4L Terms of Business

4L wants Client to understand the terms under which 4L provides its Services and the basis under which 4L determines its fees. Capitalized terms not otherwise defined in these Terms of Business for 4L Services (the “Terms”) shall have the respective meanings assigned to them in the Engagement Letter or any Statement of Work. These Terms are part of the Agreement and apply to all Services (which includes Core Services and Additional Services, unless and until a separate written agreement is executed by the parties for separate Services). In consideration of the mutual covenants and promises contained herein, and intending to be legally bound, it is hereby agreed as follows:

OUR RESPONSIBILITIES

4L shall provide Client the Services as specified in each Statement of Work that is part of the Agreement. Notwithstanding anything to the contrary contained in the Agreement, the Services provided by 4L do not include specific procedures designed to discover errors, fraud, illegal acts, or other irregularities should any exist. We do not assume responsibility for the preparation of any Work Product (as defined below) or Services not specifically identified in a Statement of Work. While providing the Services, we may bring to your attention potential opportunities to improve your business practices, however, we have no responsibility to do so, and the implementation of such suggestions remain with Client and Client agrees that 4L is not responsible for the results of Client implementing such suggestion.

CLIENT RESPONSIBILITIES

Client shall provide all information required in order for 4L to complete the Services in a timely manner. To the extent that 4L is prevented from performing its obligations under the Agreement due to Client’s failure to timely provide information in accordance with the forgoing, 4L shall be excused from performing the affected obligations and any affected deadlines or timelines shall be extended until the required information is provided to 4L.

Prior to the Effective Date, Client shall complete and sign the Intake Form (attached as Exhibit A). The Intake Form provides 4L necessary background information about Client and the scope of Services needed, including but not limited to, the accounting software that Client uses or plans to obtain (the “Accounting Software”). Client shall ensure that 4L at all times throughout the Engagement Period has access to the Accounting Software, including, as necessary, its own user account.

Client management is responsible for: (i) determining whether the scope of the Services is sufficient to meet Client’s needs, (ii) the proper recording of transactions in the Client’s books of account, (iii) safeguarding Client’s assets, (iv) the completeness and accuracy of the financial records and all other information provided to 4L, (v) evaluating the adequacy and results of the Services, (vi) making all management decisions and performing all management functions related to Client, (vii) overseeing delivery of the Services from 4L by designating an individual, preferably within senior management, who possesses suitable skills, knowledge, and experience to provide direction to 4L and evaluate the adequacy and results of the Services performed and timeliness, accuracy and completeness of information provided to 4L; and (viii) ensuring that the Accounting Software is up to date and that 4L has all the necessary credentials to access and use the Accounting Software to perform the Services. Services will be provided in accordance with your instructions and directions, such that all Services and Work Product prepared by our professionals will be subject to your review and acceptance.

We, in our sole professional and good faith judgment, reserve the right to refuse to perform any Services, procedure or take any action that could be construed as assuming management responsibilities on behalf of Client.

Client will prepare, or have others prepare, all filing requirements not specifically identified within a Statement of Work, such as, but not limited to, federal and state tax filings, information returns, insurance applications, or financial statement filings in connection with bank loans or letters of credit.

