2.1 Unless otherwise agreed in an applicable Order Form, this Agreement will commence on the Effective Date and will continue until this Agreement is terminated or expires as provided herein.

2.2 Unless otherwise agreed in an applicable Order Form, the initial term of this Agreement is 1 year (the "Initial Term"). This Agreement will automatically renew for consecutive terms of 1 year (each, a "Renewal Term") unless either Party, at least 45 days prior to the expiration of the then-current Initial Term or Renewal Term (each, a "Term"), provides written notice to the other Party of its intention not to renew, in which case this Agreement (and the applicable Order Form(s), as the case may be) will expire at the end of the then-current Term.

2.3 Upon termination of this Agreement, Client shall immediately cease use of the Services and Ocrolus shall provide Client with all outstanding invoices and Reports within 30 days after the date of effective notice of termination or non-renewal. Client must make a final payment to Ocrolus for all obligations owed by Client within 30 days after the receipt of the final invoice.

2.4 If Client never reaches its Go Live Date, Ocrolus may terminate the Services on at least 10 business days' written notice to Client. Client may reinstate Services by providing Ocrolus with written notice that it would like to continue using Ocrolus Services.

2.5 Either Party may terminate the Agreement or an agreement made pursuant to and subject to the Agreement, effective immediately upon written notice to the other Party, if the other Party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, (e) Ocrolus' provision of Services to Client is prohibited by Applicable Law, or (f) either Party materially breaches this Agreement and such breach is not cured within 30 days from notice by the non-breaching Party.

3.1 General Duty. Each Party (in such capacity, the "Recipient") agrees to maintain the confidentiality of Confidential Information (as defined below) provided by or on behalf of the other Party (in such capacity, the "Disclosing Party") under this Agreement. Recipient agrees to take all commercially reasonable steps to prevent disclosure or dissemination of the Disclosing Party's Confidential Information to any person or entity other than those directors, officers, employees, agents, and contractors of Recipient who have a need to know it in order to assist Recipient in performing its obligations or exercising its rights under this Agreement, and who have been made aware of and agreed to be bound by confidentiality obligations at least as restrictive as those contained in this Agreement. In addition, the Recipient must not use the Disclosing Party's Confidential Information, or authorize others to use the Disclosing Party's Confidential Information, for any purpose other than in connection with performing its obligations or exercising its rights under this Agreement. As used in this Agreement, "reasonable steps" means steps that a Party takes to protect its own similarly confidential or proprietary information, which steps must in no event be less than a commercially reasonable standard of care.

3.2 Definition of Confidential Information. "Confidential Information" means the terms of this Agreement and any information in any form emanating, directly or indirectly, from Disclosing Party, concerning or relating to the Disclosing Party or the business operations of the Disclosing Party, including proprietary technology and/or business plans, in each case which has been imparted to the Recipient by the Disclosing Party. "Confidential Information" includes, without limitation, all Records, Reports, improvements, ideas, discoveries, inventions, prototypes, financial information, customer information, developments, methods, techniques, engineering, know-how, trade secrets, systems, documentation, drawings, renderings, sales and marketing plans, artwork, descriptions, component specifications, information of or relating to the project for which the Recipient has received that information, whether or not that project is susceptible to patent, copyright or any other form of protection and whether or not reduced to practice, and technical or research information and software, including that in the development stage whether developed or being developed by the Disclosing Party or third parties at the request of the Disclosing Party. To the extent reasonable, all information disclosed by the Disclosing Party must be presumed to constitute Confidential Information and will be so regarded by the Recipient. "Confidential Information" does not include any information which (a) at the time of disclosure is known by the public or thereafter becomes public knowledge through no act or omission of or on behalf of the Recipient; (b) is disclosed to Recipient by third parties having a right to do so; (c) is known to the Recipient prior to disclosure; or (d) is developed independently by the Recipient without use or reference to the Disclosing Party's Confidential Information. Confidential Information does not include Anonymized Information. To the extent either Party maintains control or possession over any Confidential Information of the other Party, the terms of this clause will continue in full force and effect for a period of 3 years after the date of expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined by Applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.

3.3 Nothing contained in this Agreement should be read (a) to imply that Ocrolus retains, or to cause Ocrolus to in fact retain, the other Party's Confidential Information or to act in any data storage capacity for Client, or (b) limit either Party's right to delete, destroy or otherwise purge any Confidential Information at any time.

