License Agreement:

1. GRANT OF LICENSE
   1. Licensor grants to Licensee and Licensee accepts, on the terms and conditions set forth herein, a transferable, nonexclusive right to (a) access and use the Software Application identified as "CurrentTrack" and the accompanying end user documentation ("Documentation"), collectively referred to herein as the "Software Application" (b) provide Authorized Users for which Licensee has paid a license fee, at the agreed upon rate in the attached Pricing Schedule ("Pricing"), with access to the Software Application; (c) input data into the Software Application and upload and download data available through the Software Application; (d) grant access to internal clients or other authorized persons to view, provide feedback on, and approve artwork and posted materials at no extra charge.
   2. Licensor will host and retain physical control over the Software Application and make such computer programs and code available only through the Internet for access, use and operation by Licensee through a Web‑browser (e.g. Internet Explorer).
   3. Licensor will provide every Authorized User with an encrypted User Name and Password with an authenticated e‑mail address.
2. DELIVERY AND PAYMENT
   1. Licensor will invoice Licensee for fees indicated in Pricing. License fees are exclusive of any federal, state, provincial orlocal taxes, including any VAT or other withholding, imposed on this transaction, the License fees, or on Licensee's use of the Software Application, all of which shall be paid by Licensee without deduction from the License fees.
      1. Licensee shall pay in full indicated License Fee unless written cancellation of service is received within three business days from date of subscription.
      2. Indicated user fees shall not increase more than 10% annually. Licensee will be notified by Licensor no less than (90) days prior to all price increases.
      3. Licensee agrees to pay any invoice in full within (30) days of receipt. For each week beyond the indicated (30) days within which payment is not received, a service charge of one and a half percent of the unpaid balance will be incurred by Licensee and will be applied to the outstanding balance. If balance remains unpaid for a period of (90) days or exceeds $1,200.00, access to Licensee site will be suspended until balance has been paid in full.
      4. A $25.00 fee will be applied to all returned checks.
      5. All prices and payments are in U.S. dollars unless otherwise indicated.
   2. Guaranty. In the event of necessary legal proceedings, a Party will pay all amounts due to the other Party under the terms of this Agreement. In addition, the Party providing payment will reimburse the Party receiving payment for any costs incurred in enforcing its rights of collection. This continuing guaranty is a guaranty of payment, not of collection.
   3. Billing. Licensee will be charged for the full month of service for the Software Application, for the month that the Software Application is accepted regardless of when that date falls in the monthly billing cycle unless otherwise agreed upon and stated within Pricing. Licensee will also be charged for a full month of service for the Software Application for the month that termination is initiated. Licensor will not pro‑rate usage of the Software Application. Billing will be based on the maximum number of users within the given month. A user is defined as any employee assigned a User Name and Password that bears an Active status. Client, Guest and Vendor access to posted materials shall incur no additional fee.
   4. Disputed Invoices. In the event that Licensee shall dispute any amount of an invoice, Licensee shall notify Licensor in writing of the disputed amount and pay to Licensor that portion of the invoice not in reasonable good faith dispute in accordance with the foregoing. The parties shall use their reasonable efforts to resolve any such disputes as promptly as possible. Licensee shall remit payment within fifteen days after the parties resolve the dispute.
   5. User Audit. The Licensor, with regard to monthly billing, reserves the right to perform a daily audit of active users of the Software Application. This audit is limited to the Licensor's daily report of the number of active users only and this right does not extend to any proprietary information of the Licensee. The Licensor will restrict information gathering to only the above mentioned report, unless Licensee's permission is obtained.
   6. Storage. Licensor will grant Licensee up to 25 gigabytes of storage space on Licensor's servers and storage network for files and artwork uploaded through the Software Application. Licensee will be notified if storage capacity reaches said limit. Licensee may either remove files or purchase additional storage space within (30) days of notification.