OUR FEES

4L will invoice Client: (i) for the Core Services, at the rate set forth in the applicable Statement of Work, and (ii) for Additional Services, at the rate set forth in the applicable Statement of Work(which shall be at 4L’s then-current hourly rate for the personnel performing the Additional Services) (collectively, the “Fees”). The Fees for each Service are based upon our professional judgment, taking into account all applicable facts and circumstances regarding the Services and the Client at hand. The factors considered include, without limitation: (a) the scope of the Services and the complexity of issues encountered and the degree of skill required to perform the particular Services, (b) the amount of money involved or at risk, (c) the time constraints imposed by either the Client or circumstances, (d) the level of cooperation we receive from Client, (e) the number of hours to complete the engagement, (f) current laws, rules and regulations applicable to the Services, and (g) the assumptions set forth in these Terms or an applicable Statement of Work (collectively, the “Assumptions”). 4L reserves the right to increase the Fees upon prior written notice to Client in the following instances: (i) due to any change in the Assumptions; and (ii) prior to or during any Renewal Period under the Agreement. If the Client reasonably disagrees with any requested change to the Fees, the Parties will negotiate in good faith to come to a mutual agreement regarding the Fees. Upon mutual agreement on any Fee change, the Parties will execute a Change Order evidencing the updated Fees. The Fees charged for the Services are not dependent upon the results of the Services rendered and are therefore not contingent. Additionally, we may invoice you for actual out-of-pocket expenses (e.g., postage; expedited delivery services; business services; and related expenses at Client’s direction) incurred in the performance of the Services (“Expenses”). Invoices for our Services will be issued monthly, and payment is due from Client within thirty (30) days of the receipt of the applicable invoice (the “Due Date”). Client agrees to the fee arrangement as described herein and to pay all invoices timely. If any amounts invoiced remain unpaid beyond the Due Date, 4L may, in its sole discretion, cease Services until all such amounts are paid or terminate the Agreement, in whole or in part. Our Fees are exclusive of taxes or similar charges imposed in respect of the Services, any Work Product or any license provided to 4L under the Agreement, all of which Client agrees to pay (other than taxes imposed on 4L’s income generally) if applicable, or if they become applicable, without deduction from any Fees or Expenses invoiced to Client by 4L.

TERMINATION

A Party may terminate the Agreement by written notice to the other on or at any time after the occurrence of any of the following events (i) a material breach of the Agreement by the other Party that is either not capable of remedy or, if the breach is capable of remedy, the other Party fails to remedy within thirty (30) days of receipt of notice detailing the breach, (ii) the other Party ceases doing business, or (iii) the other Party makes an assignment for the benefit of its creditors, commits an act of bankruptcy, or becomes the subject of a voluntary or involuntary bankruptcy proceeding not dismissed within sixty (60) days.

4L may terminate the Agreement, in whole or in part, with immediate effect and without penalty upon written notice to Client if 4L determines that a governmental, regulatory, or professional entity, or an entity having the force of law, has introduced a new, or modified an existing, law, rule, regulation, interpretation, or decision, the result of which would render 4L’s performance of any part of the Services illegal or otherwise unlawful or in conflict with independence or professional rules. We will inform you as soon as reasonably practicable after we become aware of a situation which could result in termination in accordance with this paragraph.

Upon Client’s request, 4L may provide transition services to the Client. Transition services are beyond the scope of the Core Services and will be charged as Additional Services.

CONFIDENTIALITY

Except as otherwise permitted by this Agreement or as agreed in writing, each Party (for purposes of this Section, the “Recipient”) agrees to keep the contents of this Agreement and all nonpublic information provided by or on behalf of the other Party (for purposes of this Section, the “Discloser”) that would reasonably be treated as confidential and/or proprietary (“Confidential Information”) strictly confidential and only use Discloser’s Confidential Information for the performance of its obligations under the Agreement. Confidential Information does not include information that, the Recipient can demonstrate with reasonable evidence: (a) is or becomes public other than through a breach of the Agreement and without the fault of the Recipient, (b) is subsequently received by the Recipient from a third party who owes no obligation of confidentiality to the Discloser with respect to that information, (c) was known to the Recipient at the time of disclosure or is thereafter created independently, and (d) Recipient subsequently develops as a matter of record without reliance on Discloser’s Confidential Information.

Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential Information:

(i) to third parties, subject to confidentiality restrictions no less stringent than those contained herein, in order to perform its obligations under this Agreement, (ii) as necessary to enforce the Recipient’s rights under the Agreement, (iii) on a need to know basis to its statutory auditors in their capacity as such or its legal advisers, (iv) to its insurers in connection with any actual or potential claim relating to the Services, or (v) to the extent that disclosure is required by professional standards, law, legal process, by any court or competent jurisdiction, or by a governmental or regulatory authority; provided that, the Recipient making disclosures pursuant to (v) will, where legally permissible, promptly notify the Discloser and, where reasonably possible, prior to the disclosure. This Section shall survive termination of the Agreement.

