Master Services Agreement Terms & Conditions

MASTER SERVICES AGREEMENT

WHEREAS, Client desires to have ARC provide information management cloud-based software and/or services
(collectively “Services”) and ARC has agreed to provide the Services to Client; NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, and
intending to be legally bound, the Parties hereto hereby agree as follows:

1. 1. DEFINITIONS “Client Data” means all data and
      information, including, without limitation, any graphics or images that are created, installed, uploaded
      or transferred in connection with the Services by Client or Client’s
      Users.“Documentation” means the technical documentation provided with the Services as
      updated from time to time.“Internal Business” means the use of the Services for
      Client’s core business, but excluding any use of the Services to provide software services in the nature
      of a service bureau, commercial hosting, or commercial information technology services to such third
      parties or to resell or distribute to third parties.“Services” means the services to be
      performed by ARC as described in Exhibit A or a SOW, including both Software Services and Professional
      Services. Software Services includes cloud-based software and mobile applications. Professional Services
      includes ARC services personnel who perform various service functions as described in Exhibit A or a
      SOW.“Statement of Work” or “SOW” means a separate document referencing
      this Agreement that is signed by both parties and states additional Services to be performed by ARC and
      the fees for such additional Services.“Users” means employees, consultants, contractors
      or agents of the Client who are authorized to access and use the Services in connection with the
      Internal Business of the Client and have been supplied user identifications and passwords by Client (or
      by ARC at Client’s request). Each User will receive a user ID and password to access the Services.
      Unless otherwise specified, User subscriptions are granted to individual, named persons and cannot be
      shared or used by more than one User but may be reassigned from time to time to new Users replacing
      former Users who have terminated an employment or some other prior relationship with Client, changed job
      status or function, or otherwise no longer require ongoing use of the Services.
   2. LICENSE GRANT AND RESTRICTIONS
      1. License Grant. Subject to the terms of this Agreement, ARC grants Client and its
         Users a worldwide, non-exclusive, non-transferable, non-sublicenseable, non-assignable (except in
         connection with a permitted assignment of this Agreement), revocable right and license to (a) access
         and use the Services for Client’s own Internal Business operations and not for the benefit of any
         other person or entity and (b) if the Services include Software, use the Software solely for the
         purpose of accessing and using the Services. The foregoing licenses may only be exercised by
         Client’s Users.
      2. Restrictions. Client shall use the Services and the Software solely for its
         Internal Business purposes as contemplated by this Agreement and shall not, nor allow a third party
         to, (a) modify, translate, copy, adapt or otherwise create derivative works or improvements, whether
         or not patentable, based on the Services or the Software, (b) create Internet “links” to or from the
         Services, or “frame” or “mirror” any content forming part of the Services, other than on Client’s
         own intranets or otherwise for its own Internal Business Purposes, (c) reverse assemble, reverse
         compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code,
         non-public APIs or underlying ideas or algorithms of the Services or the Software in whole or in
         part, except as and only to the extent this restriction is prohibited by law, (d) use the Services
         or the Software to send or store infringing, obscene, threatening, libelous, or otherwise unlawful
         or tortious material, including material harmful to children or in violation of third party privacy
         rights, (e) use the Services or the Software to send or store material containing software viruses,
         worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, (f)
         interfere with or disrupt the integrity or performance of the Services or the data contained therein
         or block or disrupt any use or enjoyment of the Services by any third party, (g) attempt to gain
         unauthorized access to the Services or its related systems or networks, or (h) remove or obscure any
         copyright, trademark or other proprietary notices, legends or labels contained in the Services or
         the Software, including on any reports or data printed from the Services.