   7. System Requirements. Software Application requires a computer with an Internet connection and is compatible with most browsers. Internet Explorer 6.0 or higher, Safari 3.0 or higher, or Firefox 2.0 or higher, is recommended. Individuals accessing information via the Client interface of the Software Application will need Internet Explorer 6.0 or higher, Safari 3.0 or higher, or Firefox 2.0 or higher. Licensor shall give Licensee (90) days' notice if Licensor can no longer support any of the systems as listed above
3. USE OF PROGRAM
   1. Restrictions on Use. The license granted by Licensor to Licensee to use the Software Application is subject to the following restrictions:
      1. Only Licensee may use the Software Application for its internal business purposes and only for the direct benefit of Licensee.
      2. The Software Application may be used at any point in time only by the number of persons for whom a license fee has been paid, as specified in Pricing; all such use may only be by those persons using the Software Application for the benefit of Licensee in the course and scope of their employment.
      3. Licensee may not transfer a User Name or Password to another user or to anyone who is not a member of Licensee company.
      4. Licensee shall not modify, reverse compile, reverse engineer, disassemble, or translate the Software Application. Licensee shall not create any derivative works or otherwise use the Software Application except as specifically permitted in this Agreement.
      5. Licensee shall not rent, lease, sublicense, allow access to, or transfer the Software Application to any other party, by operation of law or otherwise.
      6. Licensee shall not upload, post or otherwise transmit data or content that is unlawful, threatening, harassing, obscene, libelous, invasive of another's privacy, or is otherwise objectionable. Nor shall any data or content be uploaded, posted or otherwise transmitted for which Licensee does not have a right under any law or under contractual or fiduciary relationships (i.e. proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
      7. If Licensor is made aware of user content that may be (i) unlawful, threatening, obscene, libelous, invasive of another's privacy, or is otherwise objectionable, (ii) a violation of any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law, or (iii) a violation of the Use of Software Application policy set forth herein, Licensor has the right, but not obligation, to remove or disable the access of the User in violation, upon giving a five‑day written notice to Licensee.
   2. Security Devices. Licensor will provide to Licensee log in and authorization, which will allow the Software Application to be activated and for as many additional users as desired by the Licensee to be granted access to the Software Application. Licensee will not attempt to defeat, modify, copy, work around or duplicate any security devices protecting the Software Application. Licensee is responsible for maintaining the confidentiality of User Name and Password. If there is a breach of Password confidentiality, or any breach of security through Licensee's account, Licensee shall notify Licensor immediately.
   3. Proprietary Rights. The Software Application is copyrighted material under the laws of the United States and international treaty provisions. Notwithstanding the copyright, the Software Application contains trade secrets and confidential information of Licensor. Licensor assumes all rights to user suggestions, comments and improvements as made to the Software Application, thereby releasing them of payment or other consideration to user. User may not offer any idea or suggestion proprietary to user's organization, including report structure, terminology or procedures as they will become the property of Licensor upon incorporation.
      1. Licensee may make the same number of copies of Software Application Documentation as the number of concurrent users for which Licensee has paid a license fee; provided all copies contain original copyright notice and proprietary legends. No other copies may be made, except as specifically permitted herein.
   4. Data. Licensee retains all intellectual property rights in any Data entered into the Software Application. Licensor will obtain no right or license in and to the Data except solely as necessary for Licensor to perform services under this Agreement. Licensor will promptly disclose to Licensee any modifications, improvements and derivative works of Data. To the extent that Licensor obtains any rights in any Data or and derivative works thereof (by operation of law or otherwise), Licensor hereby irrevocably and unconditionally assigns to Licensee all right, title and interest, including all intellectual property rights, in and such Data or derivative works thereof. For the purposes of this Agreement, Data means any and all materials, information, artwork, printed copy or data provided by Licensee to Licensor under this Agreement and all modifications, improvements, and derivatives works.
   5. Protection of Software Application. Licensee acknowledges that Licensor represents the Software Application, regardless of form or media in which the original may exist, is the sole and exclusive properties of Licensor. Licensee further acknowledges Licensor represents the Software Application, including source and object codes, logic and structure, constitute valuable trade secrets of Licensor. Licensee agrees to secure and protect the Software Application consistent with the maintenance of Licensor's rights in the Software Application, as set forth in this Agreement. Except as expressly permitted herein, Licensee agrees not to disclose or otherwise make available any part of the Software Application to any third party on any basis. By accepting this License, Licensee does not become the owner of the Software Application; Licensor retains all right, title and interest in and to the Software Application. This section shall survive any termination of this Agreement.