ARTIFICIAL INTELLIGENCE/ MACHINE LEARNING

AI features may be provided by 4L and/or its third-party providers. 4L may modify, suspend, or discontinue any AI feature at any time. Use of AI features supplied by such third-party providers, is also subject to that provider’s terms, policies, and models. Client acknowledges that AI output generated by such AI features may be inaccurate, incomplete, untested, non-authoritative, biased, or otherwise unreliable, may hallucinate facts or citations, and is not legal advice. Client must not rely on AI output without independent human review and verification appropriate to Client’s use case, risk profile, and professional obligations (including ethics rules, confidentiality, and privilege). 4L will not use Client Materials, defined below, to train the AI features across 4L’s other customers but may use Client Materials to train AI features specifically requested by or for Client. Notwithstanding, 4L may use anonymized Client Materials for troubleshooting, developing search functionality, improving the AI features for the sole benefit of Client, and enhancing the AI features through retrieval-augmented generation at any time during the term of the Agreement.

CLIENT MATERIALS

Client hereby grants 4L a limited, non-exclusive right and license to use Client Materials solely for the purpose of performing the Services. For purposes of the Agreement, “Client Materials” means all data, information, and material, in whatever form, supplied by or on behalf of the Client to 4L for incorporation into the Work Product or for some other use in connection with the Services. You represent, warrant and covenant to us that: (i) you have the requisite rights with respect to the Client Materials to grant to us the license and other rights with respect to the Client Materials set forth in this Section; (ii) Client Materials were not obtained through an act of misappropriation or unlawful means, and the collection of Client Materials and the disclosure of Client Materials to us does not violate any terms of service, applicable privacy policy, or any obligation of confidentiality or other duty owed to the source of the Client Materials; and (iii) the Client Materials do not infringe upon any intellectual property rights of any third party.

PUBLICITY

Neither Party shall use the other Party’s trademarks, service marks, logos, and/or branding in advertising or publicity material without such other Party’s prior written consent. However, 4L may cite the names of Client and the performance of the Services to its other clients and prospective clients as an indication of its experience.

USE OF SUBCONTRACTORS FOR SERVICE DELIVERY

4L may engage third-party subcontractors in delivering Services to Client. If 4L engages a subcontractor to deliver Services to Client, 4L will execute an agreement for the protection of Client’s Confidential Information consistent with the provisions of the Agreement. 4L will be solely responsible for the provision of Services (including those provided by subcontractors) and for the protection of Client’s Confidential Information. The limitations in the Agreement on Client’s remedies will also apply to any subcontractors.

USE OF THIRD PARTIES IN 4L OPERATIONS

In addition to subcontractors, 4L uses other third-party providers in the ordinary course of 4L’s business operations including, without limitation, email providers, cyber-security providers, and data hosting centers. All third-party providers used in the ordinary course of 4L’s business operations will meet the confidentiality and data protection requirements in the Agreement. The limitations in the Agreement on Client’s remedies will also apply to such third-party providers.

INTELLECTUAL PROPERTY

Any deliverables, works, inventions, working papers, or other work product conceived, made, or created by 4L in rendering the Services under this Agreement (“Work Product”), and all intellectual property rights in such Work Product will be owned exclusively by 4L. Further, 4L will retain exclusive ownership or control of all intellectual property rights in any ideas, concepts, methodologies, data, software, designs, utilities, tools, models, techniques, systems, reports, or other know-how that it develops, owns or licenses in connection with the Agreement (“Materials”). The foregoing ownership will be without any duty of accounting to Client. Subject to the terms and conditions of the Agreement, 4L hereby grants to Client for the duration of the Engagement Period a limited, non-exclusive, non-transferrable and non-sublicensable right to access and use the Work Product and Materials as part of the Services.

LICENSE GRANT – APPLICABLE TO REPORTS PACKAGE ONLY

(a) Applicability. This Section of the Terms only applies to Clients who enter into a Statement of Work for Core Services for the 4L Sequel Excel Reports Package (the “Reports Package Statement of Work”).

(b) Grant of License. Subject to Client’s continued compliance with the terms of the Reports Package Statement of Work and the Agreement, including timely payment of all fees due, 4L grants to Client, during the Engagement Period, a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Reports Package solely as installed within the specific SurePoint Technologies, Inc.’s (“SurePoint”) Finance Enterprise environment identified in the Reports Package Statement of Work (the “Licensed Environment”), and solely for Client’s own internal business purposes.