1. SUPPORT, SERVICE LEVELS AND SECURITY
   1. Support. ARC shall provide support via email at support@skysite.com and via phone at 1-844-759-7483 to Client’s
      Users of the Services. This Support is included in the Services at no additional charge.
   2. Service Levels. ARC will provide the service levels described in Exhibit B for the
      Services.
2. RESPONSIBILITIES OF THE PARTIES
   1. ARC Responsibilities. ARC shall use commercially reasonable efforts to make the
      Services generally available 99.9% of the time, except for (i) planned downtime (of which ARC shall
      endeavor to give reasonable advance notice) or (ii) any unavailability caused by circumstances beyond
      ARC’s reasonable control, including without limitation, acts of God, acts of government, flood, fire,
      earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer,
      telecommunications, Internet service provider or hosting facility failures or delays involving hardware,
      software or power systems not within ARC’s possession or reasonable control, and network intrusions or
      denial of service attacks.
   2. Client Responsibilities. Client is responsible for all activities associated with the
      Services that occur under Client’s User accounts. Client shall (a) have sole responsibility for the
      accuracy, quality, integrity, legality, reliability, appropriateness, and actual content of all Client
      Data, (b) obtain any licenses and/or consents necessary for ARC to perform is obligations under this
      Agreement, (c) be responsible for ensuring the security and confidentiality of all User IDs and
      passwords, (d) prevent unauthorized access to, or use of, the Services, (e) notify ARC promptly of any
      unauthorized use of the Services or any breach, or attempted breach, of security of the Services, (f)
      identify and interpret all applicable local, state, federal, and foreign laws in using the Services and
      (g) not use the Services in a manner that would violate the laws of any country in which the Services is
      used by Client.
   3. Compliance with Laws. Client represents and warrants that, during the term of this
      Agreement, it will comply with all laws applicable to the use of the Services, including any laws
      applicable to Client’s industry.
3. FEES & PAYMENT
   1. Fees. Client shall pay all fees as specified in this Agreement or a SOW in U.S.
      Dollars. Except as otherwise provided herein, fees are non-cancellable and non-refundable.
   2. Invoicing & Payment. Fees for the Services are due upon receipt of invoice and
      payable in U.S. dollars within thirty (30) days of the invoice date without deduction of any kind. Any
      late payments will be subject to a service charge equal to 2% per month of the amount due or the maximum
      amount allowed by law, whichever is less.
   3. Taxes. The amounts payable to ARC are exclusive of any sales, use, excise, value
      added, import, business, service, goods and services, consumption, withholding or other applicable
      taxes, tariffs or duties (“Taxes”). Client is solely responsible for payment of all Taxes except for any
      taxes based solely on ARC’s net income.
4. TERM & TERMINATION
   1. Term. Unless sooner terminated pursuant to the terms hereof, this Agreement shall
      commence on the Effective Date and shall continue for a period of Five (5) years (“Term”). The Agreement
      shall automatically renew for additional, successive one (1) year periods (each a “Renewal Period”)
      unless otherwise terminated by either party by providing a written notice to the other party at least
      ninety (90) days prior to the end of the then-current term.
   2. Termination. A party may terminate the Services for cause upon 30 days written notice
      (10 days in the event of non-payment) to the other party of a material breach of this Agreement if such
      breach remains uncured at the expiration of such notice period. Notwithstanding anything to the contrary
      in this Agreement, if ARC terminates Client’s access to the Services due to Client’s breach of any of
      this Agreement, ARC is not obligated to issue a refund or credit for any unused portion of the Services.
      Upon any termination by Client for uncured breach by ARC, ARC shall refund Client any prepaid unused
      fees after the effective date of termination.
   3. Outstanding Fees. Termination, whether for cause or other circumstances, shall not
      relieve Client of the obligation to pay any fees for Services performed by ARC prior to the effective
      date of the termination. For these Services, ARC is entitled to recover a fee for the Services performed
      based on ARC’s then current price list for each service outlined in Exhibit A or the SOW. Services
      performed is defined as services completed as of the effective date of the termination.
   4. Effect of Termination. Within thirty (30) days after any expiration or termination of
      this Agreement, ARC will provide a digital copy of all of Client’s data residing in the ARC software as
      of the final date of service (not including hyperlinking services). In the event that this Agreement is
      terminated for Client’s breach, the full balance of any unpaid fees shall immediately become due and
      payable, together with any arrears unpaid at the time of default. Client acknowledges and agrees that,
      upon termination of this Agreement, ARC shall have no obligation to maintain or provide any Client Data
      and ARC shall, unless legally prohibited, delete all Client Data (and any backups thereof) in its
      systems or otherwise in its possession or under its control. Client further acknowledges and agrees that
      ARC is not liable for any loss or damage incurred by Client, its Users or any third party as a result of
      ARC’s deletion of Client Data upon the termination of this Agreement.
   5. Surviving Provisions. Sections 2.2, 5, 7, 8, 9.2, 10 and 11 shall survive any
      termination or expiration of this Agreement.
5. PROPRIETARY RIGHTS
   1. Reservation of Rights. ARC and its suppliers and/or licensors own the Software, the
      Services and any underlying infrastructure, including, without limitation, (a) ARC logos, ARC’s domain
      names, the product and service names associated with the Services, and other trademarks and service
      marks, (b) certain audio and visual information, documents, software and other works of authorship, (c)
      other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and
      other trade secrets, techniques, designs, inventions, data, images, text, content, APIs, tools and other
      tangible or intangible technical material or information provided in conjunction with the Services and
      (d) any and all updates, enhancements, bug fixes, patches or any similar changes that may be made
      generally commercially available to customers of the Services from time to time. Client acknowledges and
      agrees that (i) the Services, the Software and the Documentation are protected by United States and
      international copyright, trademark, patent, trade secret and other intellectual property or proprietary
      rights laws, (ii) ARC and its suppliers and/or licensors retain all right, title and interest
      (including, without limitation, all patent, copyright, trade secret and other intellectual property
      rights) in and to the Services, the Software, the Documentation, any other deliverables, any and all
      related and underlying technology and any derivative works or modifications of any of the foregoing,
      including, without limitation, as may incorporate suggestions from Client as contemplated by Section 7.3
      below, (iii) there are no implied licenses under this Agreement and any rights not expressly set forth
      in this Agreement are hereby expressly reserved by ARC, (iv) the Services and the Software is licensed,
      not sold and Client acquires no ownership or other interest (other than the license rights expressly
      stated herein) in or to the Software, the Services, the underlying infrastructure and the Documentation
      and (v) the Services are offered as an on-line, hosted solution, and that Client has no right to obtain
      a copy of the Services.
   2. Client Data.
      1. As between ARC and Client, Client retains all right, title and interest in and to Client Data. By
         adding, creating, installing, uploading, or transferring Client Data, Client grants ARC and its
         subcontractors a non-exclusive, worldwide, royalty-free, paid-up, irrevocable, sub-licensable and
         transferable right and license to host, cache, copy, and display Client Data in any form, medium, or
         technology now known or later developed during the Term and any Renewal Period for the purpose of
         and in conjunction with providing the Services. Client agrees not to send any personally
         identifiable information to ARC and further agrees that ARC shall have no liability for Client’s
