to the extent permitted by applicable law, Customer owns the Output. A.Team hereby assigns to Customer all of A.Team’s right, title, and interest in and to the Output. A.Team disclaims that the Output will be accurate, legal or meet Customer’s needs. Customer is responsible to confirm the accuracy and usefulness of any Output and A.Team is not liable for any Customer act or omission resulting from its use of the Output. Due to the nature of the A.Team Products and the Customer AI Solution, Output may not be unique and other A.Team customers may receive substantially similar content from A.Team’s products and services. Output that is generated for A.Team or other A.Team customers are not considered Output and no use of such other output will be , or will be deemed, an infringement or misappropriation of the Output.

3.3 Connected Systems

Customer is responsible to ensure that Customer has the rights necessary to use the applicable Connected System as contemplated in this Agreement. Customer’s use of any third-party system that is a Connected System will be governed by the Customer’s agreement with the applicable third party provider. A.Team will not be responsible for any incompatibilities or degradation of performance that arise as a result of any Connected System. If A.Team determines, in its discretion, that a Connected System may impose risks to A.Team or the Services, or if any Connected System is or becomes technically or commercially impractical, A.Team may cease its support of such Connected System.

3.4 Restrictions

Customer will not, and Customer will not permit Users or any third party to: (a) use the Customer AI Solution, including the Services, A.Team Products, Customer Content or Output in a way that violates applicable laws or any third party rights; (b) adapt, alter, modify, improve, translate or create derivative works of the A.Team Products (with the understanding that this prohibition is not intended to prohibit Customer from modifying the Customer AI Solution other than the A-Team Products, for example, by changing Connected Systems), (c) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the A.Team Products or to otherwise obtain, scrape or distill any logic or algorithm contained within the A.Team Products; (d) use the A.Team Products to develop or improve any product, service or technology that could compete with the A.Team Products without the written approval of A.Team and (e) except as may be specifically provided in this Agreement or Documentation, provide any third party: (i) access to the A.Team Products or any benchmarking data related to the A.Team Products, including with respect to the Customer AI Solution pursuant to which the A.Team Products are a component or (ii) use the Services or the A.Team Products on behalf of any third party, including as part of a time-sharing, outsourcing, service bureau environment, managed service or any service that competes with the Services or A.Team Products or otherwise acts as a substitute for the Services or A.Team Products.

4. Fees & Payment

4.1 Fees

Each Party will pay all fees specified in the applicable Order Form.

4.2 Invoicing & Payment

Unless otherwise stated in the applicable Order Form: (a) all fees and charges are due net 30 days from the invoice date, (b) A.Team will invoice Customer regularly according to its then current standard practices, and (c) all payments made under this Agreement will be in United States dollars

4.3 Overdue Payments

Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at A.Team's discretion, late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. A.Team may suspend access to the Services if any amount due under this Agreement is not received by A.Team within thirty (30) days after it was due. A.Team will provide no less than 10 days written notice of such suspension and will not suspend if Customer cures the breach within such 10 day period.

4.4 Invoice Disputes

If Customer disputes in good faith any portion of an invoice or any other amount due under this Agreement, Customer will notify A.Team within thirty (30) days after receipt of the invoice with an explanation of the nature of the dispute. Unless a written notice of a dispute as to invoiced or due amounts is received by A.Team within such thirty (30) day period, the invoice or amount due will be deemed correct and payable in full by Customer.

4.5 Taxes

Unless otherwise stated in an Order Form, A.Team's fees do not include any local, state, federal or foreign taxes, levies or duties of any nature. Customer is responsible for paying all such taxes, excluding only taxes based on A.Team's income. If A.Team has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer to A.Team unless Customer provides A.Team with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.6 Accurate Customer Contact Information

Customer will keep A.Team informed with complete and accurate billing and contact information.

5. Confidentiality

5.1 Ownership

The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party.

5.2 Obligations

Each Party agrees as follows: (a) to use the Confidential Information only for the purposes described in this Agreement; (b) except as contemplated herein, that such Party will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (c) that neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party; (d) to restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (e) to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement.

5.3 Exceptions

The non-use and non-disclosure provisions of Sections 5.1 and 5.2 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make required court filings.

5.4 Remedies

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 6, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

6. Warranties & Disclaimers

6.1 Mutual Warranty

Each Party represents and warrants that it has the legal power and authority to enter into this Agreement and that it is and will remain in compliance with all applicable federal, state and local laws, rules and regulations applicable to it.