(c) Scope and Restrictions. The license granted in Section (b) above is limited to Client, as the entity that executes the Reports Package Statement of Work, and to Client’s personnel who are authorized users of the Licensed Environment in the ordinary course of Client’s business. Unless 4L agrees otherwise in writing (including as to any additional fees applicable to such expanded use), the license does not extend to any affiliated, related, or successor entity of Client, or to any other SurePoint Finance Enterprise environment, whether or not owned or controlled by Client. Client shall not, and shall not permit any third party to: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Reports Package, or otherwise attempt to derive its underlying structure, ideas, or know-how; (ii) sell, resell, sublicense, distribute, rent, lease, or otherwise make the Reports Package or any output of the Reports Package available to, or use the Reports Package to perform reporting, accounting, or similar services for, any third party; or (iii) remove or alter any proprietary or confidentiality notices contained in the Reports Package.

(d) Dependence on SurePoint Access. Client acknowledges that the Reports Package is designed to operate only within, and has no function independent of, SurePoint Finance Enterprise, and that 4L does not control Client’s access to or license for that platform. The license granted under this Section is conditioned upon, and coextensive with, Client’s own valid access to and authorized use of SurePoint Finance Enterprise. If Client’s access to or license for SurePoint Finance Enterprise expires, lapses, is suspended, or is terminated for any reason, the license granted under this Section automatically terminates (or is suspended for so long as Client’s SurePoint Finance Enterprise access is suspended), and 4L shall have no obligation to provide a refund, credit, or replacement, and no liability of any kind, as a result.

(e) Reservation of Rights. As between 4L and Client, and as set forth in the Agreement, 4L retains all right, title, and interest in and to the Reports Package, including all intellectual property rights therein. No rights are granted to Client except as expressly set forth in this Section, and all rights not expressly granted to Client are reserved by 4L.

(f) License Termination. Upon expiration or termination of the Reports Package Statement of Work or the Agreement, for any reason, the license granted under this Section immediately terminates, and Client shall (i) immediately cease all use of the Reports Package, and (ii) within thirty (30) days after such expiration or termination, permit 4L to remove, or itself remove, the Reports Package (including all installed reports, custom objects, and related configurations) from the Licensed Environment, and, upon 4L’s request, confirm such removal in writing. Client shall provide 4L with access to the Licensed Environment even after termination of the Reports Package Statement of Work to enable 4L to exercise its rights under this Section. This Section shall survive expiration or termination of the Reports Package Statement of Work.

DATA ACCESS AND CONFIDENTIALITY – APPLICABLE TO REPORTS PACKAGE ONLY

In addition to the confidentiality provisions set forth in the Agreement, the following provisions govern 4L’s access to, and use of, Client’s SurePoint Finance Enterprise environment and any data contained therein (“Client Data”) in connection with any Statement of Work for the Reports Package.

(a) Access. Client shall provide 4L with the access to Client’s SurePoint Finance Enterprise environment reasonably necessary for 4L to install, configure, test, support, and maintain the Reports Package. 4L’s access shall be limited to the minimum access reasonably necessary for those purposes, shall be subject to any access controls, credentials, and permissions Client elects to apply, and shall be limited to personnel of 4L who have a need to know in connection with the Core Services.

(b) Purpose Limitation. 4L shall access and use Client Data solely as necessary to perform the Core Services under the Reports Package Statement of Work and for no other purpose except as otherwise permitted under the Agreement. 4L shall not access, view, copy, extract, export, retain, or use Client Data for any purpose other than performing the Core Services or as otherwise permitted under the Agreement, including for 4L’s own business purposes, product development, or benchmarking, and shall not disclose Client Data to any third party except as necessary to perform the Core Services or as required by law.

(c) Client’s Own Clients’ Information. Client’s SurePoint Finance Enterprise environment may contain confidential, privileged, or otherwise sensitive information relating to Client’s own clients or matters (“Underlying Client Information”). 4L shall treat any Underlying Client Information to which it is incidentally exposed in the course of performing the Core Services with the same degree of care applicable to Client Data under this Section, and shall not use or disclose Underlying Client Information for any purpose other than performing the Core Services.

(d) Safeguards. 4L shall maintain reasonable administrative, technical, and physical safeguards designed to protect Client Data and Underlying Client Information against unauthorized access, use, or disclosure. 4L shall promptly notify Client of any known unauthorized access to, or disclosure of, Client Data or Underlying Client Information arising from 4L’s access to the Licensed Environment, and shall reasonably cooperate with Client’s investigation of any such incident.