         breach of the foregoing.
      2. Client represents and warrants that (i) Client owns or has sufficient legal right to the
         intellectual property rights in the Client Data, (ii) Client has and will keep in effect during
         Client’s use of the Services, all such licenses, approvals, consents and permissions necessary to
         provide the Client Data to ARC at no charge to ARC and (iii) the Client Data, including any use
         thereof by ARC as described herein, does not violate applicable law or the rights of any third
         party. Client agrees to indemnify, defend (with counsel reasonably acceptable to ARC) and hold ARC
         harmless from any reasonable costs and other amounts that ARC may incur from Client’s breach of any
         of the foregoing.
      3. Upon Client’s written instruction, ARC will destroy all hard copies of the Client Data provided by
         Client to ARC under this Agreement, and Client shall indemnify and hold harmless ARC from any claim
         or liability arising from such destruction. If Client fails to provide written instruction for the
         destruction or return of all hard copies of Client Data within 90 days after the expiration or
         termination of this Agreement, ARC may either store the Client Data at Client’s expense or destroy
         all hard copies of Client Data without any obligations or liabilities to Client.
      4. Client acknowledges and agrees that ARC is free to compile aggregated statistics that include the
         Client Data along with data of other ARC customers for internal or statistical use, provided that
         such use shall not (i) include any information that can identify Client or (ii) breach any of ARC’s
         obligations under Section 8 below.
      5. ARC has the right, but not the obligation, to remove any Client Data that may, in ARC’s sole
         discretion, violate this Agreement or that is otherwise objectionable.
      6. Client acknowledges and agrees that, except as expressly set forth herein, ARC is not responsible
         in any manner for Client Data, and that Client is solely responsible to retain adequate back-ups of
         Client Data and assumes all risk related to the transmission of Client Data to the Services. In
         addition, Client acknowledges that, notwithstanding ARC’s security precautions, Client’s use of, or
         connection to, the Internet provides the opportunity for unauthorized third parties to illegally
         gain access to the Services and Client Data. ARC cannot and does not guaranty the privacy, security,
         integrity or authenticity of any information transmitted over or stored in any system connected to
         or accessible via the Internet, or otherwise, or that any security precautions taken by ARC will be
         adequate or sufficient.
   3. Suggestions. ARC shall have a royalty-free, worldwide, perpetual, irrevocable license
      to use or incorporate into the Services any suggestions, ideas, enhancement requests, feedback,
      recommendations or other information provided by Client or its Users relating to the Services or the
      Software. Any such suggestions shall not be deemed to constitute Confidential Information or to impose
      any confidentiality obligations on ARC. ARC shall be free to use, disclose, reproduce, license or
      otherwise distribute and exploit any suggestions provided by Client as it sees fit, entirely without
      obligation or restriction of any kind on account of intellectual property rights or otherwise.
6. CONFIDENTIALITY
   1. Both parties acknowledge that in the course of performance hereunder, they may have access to
      confidential or proprietary information of the other party (“Confidential Information”). Both parties
      agree to use the Confidential Information only as necessary to fulfill their respective obligations
      under this Agreement and agree to hold such Confidential Information in confidence, except such
      disclosure as may be required by law. Each party agrees that it will treat all Confidential Information
      with at least the same degree of care as it accords to its own Confidential Information.
   2. Client agrees that all Confidential Information used, or created, by ARC to provide the Services shall
      be and remain the property of ARC, including without limitation proprietary software, accounting and
      tracking systems, pricing, forms, reports, and other like material used to provide the Services.
7. LIMITED WARRANTY & DISCLAIMER
   1. Limited Warranty. ARC represents and warrants that the Services shall be provided in
      a professional and workmanlike manner and materially in accordance with the Documentation. With respect
      to scanning or file renaming services provided hereunder, this limited warranty shall survive for a
      period of ninety (90) days from delivery to Client of the subject product; following the expiration of
      the aforesaid time period, ARC shall permanently delete all process images and related data used in
      production of the subject product and, unless otherwise agreed in writing, shall permanently delete all
      backup copies of the subject product. Warranty claims made with respect to scanning or file renaming
      services must be accompanied by the original of the hard copy from which the subject product was
      produced and, in the event that Client has destroyed or requested destruction of the original source
      hard copy from which the product was produced, this limited warranty will expire on the earlier of the
      date of destruction of the original source document or the end of the aforesaid ninety (90) day period.
      This limited warranty does not cover issues or failure resulting from abuse, misuse, alteration, acts of
      nature or disaster, unauthorized repair or installation, or use of the Services or the Software on or in
      connection with any hardware or software not specified in the Documentation. ARC’s sole liability (and
      Client’s sole and exclusive remedy) for any breach of this warranty will be, in ARC’s sole discretion
      and at no charge to Client (a) to use commercially reasonable efforts to provide Client with an error
      correction or work-around that corrects the reported non-conformity or, if ARC determines such remedies
      to be impracticable, (b) to allow Client to terminate and receive as its sole remedy any prepaid fees
      for the remainder of the Term or the then current Renewal Period after the effective date of
      termination.
   2. DISCLAIMER. THE ABOVE WARRANTY IS CLIENT’S EXCLUSIVE WARRANTY AND REPLACES ALL OTHER
      WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR
      CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OF TITLE AND
      NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED ABOVE, CLIENT ACKNOWLEDGES THAT THE SERVICES AND THE
      SOFTWARE ARE PROVIDED “AS IS” AND FURTHER ACKNOWLEDGES THAT ARC DOES NOT WARRANT THAT (A) THE OPERATION
      OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL
      COMPONENTS, (B) THE SERVICES ARE NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE OR (C) THE FEATURES OR
      FUNCTIONALITIES OF THE SERVICES WILL BE AVAILABLE AT ANY TIME IN THE FUTURE. CLIENT SHALL BE RESPONSIBLE
      AND ARC SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT CLIENT’S PROPOSED USE OF THE SERVICE COMPLIES
      WITH APPLICABLE LAWS IN CLIENT’S JURISDICTION(S). CLIENT AND ITS USERS USE OF THE SERVICES IS AT ITS OWN
      RISK AND CLIENT ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM ITS USE OR INABILITY TO USE
      THE SERVICES.
8. LIMITATION OF LIABILITY
   1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
      OR TO ANY THIRD PARTY FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION
      BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER
      ARISING, FOR ANY DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICE,
      LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR
      CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN,
      FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT
      INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN
      SYSTEM SECURITY OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH
      DAMAGES WERE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING
      ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, ARC’S MAXIMUM LIABILITY SHALL NOT EXCEED THE
      AGGREGATE AMOUNTS PAID OR PAYABLE TO ARC PURSUANT TO THIS AGREEMENT IN THE PRECEDING SIX (6) MONTH
      PERIOD. NOTWITHSTANDING THE FOREGOING, THIS SECTION 10 SHALL NOT APPLY WITH RESPECT TO (A) DAMAGES FOR
      BODILY INJURY (INCLUDING DEATH) AND DAMAGE TO REAL PROPERTY AND TANGIBLE PERSONAL PROPERTY (B) CLIENT’S
      BREACH OF SECTION 2.2, (C) THIRD PARTY CLAIMS BASED ON EITHER PARTY’S BREACH OF SECTION 4.3, (D)
      CLIENT’S BREACH OF SECTION 7.2(b) OR (E) A PARTY’S BREACH OF SECTION 8.
   2. Limitation of Action. Except for actions for non-payment or breach of either party’s
