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%C10 CEi-
<br /> Ito T - G R A T 1 0 r 1
<br /> "Consultant Software" means any and all software (including any software interface or code)that is proprietary to
<br /> Consultant and provided to Customer hereunder,whether(a)without modification, (b) modified by Consultant under this
<br /> Agreement,or(c)developed by Consultant specifically for Customer.
<br /> "Intellectual Property Rights"means all or any of the following:(a)patents,patent disclosures,and inventions(whether
<br /> patentable or not);(b)trademarks,service marks,trade dress,trade names,logos,corporate names,and domain names,
<br /> together with all of the goodwill associated therewith;(c)copyrights and copyrightable works(including computer programs),
<br /> mask works,and rights in data and databases;(d)trade secrets,know-how,and other confidential information;and(e)all
<br /> other intellectual property rights, in each case whether registered or unregistered and including all applications for, and
<br /> renewals or extensions of,such rights,and all similar or equivalent rights or forms of protection.
<br /> "Law" means any statute, law, ordinance, regulation, rule,code, order, constitution,treaty,common law,judgment,
<br /> decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any
<br /> arbitrator,court,or tribunal of competent jurisdiction.
<br /> "Losses" means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements,
<br /> interest,awards,penalties,fines,costs,or expenses of whatever kind,including reasonable attorneys'fees and other costs
<br /> and fees incurred in enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
<br /> "Permitted Use" means use only by and for the benefit of Customer and solely for or in the ordinary course of
<br /> Customer's internal business operations.
<br /> "Person"means an individual,corporation, partnership,joint venture, limited liability entity,governmental authority,
<br /> unincorporated organization,trust,association,or other entity.
<br /> "Representatives" means, with respect to a party, that party's and its Affiliates' employees, officers, directors,
<br /> consultants,agents,independent contractors,service providers,sublicensees,subcontractors,and legal advisors.
<br /> "Specifications"means the Scope of Services for the System as described in the Signed Acceptance Document.
<br /> "System"means the integrated information technology system to be designed,developed,and provided by Consultant
<br /> to Customer pursuant to this Agreement.
<br /> "Third-Party Materials" means materials and information, in any form or medium, including any software (including
<br /> open source software), applications, documents, data, content, specifications, products, hardware or equipment,
<br /> technology, or components of or relating to the System, in any form or media in which any person or entity other than
<br /> Consultant owns an interest.
<br /> 2. Engagement of Consultant:General Service Obligations.
<br /> 2.1 Engagement of Consultand Customer hereby engages Consultant, and Consultant hereby accepts such
<br /> engagement,to provide the Deliverables and perform the system integration and other professional services related thereto
<br /> as further described in the Signed Acceptance Document(collectively,the"Services")in accordance with the Agreement.
<br /> 2.2 Project Management. Each party shall, throughout the Term of the Agreement, maintain within its
<br /> organization a project manager to serve as such party's primary point of contact for day-to-day communications,
<br /> consultation,and decision-making regarding the Services.Each such project manager shall be responsible for providing all
<br /> day-to-day consents and approvals on behalf of such party under this Agreement. Each party shall ensure its project
<br /> manager has the requisite organizational authority,skill, experience, and other qualifications to perform in such capacity.
<br /> If either party's project manager ceases to be employed by such party or such party otherwise wishes to replace its project
<br /> manager,such party shall promptly name a new project manager by written notice to the other party.
<br /> 2.3 C 1 n es.Either party may,at any time during the Term of the Agreement, request in writing changes to the
<br /> Services.The parties shall evaluate and,if agreed,implement all such changes in accordance with a written change order
<br /> ("Change Order"). In the event that such changes cause an increase in Consultant's fee or time required for performance
<br /> of any Services,whether or not reflected in any Change Order,an equitable adjustment shall be made and this Agreement
<br /> shall be modified in writing accordingly.Consultant,in its sole and absolute discretion,may withhold the provision or delivery
<br /> of any Service or Deliverable for which additional compensation will be charged until its receipt of a Change Order and
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