GENERAL TERMS AND CONDITIONS

A. TERM AND TERMINATION.​​ The term of this Agreement shall commence on the​​ date​​ Syft​​ signs the Agreement (“Effective Date”)​​ and, unless earlier terminated, will continue in effect through the​​ end of​​ the Term​​ or completion of applicable tasks.​​ This Agreement may be terminated by either party (i) upon written notice to the other if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach​​ reasonably describing such breach; or (ii)​​ subject to any and all cancellation fees,​​ upon ninety (90) days written notice to the other party. If​​ Client terminates this​​ Agreement​​ without breach by​​ Syft,​​ Client remains obligated to pay​​ any​​ and all​​ payment obligations arising prior to the effective date of termination, including but not limited to cancellation and postponement fees.​​ All terms set forth herein survive termination of the agreement.

B.​​ CONFIDENTIALITY.​​ ​​ Confidential Information” shall mean​​ any and​​ all confidential or proprietary technical or business information of a party furnished by such party (the “Discloser”) in writing or orally to the other party (the “Recipient”), including without limitation (i) software code, proposals, ideas, inventions, algorithms, trade secrets, or research related to current products, new products, new features or services; and (ii) financial statements and other financial information.​​ Recipient agrees to hold the Discloser’s Confidential Information in strict confidence using commercially reasonable precautions, which precautions will be at least equivalent to those taken by Recipient to protect its own Confidential Information.​​ Except as required by law or as under this Agreement, Recipient will not disclose the Discloser’s Confidential Information.​​ Recipient shall have no obligation of confidentiality with respect to any of Discloser’s information which Recipient can document: (i) was in the public domain at or subsequent to the time it was communicated to Recipient by Discloser through no fault of Recipient; (ii) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by Discloser; (iii) was independently developed by Recipient without reference to any of Discloser’s Confidential Information; or (iv) was communicated by the Discloser to an unaffiliated third party free of any obligation of confidence.​​ Recipient shall be permitted to disclose Confidential Information in the event that, and only to the extent that, such information is required to be disclosed to comply with applicable laws or regulations, or to comply with a court or administrative order, provided that the Discloser is given​​ immediate​​ prior written notice of such disclosure.​​ 

C.​​ NON- SOLICITATION AND NON–HIRING OF​​ SYFT'S PERSONNEL.​​ ​​ Client shall not, directly or indirectly, recruit, solicit for employment, retain as an independent contractor, hire, or employ, on a temporary or regular basis, any personnel of​​ Syft​​ who are or have been assigned to perform work for Client​​ during the Term and for a period of one​​ (1) year after the effective date of the termination of this Agreement.

D.WARRANTY DISCLAIMER/LIMITATIONS OF LIABILITY.​​ SYFT​​ DOES NOT MAKE​​ AND EXPRESSLY DISCLAIMS​​ ANY​​ AND ALL​​ WARRANTIES, EXPRESS​​ AND​​ IMPLIED, WITH RESPECT TO THE SERVICES RENDERED OR THE RESULTS OBTAINED​​ OR PROVIDED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY​​ AND​​ FITNESS FOR A PARTICULAR PURPOSE. ​​ IN NO EVENT SHALL​​ SYFT​​ BE LIABLE FOR ANY ERRORS CAUSED BY INACCURATE INFORMATION​​ PROVIDED​​ BY CLIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,​​ SYFT​​ SHALL NOT BE LIABLE TO CLIENT FOR ANY​​ INDIRECT OR CONSEQUENTIAL​​ DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), EVEN IF​​ SYFT​​ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING,​​ SYFT’S​​ TOTAL LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE​​ CALENDAR​​ MONTHS. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT OF THE CONSIDERATION EXCHANGED IN CONNECTION WITH THIS AGREEMENT.​​ Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to Client.

E.​​ GENERAL PROVISIONS. ​​ ​​ Any notice hereunder shall be given in writing, addressed to the other​​ party’s Contact and delivered by​​ personal service, registered or certified mail, or by a nationally or internationally-recognized delivery service, provided that, in each instance, there is reasonable proof of receipt.​​ Syft​​ and Client are independent contractors and not employer-employee, partners, agents or joint-venturers.​​ Neither parties’ employees​​ shall be deemed,​​ at any time, to be​​ employees of the other​​ party.​​ Syft​​ shall not be liable to Client for any failure or delay caused by events beyond​​ Syft's control, including, without limitation, Client's failure to furnish necessary information, sabotage, failures or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials, or equipment, or technical failures. This Agreement constitutes the entire agreement of the​​ parties with respect to the subject matter hereof. Any amendment or modification of this Agreement will be effective only if it is in writing and signed by​​ both parties. This Agreement may be executed in one or more counterparts, each of which will be deemed a duplicate original and all of which, when taken together, will constitute one and the same document. If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.​​ Any waiver by either party of the other party’s failure to comply with any obligations, covenants, agreements or conditions herein shall not be enforceable unless it is in writing and signed by the party granting such waiver and shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. The terms of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the assignees of the parties.

F.​​ MHS CUSTOMER PORTAL ACCESS. During the Term and for a period of thirty (30) days following the applicable inventory, Client shall have access to the MHS Customer Portal for the limited purposes set forth herein. Client may access the MHS Customer Portal at portal.mhsinc.com. ​​ MHS will be available to provide additional support to the Client for the purpose of reviewing the reports and inventory data upon Client’s request.​​