      intellectual property rights, no action (regardless of form) arising out of this Agreement may be
      commenced by either party more than two (2) years after the cause of action has accrued and upon the
      expiration of such time limit, any such claim and all respective rights related to the claim lapse.
9. GENERAL PROVISIONS
   1. Relationship of the Parties. Client and ARC are and at all times shall be and remain
      independent contractors as to each other. At no time shall either party be deemed to be the agent or
      employee of the other party, and no joint venture, partnership, agency or other similar relationship
      shall be created or implied by virtue of this Agreement.
   2. Piggybacking. Client and ARC agree that other public agencies, including without
      limitation those defined by United States (Local, State and Federal) Government Codes, shall have the
      option to piggyback upon the terms of this Agreement for their own use for the services defined in this
      Agreement or any other software applications or services provided by ARC. ARC shall establish pricing
      based on the agencies’ requirements which may differ from those noted in this agreement. Client shall
      incur no financial responsibility or liability in connection with the piggybacking upon this Agreement
      by another public agency. ARC agrees that any public agency piggybacking upon the terms of this
      Agreement shall be solely responsible for its own arrangement with pricing and payments to ARC and that
      the Client shall have no responsibility or liability whatsoever regarding the piggybacking arrangement.
   3. Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
   4. Modification. This Agreement may only be amended, modified or supplemented by an
      agreement in writing signed by each party hereto.
   5. No Waiver. No waiver by any party of any of the provisions hereof shall be effective
      unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth
      in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege
      arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or
      partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
      exercise thereof or the exercise of any other right, remedy, power or privilege.
   6. Severability. If any provision of this Agreement shall be adjudged by any court of
      competent jurisdiction to be illegal, unenforceable or invalid, that provision shall be limited or
      eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force
      and effect and enforceable, but shall not affect any other term or provision of this Agreement or
      invalidate or render unenforceable such term or provision in any other jurisdiction.
   7. Publicity. If ARC creates any audio, video or printed marketing material
      (collectively the “Materials”) in connection with the Services, Client agrees that ARC may use and
      display, the Materials solely for marketing and promotional purposes without liability for infringement
      of copyright or other proprietary rights. Client grants to ARC and its agents a limited, worldwide,
      non-exclusive, fully paid-up and royalty-free, perpetual, and irrevocable license to use, reproduce,
      publicly perform, and display the Materials. Client certifies as follows:
      1. Client represents and warrants it is the lawful owner of all right, title, and interest in and to
         the Materials and has the requisite power and authority to grant the rights licensed herein.
      2. Client agrees to defend, indemnify and hold ARC and its officers, directors, employees,
         shareholders, affiliates, agents and representatives harmless against any and all liability, loss,
         damage, claim or expense (including reasonable attorneys’ fees and costs) that any and all of the
         foregoing entities or persons may suffer or incur arising out of Client’s breach of any of the
         representations and warranties provided by Client in this Section of the Agreement.
   8. Subcontractors and Assignment. ARC may subcontract the provision of the Services, or
      any part thereof, including technical support, to subcontractors selected by ARC. Client shall not
      assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations
      or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of
      law or otherwise, without ARC’s prior written consent, which shall not be unreasonably withheld. For
      purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or
      reorganization involving Client (regardless of whether Client is a surviving or disappearing entity)
      will be deemed to be a transfer of rights, obligations or performance under this Agreement for which
      ARC’s prior written consent is required. No delegation or other transfer will relieve Client of any of
      its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in
      violation of this provision is void. ARC may freely assign or otherwise transfer all or any of its
      rights, or delegate or otherwise transfer all or any of its obligations or performance, under this
      Agreement without Client’s consent. This Agreement is binding upon and inures to the benefit of the
      parties hereto and their respective permitted successors and assigns.
   9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in
      accordance with the internal laws of the State of California without giving effect to any choice or
      conflict of law provision or rule (whether of the State of California or any other jurisdiction) that
      would cause the application of laws of any jurisdiction other than those of the State of California. Any
      legal claim, suit, action or proceeding arising out of this Agreement shall be instituted exclusively in
      the federal courts of the United States or the courts of the State of California in each case located in
      the City and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction
      of such courts in any such suit, action or proceeding and waives any objection based on improper venue
      or forum non conveniens.
   10. Attorneys’ Fees and Costs; Waiver of Jury. The prevailing party in any action to
       enforce or interpret this Agreement will be entitled to recover its attorneys’ fees and costs in
       connection with such action. To the maximum extent permissible, the parties hereby waive their rights to
       a trial by jury and acknowledge that such waiver is part of the consideration supporting this Agreement,
       without which, the parties would not have entered into this Agreement.
   11. Notices. Notices to be given or submitted by either party to other pursuant to this
       Agreement shall be in writing and directed to the address in the preamble to this Agreement or otherwise
       provided to the other party in writing and shall be deemed to have been given (a) when delivered by hand
       (with written confirmation of receipt), or (b) when received by the addressee if sent by a nationally
       recognized overnight courier (receipt requested) or by certified or registered mail, return receipt
       requested, postage prepaid.
   12. Complete Agreement. This Agreement, including all exhibits and addenda hereto,
       constitutes the sole and entire agreement between the parties with respect to the subject matter
       contained herein, and supersedes all prior and contemporaneous understandings, agreements, proposals or
       representations and warranties, written or oral, concerning its subject matter. In the event of any
       conflict between the provisions of this Agreement and any exhibit or addendum hereto, the terms of such
       exhibit or addendum shall prevail to the extent of any inconsistency. Notwithstanding any language to
       the contrary therein, no terms or conditions stated in a Client purchase order or in any other Client
       order documentation shall be incorporated into or form any part of this Agreement, and all such terms or
       conditions shall be null and void.
   13. Construction. The normal rule of construction to the effect that any ambiguities are
       to be resolved against the drafting party shall not be employed in the interpretation of this Agreement
       or any amendments or exhibits hereto.
   14. Force Majeure. Neither party is responsible for failure to fulfill any non-monetary
       obligations due to events or causes beyond its control.
   15. Authority. The individuals executing this Agreement on behalf of each party
       individually represent and warrant that he or she has been authorized to do so and has the power to bind
       the party for whom he or she is signing.
   16. Counterparts. This Agreement may be executed in counterparts, which taken together
       shall form one legal instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other
       means of electronic transmission shall be deemed to have the same legal effect as delivery of an
       original copy of this Agreement.