6.2 A.Team Products Warranty

A.Team warrants that the A.Team Products will perform in substantial accordance with the Documentation, with the understanding that Customer's exclusive remedy for any breach of the warranty, at A.Team’s option: (a) modification of the A.Team Products so that it conforms with the warranty or (b) if A.Team cannot substantially correct the breach within thirty (30) days after receiving written notice, terminate the affected Order Form, or portion of the Order Form, and pay to Customer a pro-rata refund of prepaid fees but unused fees.

6.3 Services Warranty

A.Team warrants that the Services it provides hereunder will be of a professional quality conforming to generally accepted industry standards and practices with the understanding that Customer's exclusive remedy for breach of the warranty will be, at A.Team’s option: (a) A.Team will re-perform the deficient Services in a manner that conforms to the warranty or (b) if A.Team cannot successfully reperform the Services in a manner that conforms with the warranty within thirty (30) days after receiving written notice, terminate the affected Order Form, or portion of the Order Form, and pay to Customer a pro-rata refund of prepaid but unused fees.

6.4 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ORDER FORM, A.TEAM EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OUTPUT ACCURACY, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT AND/OR ANY COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE.

7. Indemnification

7.1 By A.Team

A.Team will defend, indemnify and hold Customer harmless against any third-party losses, damages or liabilities (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Customer by a third party alleging that the A.Team Products when used as contemplated hereunder, infringes such third party’s U.S. patents issued as of the Effective Date, or infringes or misappropriates, as applicable, such third party’s copyrights or trade secret rights under applicable laws of any jurisdiction within the United States.

Notwithstanding the foregoing, A.Team will have no liability for any Claim under this Section 8.1 if such Claim is based on: (a) Customer’s or any User’s unauthorized use or combination of the Platform or A.Team Products with technology not provided by A.Team, including any Connected System; (b) modification of the A.Team Products by a Customer or any User; (c) the Customer Content, including any Business Rules and / or (d) the Output (each of (a), through (d) a “Customer Indemnity Responsibility”);

Infringement. If the Platform, A.Team Products or the Services are or, in A.Team’s opinion, are likely to become the subject of any infringement-related Claim, then A.Team will, at its expense and in its discretion: (a) procure the right for Customer to continue to use the Platform, A.Team Products or Services, as applicable or (b) modify or replace any such infringing material to make it non-infringing. If A.Team determines that neither of these alternatives is commercially practicable, then A.Team may terminate the Agreement and all outstanding Order Forms without further liability except that A.Team will refund to Customer any prepaid but unused fees. THIS IS A.TEAM’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM THAT THE SERVICES INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHT.

7.2 By Customer

Customer will defend, indemnify and hold A.Team, its affiliates, employees, officers, directors and shareholders harmless against any loss or damage (including reasonable attorneys' fees) incurred in connection with Claims made or brought by a third party based on: (a) Customer Indemnity Responsibility; (b) any User’s use of the A.Team Products not in accordance with the Documentation terms hereof or (c) any failure or alleged failure of the Customer to comply with any applicable law, rule or regulation, including, without limitation, all federal and/or state privacy laws.

7.3 Indemnification Conditions

Any indemnification obligations set forth in this Agreement will be subject to the following conditions: (a) the indemnified party will notify the indemnifying party in writing promptly upon learning of any claim or suit for which indemnification is sought; (b) the indemnifying party will have control of the defense or settlement, provided that the indemnified party will have the right to participate in such defense or settlement with counsel at its selection and at its sole expense; and (c) the indemnified party will reasonably cooperate with the defense, at the indemnifying party's expense.

8. Limitations

8.1 Limitation of Liability

IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE.

8.2 Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY NOT APPLY. IN NO EVENT WILL A.TEAM BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES.

8.3 Limitation of Action

Except for actions for non-payment or breach of either Party's intellectual property rights, no action (regardless of form) arising out of this Agreement may be commenced by either Party more than one (1) year after the cause of action has accrued

8.4 Essential Basis of the Agreement

Customer acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth in Sections 7 and 9 form an essential basis of the agreement between the Parties, that the Parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

9. Term & Termination

9.1 Term of Agreement

This Agreement commences on the Effective Date and continues as long as any Order Form remains in effect, provided that this Agreement will run for at least one (1) year from the Effective Date unless earlier terminated pursuant to Section 10.2 (the “Term”).