   6. Confidentiality of Information. Licensor and its employees agree to hold all information entered by Licensee as highly confidential ("Confidential Information"). Licensor will take all commercially available and reasonable measures to ensure no information is accessed by anyone without a valid, active user account for Licensee's Licensor. No information from Licensee will be distributed or made available to anyone outside Licensee's agency. By signing this Agreement, Licensee acknowledges the technical staff of Licensor will have access to sensitive information and understands this is required for program maintenance.
      1. Information shall not be deemed Confidential Information of the disclosing Party if the receiving Party demonstratesthat such information, as a whole: (i) was, at the time of disclosure to the receiving Party, in the public domain or subsequently becomes part of the public domain without disclosure by the receiving Party; (ii) was in the possession of the receiving Party at the time of the initial disclosure to the receiving Party (other than in connection with this Agreement) without confidentiality restriction; (iii) was received after disclosure to the receiving Party from a third party who had a lawful right to disclose such information to the receiving Party without any obligation to restrict its further use or disclosure; or (iv) was independently developed by the receiving Party without benefit of access, directly or indirectly, to any Confidential Information of the disclosing Party.
      2. Licensor agrees that it will maintain all Confidential Information in confidence and that it will not permit Confidential Information in its possession to be reproduced, disseminated, or otherwise disclosed to any third party or used for any purpose not authorized in writing by Licensee. Licensor agrees to use the highest degree of care to protect the Confidential Information from unauthorized use or disclosure.
      3. Upon the termination of the Agreement, or upon cessation of work for Licensee pursuant to said Agreement, or at any other time upon request by Licensee, Licensor will immediately return any and all Confidential Information in its possession to Licensee and will certify in writing that all additional copies and recordings of all Confidential Information have been erased or destroyed.
      4. Licensor acknowledges that money damages would be an inadequate remedy for the breach of any of the above‑stated provisions, and accordingly, Licensee will be entitled to an injunction restraining either Licensor or its agents, servants and employees or any entity to which it communicates such Confidential Information from breaching or its continued breach of the same, in addition to other legal and equitable remedies that Licensee may have.
      5. This Section will survive any termination of this Agreement.
   7. Trademarks. "CurrentTrack" and other trademarks, service marks, logos and product and service names found on the site or used in, and in connection with, CurrentTrack are marks of, and owned by Licensor. Licensee agrees not to display or use said marks in any manner without expressed prior permission of Licensor. Licensor will not use, without Licensee's prior written consent, the name, service marks or trademarks of Licensee or service marks or trademarks used by Licensee. Any such consent will be revocable, and will terminate upon termination or expiration of this Agreement. Licensee's approvals must be at the level of "Director" or above.
4. TERM OF AGREEMENT
   1. Term and Termination. This Agreement is effective from the date on which Licensee accepts the Software Application after execution by Licensor, and shall remain in effect until terminated. Licensee may terminate this Agreement any time upon (30) days' written notice to Licensor.
   2. Actions to be taken Upon Termination. Upon conclusion of the (30) day termination notice period, Licensee shall immediately discontinue use of Software Application except as outlined in section 4.4 below.
   3. Effect of Termination. Termination of this Agreement shall not bar Licensor from seeking any other remedy available against Licensee for breach of the Agreement. Licensee shall hold Licensor harmless for any loss or other consequences of a termination of the License under Article 4.
   4. Data Return Upon Termination. Upon satisfaction of all fees owing and outstanding by Licensee, Licensor will make available to Licensee all data and artwork in a read‑only format for a period of sixty days. Licensee will have complete access to export any and all data, including but not limited to address book, job numbering, client information, saved comments, and job reports. Data will be available for export in either pdf or excel formats, depending on the nature of the data.
      1. Data Return Upon Closure. In the event of Licensor closure, Licensor agrees to immediately return to Licensee a fully functioning copy of Software Application and all Licensee data and artwork. Licensor will provide Licensee with information on any third party designated by Licensor servicing the return of copy Software Application.