(e) No Independent Copies. Except to the extent reasonably necessary to perform, document, or support the Core Services (for example, limited extracts used for testing or troubleshooting), 4L shall not copy, download, or export Client Data outside of the Licensed Environment, and shall securely delete any such extract promptly after it is no longer needed.

(f) Subcontractors. If 4L uses any subcontractor or other personnel who will have access to the Licensed Environment or Client Data, 4L shall ensure that such subcontractor or personnel are bound by confidentiality obligations at least as protective of Client Data as those set forth in this Section.

WARRANTY DISCLAIMER – APPLICABLE TO REPORTS PACKAGE ONLY

THE REPORTS PACKAGE, AND ANY RELATED SERVICES, SUPPORT, OR DELIVERABLES PROVIDED UNDER A REPORTS PACKAGE STATEMENT OF WORK, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. 4L DOES NOT WARRANT THAT THE REPORTS PACKAGE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL BE COMPATIBLE WITH ANY FIELDS, OBJECTS, CUSTOMIZATIONS, OR CONFIGURATIONS OTHER THAN THE STANDARD SUREPOINT FINANCE ENTERPRISE FIELDS FOR WHICH THE REPORTS PACKAGE IS DESIGNED, OR THAT IT WILL CONTINUE TO OPERATE WITHOUT MODIFICATION FOLLOWING ANY CHANGE, UPDATE, OR OTHER ACTION BY SUREPOINT OR ANY OTHER THIRD-PARTY VENDOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 4L DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. 4L DOES NOT WARRANT OR GUARANTEE THE PERFORMANCE, AVAILABILITY, OR CONTINUED COMPATIBILITY OF SUREPOINT FINANCE ENTERPRISE OR ANY OTHER THIRD-PARTY PLATFORM ON WHICH THE REPORTS PACKAGE RELIES, AND SHALL HAVE NO LIABILITY FOR ANY CHANGE, INTERRUPTION, OR DISCONTINUATION OF THE REPORTS PACKAGE’S FUNCTIONALITY CAUSED BY SUREPOINT OR ANY OTHER THIRD PARTY.

LEGAL AND REGULATORY CHANGE

4L may periodically communicate to Client changes in laws, rules, or regulations. However, Client has not engaged 4L, and 4L does not undertake or have an obligation under the Agreement, to advise Client of changes in (a) laws, rules, regulations, industry, or market conditions, or (b) Client’s own business practices or other circumstances. The scope of Services and Fees are based on current laws, rules, and regulations applicable to the Services.

NOT LEGAL OR TAX SERVICES

Any advice provided by 4L is not intended to be, and is not, legal, tax, financial reporting, or investment advice. Although some 4L personnel may have a Juris Doctor degree or be a licensed Certified Public Accountant, 4L and its personnel do not practice law and are not engaged to provide any legal or tax advice pursuant to the Agreement. You acknowledge and agree that neither 4L nor any of our personnel will be engaged to provide any legal or tax advice in providing any services to you.

DISCLAIMER OF WARRANTIES

4L does not warrant that the Services will be error free and disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

LIMIT OF LIABILITY; DAMAGES DISCLAIMER

Except as provided below, the total aggregate liability of 4L to client under this agreement shall not exceed the aggregate sum of Fees and Expenses paid or payable by Client to 4L for the portion of the Services giving rise to such liability during the twelve month’s prior to the event giving rise to the cause of action. Notwithstanding the foregoing, where it is judicially determined that 4L performed the services with gross negligence or willful misconduct, the total aggregate liability of 4L to client under this agreement shall not exceed three (3) times the aggregate sum of Fees and Expenses paid or payable by Client to 4L for the portion of the Services giving rise to such liability during the twelve month’s prior to the event giving rise to the cause of action. Client’s exclusive remedy for damages is a refund of Fees and Expenses paid to 4L under this Agreement. These limits of liability will apply to the full extent allowed by applicable law, regardless of the grounds or nature of any claim asserted, including, without limitation, claims based on principles of contract, negligence or other tort, fiduciary duty warranty, indemnity, statute, or common law.

In no event will 4L be liable to Client for any consequential, special, incidental, indirect, punitive, or exemplary damages or loss, nor any lost profits, goodwill, savings, or business opportunity, even if 4L had reason to know of the possibility of such damages.

This Section shall survive termination of the Agreement.