ARC shall provide the following services as may be set forth in any applicable SOW:

ARC Facilities is a cloud-based mobile software platform and app comprised of the following product
modules which may purchased separately or together: ARC Buildings, ARC Equipment, ARC Emergency, ARC Buildings
for Hospitals, ARC Equipment for Hospitals, ARC TI, and ARC Compliance.

ARC Buildings

As defined in the applicable SOW, ARC provides:

1. Cloud-based software platform and mobile dashboard app as further defined below and that performs
   the following functions:
   1. Analyzes large format digital building plans using ARC’s proprietary technology to identify all
      searchable items and assign both standard and custom (if required) index fields;
   2. Organizes building documents by building, year, document type, and index fields;
   3. Generates conformed sets of plans displaying various renovations as colorized layers on top of the
      original plan for each building;
   4. Organizes regional maps, campus maps, building maps, shut-offs maps and home pages;
   5. Using ARC’s proprietary auto-hyperlinking engine, the building documents are linked together within
      the mobile home pages;
   6. The organized and linked content is pushed to ARC’s mobile app for access by Users;
   7. ARC Buildings includes a mobile home page available through the mobile app including the following:
      1. Campus map with buttons to building home pages
      2. Building home pages including the following buttons and linked content: As Builts – List, As
         Builts – Conformed Set, and Shut-Offs
   8. Ongoing changes to the building documents are updated through the platform and pushed to the
      appropriate places on the mobile dashboards;
2. iPads, if included on the SOW and as described in Exhibit D
3. Document Scanning and Transportation Services if included on the SOW:
   1. As described below under Capturing and/or Scanning Services

ARC Equipment

As defined in the applicable SOW, ARC provides:

1. Cloud-based software platform and mobile app as further defined below and that performs the
   following functions:
   1. Analyzes digital O&M manuals and other equipment related content, such as asset tags using ARC’s
      proprietary technology to identify all searchable items and assign both standard and custom (if
      required) index fields;
   2. Organizes building maps, floor maps, equipment photos, O&Ms and/or maintenance folders within
      ARC’s mobile app for access by Users;
   3. Equipment can be tagged by Users with descriptive information and/or linked documents, and can be
      pinned to plan locations (a pin is a clickable object on a plan that takes the user to the detail page
      on the pinned item);

2. iPads, if included on the SOW and as described in Exhibit D
3. Document Scanning and Transportation Services if included on the SOW:
   1. As described below under Capturing and/or Scanning Services

ARC Emergency

As defined in the applicable SOW, ARC provides:

1. Cloud-based software platform and mobile app as further defined below and that performs the
   following functions:
   1. Organizes emergency documents in the mobile app through campus maps and building maps;
   2. Using ARC’s proprietary technology, the emergency documents are linked together within the mobile app;
   3. The organized and linked content is pushed to ARC’s mobile app for access by Users;
   4. ARC Emergency includes a mobile home page available through the mobile app including the following:
      1. Campus map with buttons to building dashboards
      2. Building home pages including an Emergency button;
      3. Emergency home pages for each building including the following buttons and linked content:
         emergency equipment maps, underground utilities, floor plans, safety data sheets, training, action
         plans by emergency type, emergency plan, safe refuge area, shut-offs, evacuation map, fire
         system/sprinklers and emergency contacts.
   5. Ongoing changes to the emergency documents are updated through the platform and pushed to the
      appropriate places on the mobile dashboards;
2. iPads, if included on the SOW and as described in Exhibit D
3. Document Scanning and Transportation Services if included on the SOW:
   1. As described below under Capturing and/or Scanning Services

ARC Buildings for Hospitals

Includes all the functionality shown above for ARC Buildings and is sized to handle the much larger document
volume within hospitals.

ARC Equipment for Hospitals

Includes all the functionality shown above for ARC Equipment and is sized to handle the much larger document
volume within hospitals.