5. WARRANTY
   1. Limited Warranty. Licensor warrants that Software Application licensed to Licensee hereunder, if properly used, shall materially conform to the specifications set forth in the accompanying Documentation from the date of agreement with the Licensee. Licensee shall promptly notify Licensor in writing upon the discovery of any non‑conformance. Licensor shall correct any non‑conformance of which it has been properly notified through the means it determines to be most appropriate, whether by telephone instructions, the issuance of updating documentation, corrective code, or other methods.
      1. Licensee acknowledges Software Application may contain technical or other mistakes, inaccuracies or typographical errors. Licensor does not represent that Software Application and supplied materials are free of such inaccuracies or errors.
      2. Licensee acknowledges Software Application performance will vary according to capabilities of database server, available user bandwidth, number of active users accessing database, volume of work entered in Software Application, user's network environment, and the Internet. Licensor makes no Software Application performance guarantee to the extent such performance may be adversely affected by the unique circumstances of the user's environment.
   2. Notwithstanding the warranty provisions above, Licensor shall have no warranty obligations with respect to any part or parts of the Software Application (i) which have been damaged by use; (ii) does not conform to the specific or general instructions of Licensor or to the provisions of the Documentation; (iii) if Licensee or any third party has modified or attempted to modify the Software Application; (iv) if the damage has occurred due to causes external to the Software Application, whether or not through the fault of Licensee; or (v) if Licensee has refused to implement changes recommended by Licensor.
   3. THE WARRANTY SET FORTH ABOVE SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER LIABILITIES, OBLIGATIONS, CONDITIONS AND/OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING BUT NOT LIMITED TO ANY IMPLIED AND/OR STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED AND/OR STATUTORY WARRANTIES ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE), AND LICENSEE HEREBY WAIVES ALL OTHER RIGHTS, OBLIGATIONS AND/OR WARRANTIES AND ASSUMES ALL RISKS AND LIABILITIES IN RESPECT THEREOF. LICENSOR MAKES NO WARRANTY THAT THE OPERATION OF THE SOFTWARE APPLICATION WILL BE ERROR FREE OR WITHOUT INTERRUPTION. LICENSOR DOES NOT WARRANT THE SOFTWARE APPLICATION SHALL OPERATE WITH ANY HARDWARE OR SOFTWARE APPLICATION OTHER THAN AS SPECIFIED IN THE DOCUMENTATION.
6. LIMITATION OF LIABILITY
   1. CurrentTrack ("Software Application"). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF OR DAMAGE TO REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT AND CONSEQUENTIAL DAMAGES OF ANY KIND, OR RESULTING FROM THE FURNISHING, PERFORMANCE, OR USE OR LOSS OF ANY SOFTWARE APPLICATION, OR DATA HOSTING SERVICE, OR OTHER MATERIALS DELIVERED TO LICENSEE HEREUNDER, INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT OR BREACH OF WARRANTY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. User fees shall only be discounted, pro rata, for loss of access due to circumstances in direct control of Licensor. Notwithstanding anything herein to the contrary, the maximum aggregate amount of money damages for which a Party may be liable to Licensee under this Agreement, resulting from any cause whatsoever, shall be limited to the amounts actually paid by Licensee to Licensor under this Agreement. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATION ON LIABILITY WILL NOT APPLY TO (A) LICENSOR'S INDEMNITY OBLIGATIONS; (B) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; AND (C) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY.
   2. QuickBooks Connector. Licensee hereby under no circumstances will hold Licensor or any of its employees or contractors liable for any direct, indirect or consequential damages caused by but not limited to negligence during use of the QuickBooks Connector application, including any loss of profit, income, productivity, revenue or future revenues by the Licensee for any consequential, incidental, special or exemplary damages incurred or suffered by Licensee due to (but not limited to) systems downtime, loss of data, network data, and network downtime. Licensee also agrees that in no event will Licensor or its employees or contractors be liable for damages that exceed the actual price paid for a service or product in a given month, regardless of the form of the claim.