INDEMNIFICATION FOR THIRD-PARTY CLAIMS

In the event of a legal proceeding or other claim alleged or brought against 4L by a third party relating to or arising from any Services performed or Work Product or Materials provided by 4L, except to the extent it is judicially determined that 4L performed the applicable Services with gross negligence or willful misconduct (in which event the limitation of liability set forth above would apply), Client shall indemnify and hold harmless 4L and its personnel against all costs, fees, expenses, damages and liabilities, including attorney fees and any other fees or defense and litigation costs, associated with such third-party claim. This indemnification is intended to apply to the full extent allowed by law regardless of the grounds or nature of any claim, liability, or damages asserted, including, without limitation, to claims, liability or damages based on principles of contract, negligence or other tort, fiduciary duty, warranty, indemnity, statute, or common law. This indemnification obligation shall survive termination of this Agreement. Client may not settle any claim against 4L unless 4L consents to such settlement, and further provided that 4L will have the right, at its option, to defend itself against any such action or to participate in the defense thereof by counsel of its own choice.

NO TRANSFER OR ASSIGNMENT OF CLAIMS

Client shall not sell, assign, or otherwise transfer, in whole or in part any claim against 4L or for any recovery from or against 4L in any regard.

TIME LIMIT ON CLAIMS

In no event will any action against 4L, arising from or relating to the Agreement or the Services provided by 4L relating to the Agreement, be brought after the earlier of: (a) one (1) year after the date on which occurred the act or omission alleged to have been the cause of the alleged injury, or (b) the expiration of the applicable statute of limitations or repose.

NON-SOLICITATION

Each Party acknowledges that the other Party has invested substantially in recruiting, training and developing personnel who render services with respect to the material aspects of the Agreement and the Services hereunder (“Key Personnel”). The Parties further acknowledge that Key Personnel have knowledge of trade secrets or Confidential Information of their employers that may be of substantial benefit to the other Party, and that a Party would be materially harmed if the other Party was able to directly employ Key Personnel of the other Party. Therefore, the Parties agree that during the Engagement Period and for one (1) year after the Agreement’s expiration or termination, neither Party will solicit Key Personnel of the other Party (including any Key Personnel that voluntary left or were terminated by such Party within the last six (6) months) for employment or hire without that Party’s written consent unless the hiring or engaging Party pays to the other Party a fee (the “Placement Fee”) equal to seventy-five percent (75%) of the hired or engaged Key Personnel’s total compensation (including base salary or fees and any bonus, commission, or equity actually paid or accrued) for the twelve (12)-month period immediately preceding the date such Key Personnel’s new employment or engagement commenced. The Parties agree that the Placement Fee represents a reasonable, good-faith estimate of the actual costs the non-hiring Party will incur to recruit, train, and integrate a replacement for the solicited Key Personnel, and is not a penalty for breach.

If a court, arbitrator, or other tribunal of competent jurisdiction determines that the amount or scope of the Placement Fee, or any other aspect of this Section, exceeds what is enforceable under applicable law, such amount or scope shall automatically be reduced to, and this Section shall be interpreted and enforced as though it had originally provided for, the maximum amount and scope enforceable under such law. If applicable law renders any restriction on solicitation in this Section void in its entirety, the obligation to pay the Placement Fee shall nonetheless survive and remain enforceable as an independent obligation to reimburse actual recruiting, training, and replacement costs, to the maximum extent such independent obligation is permitted under applicable law. This paragraph shall control over, and not merely supplement, the Savings Clause set forth elsewhere in these Terms solely with respect to this Section.

Nothing in this Section is intended to, or shall be construed to, prohibit, restrict, or penalize any individual from seeking or accepting employment or engagement with either Party; this Section solely allocates, as between the Parties, the costs associated with the loss and replacement of Key Personnel. The Placement Fee is a fee for consent to hire, and not damages, and shall not be limited, reduced, capped, or otherwise affected by the “Limit of Liability; Damages Disclaimer” Section or any other limitation of liability, exclusive remedy, or damages disclaimer set forth elsewhere in these Terms.

INDEPENDENT CONTRACTOR

4L will provide the Services as an independent contractor and not as Client’s partner, agent, employee, or joint venture under the Agreement. Neither 4L nor Client will have any right, power, or authority to bind the other Party.