ARC Compliance for Hospitals

As defined in the applicable SOW, ARC provides:

1. Cloud-based software platform and mobile app as further defined below and that performs the
   following functions:
   1. Analyzes digital compliance-related manuals, inspection reports and content, using ARC’s proprietary
      technology to identify all searchable items and assign both standard and custom (if required) index
      fields;
   2. Organizes compliance documents by building and document type;
   3. Using ARC’s proprietary technology, the compliance documents are linked together within the mobile
      app;
   4. The organized and linked content is pushed to ARC’s mobile app for access by Users;
   5. ARC Compliance includes a mobile home page available through the mobile app including the following:
      1. Campus map with buttons to building dashboards
      2. A compliance dashboard for each building including the following buttons and linked
         content:Environment of Care, Life Safety, Statement of Conditions Floor Plans, and Document List and
         Review Tool
   6. Ongoing changes to the documents for the equipment initially set-up by ARC are updated through the
      platform and pushed to the appropriate places on the mobile dashboards (i.e. additional equipment not
      included in the SOW will require a separate SOW and purchase);
2. iPads, if included on the SOW and as described in Exhibit D
3. Document Scanning and Transportation Services if included on the SOW:
   1. As described below under Capturing and/or Scanning Services

ARC TI

As defined in the applicable SOW, ARC provides:

1. A home page in the mobile app providing clickable access to key descriptive information about the TI
   project including current set of plans, contacts and other key information.
2. The functionality described below under ARC Projects

Software, Mobile Applications and Cloud Access included in all ARC Facilities Modules:

1. The organized information will be made accessible to the Client through ARC’s Software and Mobile
   Applications.
2. ARC Facilities is a Cloud-Based Software-As-A-Service solution that has ongoing development and release of
   new functionality. Generally, new functionality is included within the Services at no extra charge. From
   time to time, ARC may release significant new products or functionality that constitute a different and
   separable product. In this case, and only if ARC charges other clients separately for this new product, then
   such new product functionality would not be included in the Services described herein.
3. ARC will provide the cloud hosting and access Services via Amazon Web Services.
4. ARC will maintain Services as set forth in the Service Levels at www.skysite.com/sla.
5. There is no cost associated with log-in IDs. Clients may have as many log-ins as they require at no
   separate or additional cost.

Capturing and/or Scanning Services if included and as described on the SOW:

1. Client will have the targeted documents and digital media packaged in boxes and readied for pick-up, and
   will provide access for pick-up by ARC’s services team. ARC will pick-up and securely transfer all boxes to
   ARC’s Service Center using ARC’s barcoding and chain of custody processes.
2. For small format documents, unless otherwise stated, the defaults for this type of work will be as
   follows:
   1. Scan as single-page or multi-page PDF as needed;
   2. Scan black and white;
   3. Two-sided: Scan as two consecutive images; and
   4. Scan at 200 DPI resolution.
3. For large format documents, unless otherwise stated, the defaults for this type of work will be as
   follows:
   1. Large format: Scan as one image at 200 DPI resolution Black & White;
4. Services to be performed on materials received from Client that fall outside the scope of the material
   outlined in the SOW will be identified. Client will be notified so that ARC may receive additional
   instruction and provide Client with pricing (if appropriate) for the handling of those extraordinary
   services and materials outside the scope of Services contemplated under this Agreement.
5. ARC expects the documents to be of good quality which will not require additional preparation prior to
   scanning. Should the quality of the documents require document preparation, ARC will provide pricing and
   timelines for the Service for these types of documents.
6. Document Retention. Prior to the scanning process beginning, the Client will provide ARC’s Project Manager
   with the Client’s post scanning document handling instructions to destroy or return the paper documents.
   Neither a paper document storage option nor a document destruction option is contemplated or included in
   Services provided under this Agreement. Should the Client delay providing the approval for document
   shredding beyond the time ARC needs the documents for file conversion and scanning, the Client will incur
   and be responsible for payment of document storage fees.

ARC Projects

As defined in the applicable SOW, ARC provides:

1. the SKYSITE Platform and Construction App as follows:
   1. SKYSITE is a Cloud-Based Software-As-A-Service solution that has ongoing development and release of
      new functionality. Generally, new functionality is included within the Services at no extra charge.From
      time to time, ARC may release significant new products or functionality that constitute a different and
      separable product. In this case, and only if ARC charges other clients separately for this new product,
      then such new product functionality would not be included in the Services described herein.
   2. ARC will provide the cloud hosting and access Services via Amazon Web Services.
   3. ARC will maintain Services as set forth in the Service Levels at www.skysite.com/sla.
   4. The number of unique projects per year for which SKYSITE Projects is used shall be limited to the
      licensed quantity as noted on the applicable SOW.
   5. There is not a limit nor separate cost associated with the number of Users of SKYSITE Projects.

ARC Archives

As defined in the applicable SOW, ARC provides:

1. All Services described above under Capturing and/or Scanning Services.
2. SKYSITE Archives platform
   1. SKYSITE is a Cloud-Based Software-As-A-Service solution.
   2. ARC will provide the cloud hosting and access Services via Amazon Web Services.
   3. ARC will maintain Services as set forth in the Service Levels at www.skysite.com/sla.
   4. The number of end-user licenses to SKYSITE Archives shall be noted on the applicable SOW.

Additional Services

1. Project Management. Each Party shall designate and assign a project manager (each a “Project Manager” and
   collectively referred to herein as “Project Managers”). The Project Managers’ responsibilities will include,
   but not limited to, coordinating and communicating project requirements and providing feedback and
   information as appropriate to their respective parties in a timely manner. Delays in communications may
   impact the project schedule. The Client’s Project Manager will also be responsible for the validation
   testing and sign off.  ARC will schedule a mutually agreeable timeline for a bi-weekly progress meeting to
   keep all stakeholders updated on the progress and to discuss open items. The Client’sProject Manager must be
   available for these meeting.
2. Data Migration if applicable
   1. Client will provide ARC with the standard folder structure to be implemented in ARC Facilities for
      publishing the scanned content.
   2. Client will provide guidance and direction on the document collection.
   3. ARC will migrate all the scanned images and associated metadata into ARC Facilities based on the
      folder structure mutually agreed to by the Client and ARC. Should the folder structure creation require
      additional labor, indexing or management, ARC will provide a revised scope of work and pricing.
3. ARC will train Client staff on the use of the Software and Mobile Applications.Generally, ARC provides a
   “Train the Trainer” approach, whereby ARC shall train 2-5 admins or super-users who will then train and
   support the Client’send users.
4. Customer Success Services: ARC will provide a Customer Success Representative to work with Client
   Administrations during the term of this SOW to address any questions, identify any additional needs and
   inform Clients of new functionality being released.
5. Support Services: 24X7 customer support is available at support@skysite.comor 844-SKYSITE (844-759-7483).
6. If noted on the applicable SOW, ARC will provide tablet devices for use by Client. Such devices will be
   subject to the terms and conditions specified in the applicable SOW and Exhibit D.