7. INDEMNIFICATION
   1. Licensor Indemnities. Licensor will indemnify, defend and hold harmless Licensee Indemnitees from and against all third party claims, demands, suits, causes of action, awards, judgments and liabilities, including reasonable attorneys' fees and costs, (collectively "Claims") arising out of or alleged to have arisen out of infringement or violation of the Intellectual Property Rights of a third party by any Deliverable or Customer's authorized use thereof;
   2. Indemnification Procedure. With respect to the foregoing indemnities of the Parties, (i) the indemnified Party must promptly notify the indemnifying Party in writing of any Claim which may give rise to a claim for indemnification hereunder; (ii) the indemnifying Party must be allowed to control the defense and settlement of such Claim; (iii) the indemnified Party must cooperate with all reasonable requests of the indemnifying Party (at the indemnifying Party's expense) in defending or settling such Claim; (iv) the indemnifying Party, at its expense, shall have the right to pay, compromise, settle or otherwise dispose of any Claim, provided, however, that no settlement shall require the indemnified Party to make any payment or limit Licensee's use of Results without its consent; (v) no settlement shall be entered into which does not include the delivery by the settling third party of a full and final release of the indemnified Party from any and all liability with respect to such Claim; and (vi) the indemnified Party will have the right, at its option and expense, to participate actively in the defense or settlement of any action, suit or proceeding relating to such a Claim through counsel of its own choosing.
   3. Infringement. If any Deliverable (an "Infringing Item") becomes, or in the reasonable opinion of Licensee is likely to become, the subject of an infringement or misappropriation claim, Licensor will, in addition to indemnifying Licensee as provided in this Section 7 and to the other rights Licensee may have, promptly at Licensor's expense secure the right to continue using (or for Customer to continue using, as applicable) the Infringing Item or replace or modify the Infringing Item to make it non‑infringing, provided that any such replacement or modification will not degrade the performance or quality of the affected Deliverable (to the extent relevant).
8. DATA HOSTING SERVICES AND HOSTING PERFORMANCE METRICS
   1. Hosting services. Licensor shall (i) host the Software Application and permit access to the Software Application by Authorized Users via a secure password protected site(s) on the World Wide Web; (ii) host all data inputted into the Software Application by Authorized Users, internal clients, or other authorized persons, and (iii) install updates and upgrades to the Software Application as they become available, collectively referred to hereafter as "Hosting Services."
   2. Hosting Performance Metrics.
      1. Uptime. The guaranteed uptime for Hosting Services will be 99% between the hours of 7 a.m. ‑ 10 p.m. (EST), seven days a week on a monthly basis. For purposes of measurement, downtime is a measurement interval during which time the Software Application, at either the web server, application server or database server level, is not responsive to an automated availability transaction generated by the monitoring software running on Licensor's monitoring servers. Specifically excluded from the uptime percentage calculation is Planned Maintenance (defined in 9.3). Should Licensor fail to meet its guaranteed uptime, Licensor will credit Licensee's account for such period one (1) day of usage fee for every day the uptime is below 99%.
9. MAINTENANCE
   1. Maintenance Services. Licensor will supply to Licensee any improvements, upgrades, or modifications to the Software Application that Licensor makes generally available during the Agreement period (referred to as "Maintenance"). Such improvements, upgrades, or modifications do not require any additional or new software usage fees, maintenance fees or other fees, as long as Licensee's usage does not materially change. Any such improvements, upgrades, or modifications shall become part of the Software Application for all purposes of this Agreement. All suggestions, comments, ideas and improvements offered by Licensee regarding the Software Application become the property of Licensor and may be implemented without payment or consideration to Licensee.
   2. Licensee acknowledges and agrees Maintenance to be provided by Licensor is limited to the most current version of the Software Application.