3.4 In the event that a Recipient is required by legal or governmental process to disclose Confidential Information, Recipient must, to the extent permitted by Applicable Law, promptly notify the Disclosing Party and reasonably cooperate (at that Disclosing Party's sole expense) to protect the Confidential Information requested from disclosure. Recipient must report to Disclosing Party, by telephone and e-mail, any unauthorized use or disclosure of Disclosing Party's Confidential Information promptly after the Recipient learns of such unauthorized use or disclosure.

3.5 Client agrees and acknowledges that Ocrolus may use Confidential Information, including the Records or Reports, for internal compliance and audit purposes to ensure performance and accuracy of Record review and may share the same with third parties engaged by Ocrolus for the purpose of conducting audits, accuracy reviews, or compliance reviews who are subject to obligations of confidentiality at least as restrictive as those contained in this Agreement. Ocrolus will be responsible for any breach of the obligations of this Section 3 (Confidentiality) by any of those third parties, or their affiliates or subsidiaries, unless that third party has an agreement directly with Client with respect to the subject matter of this Agreement. Ocrolus agrees to use industry standard methods to anonymize Confidential Information used pursuant to this sub-section.

3.6 Subprocessors.

4.1 Ocrolus must: (a) protect the security and confidentiality of all Records, Reports, and other Confidential Information that is processed, accessed, stored, or received by Ocrolus and (b) develop, implement, and maintain a written information security program with administrative, technical, and physical safeguards to protect Records, Reports, and other Confidential Information against any unauthorized disclosure or use and any anticipated or reasonably foreseeable threats or hazards to the security or confidentiality of the Records, Reports, and other Confidential Information.

4.2 Ocrolus' information security program must comply with all applicable federal and state laws as well as industry best practices, including as it relates to firewalls, patching, and encryption of confidential data at rest and in transit.

4.3 Client agrees that it will not provide Records to Ocrolus from any country outside of the United States without the consent of Ocrolus and the Parties entering into model standard contractual clauses (or other ad hoc clauses to validate the transfer of data).

4.4 Ocrolus agrees to develop, implement and maintain adequate policies supporting Ocrolus' information security program designed to reasonably protect, in accordance with industry standards, all Records, Reports, and other Confidential Information to which it has access, against security breaches as defined in this Agreement.

4.5 Ocrolus agrees to (a) update and keep its security program current in light of changes in relevant technology; and (b) authorize only its employees and contractors who are necessary for and directly involved in the performance of its obligations under this Agreement to have access to the Records, Reports, and other Confidential Information (whether physically or through computer system access) and solely on a "need-to-know" basis.

4.6 If at any time Ocrolus discovers or otherwise becomes aware of: (a) any unauthorized access to Records, Reports, or other Confidential Information, or (b) any unauthorized intrusion or penetration involving systems or facilities under the control of Ocrolus resulting in unauthorized disclosure of Records, Reports, or other Confidential Information (each of (a) and (b), a "Security Breach"), Ocrolus must: (i) notify Client in writing of that Security Breach as soon as commercially possible, but no later than within 48 hours of when the Security Breach was confirmed, and furnish Client with the necessary details of that Security Breach; and (ii) cooperate with Client in any effort, action, or proceeding to protect the Records, Reports, and other Confidential Information and to mitigate and/or remediate the impact of the Security Breach, as Client reasonably deems necessary or as required by Applicable Law, including breach notification laws.

4.7 In the event of any Security Breach, Ocrolus must cooperate with Client and provide information that is reasonably requested in writing by Client with respect to the actions taken in response to that Security Breach and Ocrolus' compliance with the obligations set forth in this Section 4.

5.1 Client agrees to defend, indemnify, and hold harmless Ocrolus, its parents and affiliates, from and against all liabilities, claims, demands or suits (including reasonable attorney's fees and costs) arising from or otherwise related to: (a) Client's use of the Services in a manner not authorized by this Agreement; (b) any gross negligence or willful misconduct by Client in performance of this Agreement; (c) Client's breach or alleged breach of this Agreement; or (d) any claim that the Records or Client's Confidential Information infringe the intellectual property rights of any third party.

5.2 Ocrolus agrees to defend, indemnify, and hold harmless Client, its parents and affiliates (collectively, the "Client Indemnified Parties") against any third-party liabilities, claims, demands or suits (including reasonable attorney's fees and costs) that arise from: (a) any gross negligence or willful misconduct by Ocrolus in performance of the Services under this Agreement; (b) Ocrolus' breach or alleged breach of this Agreement (including any Security Breach or unauthorized disclosure of Client's Confidential Information); or (c) any claim that the use of the Services as authorized in this Agreement infringes the intellectual property rights of any third party.