EXHIBIT B

Service Levels

The following service levels for the Services shall be provided to Client. These service levels cover both the
availability of the Services as described in Section 1 and the response times as described in Section 2.

1. Availability of the Service. The Services will be available 99.9% of the time.
   Availability will be calculated per calendar month as follows:

   Total – Non-excluded – Excluded X 100 > (99.9% availability)

   Total – Excluded

   • “Available” or “availability” means that requests for documents are completed and documents are
     returned regardless of latency. Availability of the Services requires correct configuration of policies
     by Client. For the avoidance of doubt, the unavailability of a specific document or the unavailability
     of some specific features or functions within the Services, while others remain available, does not mean
     that the Services are unavailable.
   • “Total” means the number of minutes for the calendar month.
   • “Excluded” means
     • Planned downtime, which shall be any period for which ARC gives 8 hours or more notice that the
       Services will be unavailable.
     • Any unavailability caused by circumstances beyond ARC’s reasonable control, including without
       limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror,
       strikes or other labor problems, computer, telecommunications, Internet service provider or hosting
       facility failures or delays involving hardware, software or power systems not within ARC’s
       possession or reasonable control, and network intrusions or denial of service attacks.

   For any partial calendar month during which Client subscribes to the Services, availability will be
   calculated based on the entire calendar month, not just the portion for which Client subscribed.

2. Severity Definitions; Response and Escalation Times.
   Severity Definitions

   Severity Level	Severity Description
   Severity 1 (Critical)	Service outage; Services are “Down”; no workaround. Materially impaired functionality.
   Severity 2 (High)	Operational aspects of the Services are severely degraded. Continuous or frequent instabilities. Inability to deploy a feature, function or capability. Successful workaround in place for a severity 1 issue.
   Severity 3 (Medium)	Performance of the Services is impaired with limited impact. A functional, stress or performance failure with a workaround. Successful workaround in place for a severity 2 issue.
   Severity 4 (Low)	Operational issues for certain features/capabilities with no impact and no loss of functionality. General “how-to” questions. Documentation/process issues.

   Response & Escalation Times

   ARC will respond to Client in accordance with the response time noted in the table below. ARC’s target is to
   achieve these response times (at minimum) 90% of all requests.

   Severity Level	Response Time	Escalation Time	Update Frequency
   Severity 1	Immediate	2 hours	Continuous
   Severity 2	1 hour	24 hours	Daily
   Severity 3	8 business hours	5 business days	Weekly
   Severity 4	3 business days	10 business days	Weekly

   *Severity 1 and 2 issues must be logged by telephone, or immediately followed up by telephone if logged
   online, to help ensure the response time target is met.

   ** ARC will make every reasonable effort to resolve the reported problem, provide a work-around or escalate
   to the next level within the times listed. ARC makes no commitment to resolve an issue within a specific
   time.

   Response time is the time between initial contact and active engagement by ARC. The response times stated
   here are targets only. Actual response times may vary.

   • Severity 1 requests are responded to on a 24X7 basis.
   • Severity 2 requests are responded to on a 24×7 basis, as agreed to between Client and ARC.
   • Severity 3 and 4 requests are responded to during normal business hours for the region where the
     service request was originated.
3. Escalation by Client. In the interest of customer satisfaction and efficient case
   management, a “duty manager” is on call 24×7 as a resource to assist customers who may feel that the
   severity of their issue has not been accurately characterized, or the response has not been within the
   stated timelines. To expedite the resolution or elevate the severity of a reported problem, Client may
   contact the on-call duty manager. This can be done by calling the 24/7 global on-call duty manager contact
   line at 1-877-TRY-ARC1 (Worldwide). When contacting the duty manager, Client is required to provide:
   • A current, active service request number
   • Clear contact information in the event of call-back which includes:
     • Primary contact name
     • Primary contact telephone number
     • E-mail information
     • Alternative contact(s) in the event of unavailability of the primary contact
4. Certified Administrator. Only Certified Administrators may contact ARC for technical
   support. “Certified Administrator” means an employee of Client who attended and passed ARC approved training
   curriculum for the Services as certified by ARC. Client must have a minimum of two (2) Certified
   Administrators, not to exceed five (5). ARC shall have no obligations under Section 2 or Section 3 if anyone
   other than a designated Certified Administrator contacts ARC.
5. Disclaimers. No commitment is made under this policy with respect to: (a) the Services
   being used in conjunction with hardware or software other than as specified in ARC’s published
   documentation, (b) alterations or modifications to the Services, unless altered or modified by ARC (or at
   the direction of or as approved by ARC), (c) defects in the Services due to accident, hardware malfunction,
   abuse or use other than in accordance with ARC’s published documentation (unless caused by ARC or its
   agents), (d) an evaluation of the Services or other trial provided to Client at no charge and (e) any
   problems or issues of connectivity due to the network or internet connection of Client.In addition, ARC
   shall not be responsible for any failures or omissions (i) to the extent that they result from any actions
   or inactions of Client or third parties, (ii) that are caused by factors outside of ARC’s reasonable control
   or (iii) that result from the equipment of Client or a third party.THIS EXHIBIT B IS NOT A WARRANTY. ALL
   SERVICES AND MATERIALS RELATED TO THIS EXHIBIT B ARE SUBJECT EXCLUSIVELY TO THE LIMITED WARRANTIES (IF ANY)
   SET FORTH IN THE SERVICES AGREEMENT AND ARC MAKES NO OTHER WARRANTIES (WHETHER EXPRESS OR IMPLIED) REGARDING
   THE SERVICES AND DISCLAIMS ANY AND ALL LIABILITY FOR ANY FAILURE OF SECURITY, FAILURE OF BACK-UPS, LOST OR
   CORRUPTED DATA OR INTERUPTION OF BUSINESS. THE SOLE AND EXCLUSIVE REMEDY OF CLIENT FOR ANY BREACH OF THIS
   EXHIBIT B BY ARC SHALL BE AS SET FORTH IN SECTION 6.
6. Remedies. ARC’s sole obligation and Client’s sole and exclusive remedy for (a) failure to
   meet the uptime availability in Section 1, is that ARC will provide an extension of the current Term or
   Maintenance Period of subscribed Services at no charge to Client in an amount equal to 3 days of additional
   Services for each 1 hour or part thereof that the Services are not available, subject to a maximum of a full
   month of extended Services for any one year of subscribed Services and (b) failure to meet the response
   times in Section 2, is that ARC will re-perform the applicable obligation.
7. Reporting and Claims. To file a claim for extension of Services per Section 6, Client
   must contact support at support@skysite.com with the following details:
   • Downtime information detailing the dates and time periods for each instance of downtime during the
     relevant calendar month.
   • An explanation of the claim made under this policy, including any relevant calculations.