   3. Maintenance Period. Licensor reserves the right to perform regularly scheduled maintenance ("Scheduled Maintenance") between the hours of 10 p.m. ‑ 5 a.m. (EST) each Monday to Sunday. If performed during office hours, Licensor must give 24‑hour notice to all authorized users of Licensee. Planned maintenance includes (i) voluntary down periods initiated by Licensee; (ii) down periods due to force majeur events; (iii) issues associated with Licensee's provided hardware, software and other equipment; (iv) issues associated with data uploaded to the Software Application by Licensee (including damages caused by viruses and other malicious code contained in data uploaded to the Software Application by Licensee; (v) down periods resulting from misuse by Authorized Users (e.g. an unapproved hack or denial of service attack initiated by an Authorized User); (vi) and/or illegal third party activity (e.g. virus attack or network intrusion attempts). The Scheduled Maintenance period and Planned Maintenance period are collectively referred to as the "Maintenance Period." Maintenance that occurs outside of the Maintenance Period will be considered downtime unless agreed to in advance by Licensee. This maintenance may prevent the Hosting Services from being accessed or used by Authorized Users. Planned Maintenance will not result in more than ten (10) single instances of downtime in excess of one (1) hour each in any calendar quarter.
   4. Exclusions. Licensor's obligation to provide Maintenance is contingent upon proper use of the Software Application. Moreover, Licensor shall be under no obligation to provide Maintenance should such services be required due to (i) improper operation; (ii) misuse, abuse or negligent use, repair, alteration or improper storage or any use which does not conform to the specific or general instructions of Licensor or to the provisions of the Documentation; (iii) any modification or attempted modification of the Software Application by Licensee or any third party; (iv) causes external to the Software Application, whether or not through the fault of Licensee; or (v) Licensee's failure or refusal to implement Software Application changes recommended by Licensor.
   5. Termination. Licensor may terminate Maintenance (i) for Licensee's failure to pay Monthly Subscription Fees when due; provided it notifies Licensee of such termination at least ninety days prior; or (ii) if this Agreement is terminated. Termination of Maintenance shall not in and of itself terminate this Agreement. Either party may terminate this Agreement, with or without cause, upon (30) days prior written notice.
10. SUPPORT AND ON‑SITE TRAINING
    1. Customer Support. Licensor will provide telephone and electronic mail support to Licensee between the hours of 8:30 a.m. ‑ 5:30 p.m. (EST) Monday through Friday, excluding holidays. Licensor will appoint a designated support contact person(s) for purposes of contacting Licensor regarding Maintenance and Support issues.
    2. Severity Level Descriptions
       1. Severity Level 1 - Business standstill: a complete loss of service in which the production system(s) or server(s) are down, or network components under Licensor's control or under the control of Licensor's hosting or network partner, or error within the application are preventing access to Software, or use of the Software.
       2. Severity Level 2 - High business impact: when users are unable to perform a mission‑critical business function. Missioncriticalis defined as any problem under Licensor's control that results in Users or Users' internal clients being unable to complete materially important business transactions via the Software.
    3. Issue Resolution
       1. Severity Level 1 - Licensor will provide report status every 4 hours as to system repairs. If after 48 hours the Application is still down the licensor will work 24 hours a day, 7 days a week until a temporary repair/workaround is in place. A permanent repair will be performed during business hours.
       2. Severity Level 2 - Licensor will work during business hours until a temporary repair is in place and then work to provide a permanent repair.
       3. Licensor will promptly investigate all questions and problems of Licensee. Licensee agrees to provide adequate information to Licensor to assist in the investigation and to confirm any problems have been resolved.
    4. On‑Site Training. Licensee may purchase on‑site training on configuration and deployment of new features at Licensor's fees as outlined in Pricing. Licensor shall work with Licensee to schedule the date(s) and time(s) of training. All travel, living and other out‑of‑pocket expenses incurred by Licensor will be paid by Licensee. Once a schedule is confirmed, two full business days' advance notice of cancellation or change in schedule must be given to Licensor. If a change or cancellation is made within less than two business days' notice, Licensee agrees to pay for one half of the time reserved plus any nonrefundable expenses such as airfare and hotel accommodations.
11. INSURANCE
    1. Licensor agrees to carry and maintain the following insurance during the Term: (i) Workers' Compensation insurance or similar insurance for the protection of Licensor's employees required by the laws of the jurisdiction where Licensor's main offices are domiciled, (ii) Commercial General Liability insurance (including Products/Completed Operations and Contractual coverage) with limits of at least $1,000,000.00 bodily injury and $1,000,000.00 property damage limits, and an aggregate of $2,000,000.00. The parties acknowledge that the types and limits of insurance specified above shall not be construed to limit Licensor's obligations under this Agreement, unless expressly stated elsewhere in this Agreement.