5.3 In the case of any claim by Client for indemnification under sub-section 5.2(c), Client agrees to provide Ocrolus with timely written notice of that claim, that Ocrolus will have sole control over the defense of such claim, and that Client will provide or procure reasonable cooperation from Client Indemnified Parties upon Ocrolus' request for any such assistance.

5.4 Should any Services become, or in Ocrolus' opinion be likely to become, the subject of a claim by Client for indemnification under clause 5.2(c), Ocrolus agrees to, at its option: (a) procure for the Client Indemnified Parties the right to make continued use of the Services in accordance with this Agreement; (b) replace or modify the affected Services so that they become non-infringing but with substantially equivalent functionality and performance; or (c) if neither (a) nor (b) is reasonably available, terminate this Agreement and provide Client with a pro-rata refund of any prepaid unused fees.

5.5 Ocrolus will have no liability or indemnification obligations under this Agreement based on (a) use for a purpose or in a manner for which the Services were not designed; (b) use of any older version of Services software when use of a newer revision was made available by Ocrolus to Client; or (c) any use of the Services in breach of this Agreement.

5.6 Neither Party will be liable to the other for consequential, incidental, indirect, punitive, or special damages (including loss of profits, data, business, or goodwill), from any cause of action of any kind, including any action sounding in contract, tort, breach of warranty, or otherwise.

5.7 It is further agreed that each Party's aggregate liability for direct damages in connection with a claim under this Agreement will not exceed the total amount paid or received by the respective Party in the 12 months preceding the date upon which that claim first accrued.

6.1 Client Representations, Warranties and Covenants.

6.2 Ocrolus Representations, Warranties and Covenants.

6.3 Disclaimer of Warranties. Except as expressly provided in this Agreement, Ocrolus disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by Ocrolus or its authorized representatives will create a warranty of any kind or in any way increase the scope of Ocrolus' obligations in this Agreement. The Services may be used to access and transfer information over the internet. Client acknowledges and agrees that Ocrolus does not operate or control the internet and that unauthorized users may attempt to obtain access to and damage Client's data, web sites, computers, or networks. Except with respect to breaches of this Agreement, Ocrolus will not be responsible for those activities. Client is responsible for preserving and making adequate backups of its data and any Records.

7.1 Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, arrangements or understandings, whether written or oral, with respect to that subject matter.

7.2 Binding Effect and Assignment. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors and permitted assigns of the Parties. The Parties may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets. Nothing in this Agreement is intended to confer upon any Party, or their respective successors and assigns, any rights or obligations under or by reason of this Agreement, except as expressly provided herein.

7.3 Modifications.

7.4 Waiver.

7.5 Independent Contractor Status.

7.6 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. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) the word "or" has the inclusive meaning frequently identified with the phrase "and/or"; (c) the word "including" has the inclusive meaning frequently identified with the phrase "including but not limited to" or "including without limitation"; and (d) any reference in this Agreement to any statute, rule, regulation, or agreement (including this Agreement), include its form after having been amended, restated, revised, modified, supplemented, reenacted, or succeeded.

7.7 Notices.

7.8 No Responsibility for Force Majeure Loss. Each Party agrees that the other Party will not be responsible for any damage resulting from force majeure events beyond the control of such other Party or its employees or agents, including the advent or escalation of wars, riots, pandemics, and natural disasters.

7.9 Choice of Law and Venue.

7.10 Jury Trial Waiver. In any action or proceeding commenced in connection with this Agreement, the Parties expressly and IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY.

7.11 Costs of Enforcement; Attorney's Fees. In the event of any litigation, arbitration, or other dispute arising as a result of, in connection with, or by reason of this Agreement, the substantially prevailing Party in that dispute will be entitled to receive reimbursement and payment of all costs and expenses incurred in connection with settling or resolving that dispute, including reasonable attorneys' fees.

7.12 Severability. Whenever possible, each provision of this Agreement must be interpreted in a manner that makes it effective and valid under Applicable Law. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without that provision, and this Agreement will be construed to the fullest extent possible as to give effect to the intentions of the provisions found to be unenforceable or invalid. The Parties agree that a court may reform that provision so that it is reasonable under the circumstances and that that provision, as reformed, will be enforceable, except that the material intent of the Parties in entering into this Agreement must not be defeated or rendered impossible by the removal of that provision from this Agreement.

7.13 Use of Name and Logo.

7.14 Surviving Provisions. Any of the provisions in this Agreement which expressly or impliedly by their nature should survive this Agreement will survive.

7.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will constitute one and the same document.

7.16 Electronic Signature. This Agreement and any other documents to be delivered in connection with it may be electronically signed, and any electronic signatures appearing on this Agreement or other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.