FORCE MAJEURE

Neither Party will be liable to the other Party, nor be deemed to be in default of the Agreement because of, any failure or delay in its performance due under the Agreement not occasioned by or based upon the fault or negligence of the Party claiming relief under this Section and caused by unforeseeable acts of God or any other unforeseeable cause beyond a Party’s reasonable control (collectively, “Force Majeure Events”), provided that the Party seeking to delay its performance: (i) gives the other Party written notice of any such Force Majeure Event as soon as practicable after the discovery, and (2) that such Party uses its good faith efforts to overcome the Force Majeure Event (and, in any event, such Party will begin or resume performance as soon as practicable after the Force Majeure Event has abated). The Parties agree that Force Majeure Events shall not excuse any payment due from one Party to the other.

ASSIGNMENT

Client will not assign its rights and obligations under the Agreement, in whole or in part, whether by operation of law or otherwise, without 4L’s prior written consent. Any assignment contrary to the terms of this Section shall be null and void and of no force and effect.

WAIVER

The failure of either Party to enforce any or require performance of the obligations under the Agreement or to exercise any option under the Agreement of the provisions is not a present or future waiver of such provisions and does not affect the validity of the Agreement or the right of such Party to enforce each and every provision of the Agreement thereafter. The express waiver (whether one or more times) by a Party of any provision, condition or requirement of the Agreement does not constitute a waiver of any future obligation of the other Party to comply with such provision, condition or requirement. No waiver of any provision of the Agreement shall be effective unless in a signed writing by both Parties.

AMENDMENT

Except as otherwise expressly provided for in the Agreement, the Agreement may not be modified or amended except by an instrument in writing signed by both parties.

CHANGE ORDERS

Should the Parties mutually agree upon any modification or change to any terms of any Statement of Work, including the scope of the Services or Fees, such modification or change shall be stated in writing and signed by the Parties’ authorized representatives (such signed document, a “Change Order”). Each Change Order shall be subject to these Terms and shall be deemed incorporated into the Agreement. Change Orders shall constitute an amendment to the applicable Statement of Work. 4L has no obligation to provide added Services included within a Change Order until it has been signed by both Parties.

SAVINGS CLAUSE

If any provision of the Agreement is determined to be invalid, illegal or unenforceable, such provision shall be deemed to have been deleted from the Agreement, while the remaining provisions of the Agreement remain in full force and effect if the essential terms and conditions of the Agreement for each Party remain valid, binding and enforceable.

Successors and Assigns; No Third Party Beneficiaries

The Agreement is legally binding upon and inures to the benefit of the Parties and their permitted successors and assigns. No third party is intended to benefit from, nor may any third party seek to enforce, any of the terms of the Agreement.

Governing Law

All matters arising from or relating to the Agreement shall be governed by and construed in accordance with the laws of the Governing State, without giving effect to any choice-of-law provision or rule (whether of the Governing State or any other jurisdiction). The federal or state courts situated in the Governing State have exclusive jurisdiction over the resolution of all disputes that arise under the Agreement, and each Party irrevocably submits to the personal jurisdiction of such courts.

NOTICE

All notices required or permitted hereunder shall be in writing addressed to the respective Parties as set forth in the Engagement Letter or Statement fo Work, or to such other addresses as either Party, by notice to the other, may designate from time to time. Notices shall be delivered by hand, by registered or certified mail, postage prepaid, by overnight courier (with proof of delivery), or by email (with evidence of acknowledgement of receipt) and shall be deemed to be received upon receipt when delivered by hand; upon sending for email (with evidence of acknowledgement of receipt); five (5) business days after being deposited in the U.S. Mail, and upon delivery with proof of receipt for overnight courier.

HEADINGS, ADVICE OF COUNSEL, AND DRAFTING

The headings appearing in these Terms are inserted only as a matter of convenience and for reference only, and in no way define, limit or describe the scope and intent of these Terms or any of the provisions hereof. In the event of a conflict between the headings and the content of a section, the content of the section will control. The Parties acknowledge that they have been advised by counsel of their own choosing and have played equal parts in negotiating the Agreement, and that the terms of the Agreement will be interpreted without any bias against one Party as drafter.

SURVIVAL

Any provisions of the Agreement which either expressly, or by their nature, extend beyond the expiry or termination of the Agreement shall survive such expiration or termination.