    2. Insurance Requirements. All insurance policies must be primary and non‑contributing and must be issued by companies licensed in the state where the Services are to be performed who hold a current Policy Holder Alphabetic Category Rating of not less than "A‑" and Financial Size Category Rating of not less than "VII" according to the latest edition of A.M. Best's Key Rating Guide. Any other insurance carried by Licensee, which may be applicable, will be deemed to be excess insurance and Licensor's insurance must contain a provision that it is deemed primary and non‑contributing with any insurance carried by Licensee. Each insurance policy required of Licensor must contain a cross‑liability or separation of insureds provision that provides that the insurance applies separately to each insured against whom a claim is filed and that the policies do not exclude coverage for claims or suits by one insured against the other. Licensor's insurance may be provided on the basis of primary and umbrella/excess coverage as long as the primary coverage is a minimum of $1,000,000.00 and the umbrella/excess coverage is at least as broad as the coverage under the primary policy, including the coverage for all additional insureds. It is the intent of the Parties to have Licensor's, and not Licensee's, insurance cover claims brought against either Party that arise out of or are related to this Agreement.
    3. Additional Insured. All of Licensor's insurance must not be terminated, permitted to expire, subject to non‑renewal, or materially altered, except on (30) days' prior written notice to Licensee. Such insurance must be maintained with deductible amounts, with insurers, and with forms that are acceptable to Licensee and must name Licensee as an additional insured, with coverage provided such additional insured as broad as provided to the named insured; provided, however, that the foregoing will not apply with respect to the Workers' Compensation or Employer's Liability Insurance. Licensor will require all of Licensor's subcontractors to comply with this Article.
    4. Subrogation. Licensor hereby waives all rights of recovery against Licensee on account of loss or damage occasioned to Contractor or others under Licensor's control or for whom it is responsible to the extent such loss or damage is insured against under any of Licensor's insurance policies which may be in force at the time of the loss or damage or would have been insured against if Licensor had complied with its obligations under this Article.
    5. Cooperation. Licensor agrees to reasonably assist and cooperate with Licensee with regard to the adjustment of all claims arising out of the performance of the Services and to reasonably cooperate with Licensee and any insurance companies in litigation or other disputes relating to such claims.
12. MISCELLANEOUS PROVISIONS
    1. Assignment. Neither this Agreement nor any rights hereunder, in whole or in part, shall be assigned or otherwise transferable by Licensee to a party outside of direct Licensee ownership, any said assignment or transfer shall be null and void.
    2. Severability. If any term or provision of this Agreement shall be found to be illegal or unenforceable, then, notwithstanding, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY OR LIMITED WARRANTY IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.
    3. Breach. No consent by either party to, or waiver of, a breach of this Agreement by the other party, whether express or implied, shall constitute consent to, waiver of, or excuse for any other different, continuing, or subsequent breach.
    4. Entire Agreement. This Agreement and the Schedules and attachments hereto constitute the entire agreement between the parties concerning the Program and supersede all prior agreements, whether written or verbal. No purchase order, other ordering document or any other document which purports to modify or supplement this Agreement or any Schedule or attachment hereto shall add to or vary the terms and conditions of this Agreement unless executed by both Licensor and Licensee. No amendment shall be made to this Agreement unless it is in writing and is executed by both of the parties.
    5. Governing Law. This agreement and the rights of the Parties hereunder shall be governed by and interpreted in accordance with the internal laws of the State of Kentucky, without regard to its conflict of law rules or choice of law principles. Exclusive jurisdiction and venue for any claims made by either Party against the other shall be within the state and federal courts located in the State of Kentucky.
    6. Convention on Contracts for the International Sale of Goods. The parties expressly agree the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
    7. Privacy Policy. The Licensor will not sell or otherwise distribute any proprietary information in regards to the Licensee without explicit written consent of Licensee.