9.2 Termination

This Agreement may be terminated by either Party if the other Party: (a) materially breaches any of its duties, obligations or responsibilities under this Agreement and fails to cure such breach (or provide an acceptable plan for curing such breach) within sixty (60) days after receipt by the breaching Party of written notice specifying the breach; (b) has a receiver, trustee, administrator, or administrative receiver appointed for it or its property; (c) makes an assignment for the benefit of creditors; (d) has any proceedings commenced against it under any bankruptcy, insolvency, or debtor’s relief law, if such proceedings are not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (e) is liquidated or dissolved. Additionally, A.Team may terminate this Agreement if Customer fails to timely make any payment due hereunder and fails to cure such default within fifteen (15) days of receiving notice in writing from A.Team of such failure.

9.3 Surviving Provisions

The following provisions will survive the termination or expiration of this Agreement for any reason and will remain in effect after any such termination or expiration: Section 1 (to the extent necessary to interpret surviving provisions), Section 2.5, Sections 4.1 (for any claims arising during the Term); Section 5 (for fees and payments accruing during the Term), Sections 6 and 7.4, Section 8 (for claims arising during the Term), Section 9, Section 10.3 (for the duration specified therein), Section 10.5, and Sections 11.1, 11.3 through 11.9, 11.10 (for the period specified therein) and 11.11 through 11.14.

9.4 Effect of Termination

Termination will not relieve either Party of the obligation to pay any fees accrued, due or payable to the other Party prior to the effective date of termination. Upon termination or expiration of this Agreement: (a) all fees will be immediately due and owing and (b) Customer’s rights to access the A.Team Products will be terminated.

10. General Provisions

10.1 Relationship of the Parties

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties and A.Team will be considered an independent contractor when performing any services hereunder. Nothing contained herein will create any right, power or authority for a Party to bind the other Party or otherwise create any duty or obligation for such other Party.

10.2 Notices

All notices under this Agreement will be in writing and will be delivered to the addresses first set forth above. Notice will be deemed to have been given upon receipt. Notices to A.Team will be addressed to the attention of its Chief Executive Officer, with a copy to: Cooley LLP, 11951 Freedom Drive, Reston, VA 20190, Attn: Andrew Lustig, Esq. Notices to Customer will be addressed to the contact specified below. Either Party may change its address for notice by giving notice of such address change in the manner provided herein.

10.3 Waiver and Cumulative Remedies

No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

10.4 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

10.5 Assignment

Neither Party may assign any of its rights or obligations hereunder, without the prior express written consent of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement together with all rights and obligations hereunder, upon notice but without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this Section 11.6 will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

10.6 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Each Party consents to, and agrees that each Party is subject to, the exclusive jurisdiction of the state and federal courts of the New York, New York with respect to any actions for enforcement of or breach of this Agreement.

10.7 Export Control Laws

Each Party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement.

10.8 Force Majeure

Except for the obligation to make payments, nonperformance of either Party will be excused to the extent that performance is rendered impossible by strikes or other labor problems, fire, flood, civil unrest, acts of terror, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party.

10.9 Non-Solicitation

During the term of the Agreement and for a period of one year thereafter: (a) Customer will not employ or engage, or solicit for employment or engagement, any employee, independent contractor, consultant, agent or representative assigned or recommended by A.Team to perform Services hereunder and (b) A.Team will not employ or engage, or solicit for employment or engagement, any employee, independent contractor, consultant, agent or representative of Customer with whom A.Team had contact in connection with the performance of Services hereunder.

10.10 Entire Agreement

This Agreement, including all schedules and addenda hereto, along with all Order Forms executed hereunder, constitute the entire agreement between the Parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the modification, amendment, or waiver is to be asserted. Customer agrees that its agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein nor dependent upon any oral or written, public or private comments made by A.Team with respect to future functionality or features for the Platform.

10.11 Order of Precedence

In the event of any conflict between the provisions in this Agreement and any Order Form, the terms of such Order Form will prevail. No terms or conditions stated in a Customer purchase order or in any other Customer order documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.

10.12 Counterparts

This Agreement may be executed in counterparts (including counterparts delivered by facsimile or other electronic means), which taken together will form one legal instrument.

10.13 Construction

The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, will be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The Parties agree that this Agreement will be fairly interpreted in accordance with its terms without any strict construction in favor of or against either Party and that ambiguities will not be interpreted against the drafting Party.