Claims may only be made on a calendar month basis and only for the previous calendar month or part thereof. All
claims must be made within 10 days of the end of each calendar month.

All claims will be verified against ARC’s system records. Should any claim submitted by Client be disputed, ARC
will provide to Client a record of the availability of the Services for the period in question. The record
provided by ARC shall be definitive. ARC will only provide records of the availability of the Services in
response to valid claims by Client at ARC’s sole discretion.

EXHIBIT C

Order Form or Statement of Work detailing the specific purchase.

EXHIBIT D

Tablet Terms and Conditions

ARC will provide the equipment specified on the corresponding SOW or Order Form (“Equipment”).

Any fees associated with network connectivity will be the responsibility of Client.

The following shall apply to the Equipment provided by ARC to Client:

ARC shall provide to Client use of ARC-owned Tablet Equipment as follows:

1. Provide Apple iPad(s) with comparable or better performance to iPad version 9.7, 10”, 128 Gigabyte
   storage, Wi-fi + Cellular, A9 chip and 2048 x 1536 pixel resolution at 264 ppi.
2. Provide a ruggedized case for the iPad(s).
3. Set-up the iPad(s) with the software apps and system access consistent with the purchases described on the
   appropriate SOW(s).
4. Ship the iPad(s) and ruggedized case(s) to the Client’s location.
5. Provide technical support via (844) 759-7483 or support@skysite.com
6. Repair a maximum of one (1) cracked screen per device per year provided Client pays a $49 fee per each
   incident.
7. Replace a maximum of 1 non-functional iPad per 2 years provided Client pays a $99 fee. For Clients with
   fewer than three (3) iPads, ARC shall replace a maximum of one (1) per 2 years provided Client pays a $99
   fee.
8. Client shall return all Equipment at the end of the term in good working order. If any iPads are returned
   damaged, then Client shall pay a repair fee not to exceed $427 per device;
9. At the end of the Term, Client has the option to purchase the rented iPad(s) based on the age of the
   devices as follows: less than (one) 1 year old, buy-out cost of $853; between one and two years old, buy-out
   cost of $427; or older than two years old, buy-out cost of $142. In addition to the purchase price, Client
   shall pay all applicable sales and use taxes for the Equipment;
10. Ownership. During the Term of this Agreement, all rented Equipment shall remain the sole property of ARC.
    At the end of the Term, if Client elects to purchase the Equipment and pays ARC for the Equipment, ownership
    of the Equipment shall be transferred to Client.
11. Risk of Loss. Once delivered to Client, risk of loss or damage to the Equipment, or any item, element or
    component thereof, shall be borne by the Client subject to the provisions of this Exhibit D.
12. Assignment. Client shall have no right to sell, transfer, assign or sublease the rented Equipment.
13. Intended Use. Client represents and warrants to ARC that the Equipment is not intended to be used for
    personal, family or household purposes. Client indemnifies ARC for any and all damages suffered by any party
    as a result of content or software downloaded by Client to the Equipment other than ARC’s software.
14. Limitation of Warranties. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ARC DISCLAIMS ALL WARRANTIES WITH REGARD
    TO THE PRODUCTS SOLD OR LOANED HEREUNDER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
    PARTICULAR PURPOSE OR PERFORMANCE. ARC’S EMPLOYEES MAY HAVE MADE STATEMENTS ABOUT THESE PRODUCTS. ANY SUCH
    STATEMENTS DO NOT CONSTITUTE WARRANTIES AND SHALL NOT BE RELIED ON BY CLIENT IN DECIDING WHETHER TO PURCHASE
    THESE PRODUCTS. ANY STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL OBLIGATIONS OR LIABILITY ON THE PART OF ARC
    FOR LOSS OF PROFITS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
    CONSEQUENTIAL OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE
    PRODUCTS SOLD HEREUNDER, NEGLIGENCE, OR OTHER BREACH OF THIS AGREEMENT. IN NO EVENT SHALL ARC BE LIABLE FOR
    ANY FAILURE OF PERFORMANCE OR DAMAGE TO THE PRODUCTS HEREBY CONVEYED, OR ANY OTHER PROPERTY OR EQUIPMENT OF
    CLIENT RESULTING FROM CLIENT’S CONNECTION, INTER-CONNECTION, INTERFACING, ATTACHMENT OR USE, WHETHER BY
    ELECTRICAL, MECHANICAL OR OTHER MEANS, OF THE PRODUCTS HEREBY CONVEYED TO OR WITH OTHER ITEMS OF EQUIPMENT,
    HARDWARE, FIRMWARE OR SOFTWARE NOT SPECIFICALLY APPROVED BY ARC IN THE AGREEMENT OR IN A SUBSEQUENT ADDENDUM
    HERETO, IN WRITING, SIGNED BY BOTH PARTIES.