Master Services Agreement

MASTER SERVICES AGREEMENT

BY AND BETWEEN

CLIENT AND RAPID SEO HOST LLC

MSA 04-02-23

MASTER SERVICES AGREEMENT 

Hello and thank you for entrusting RAPID SEO HOST LLC, a Florida, Limited Liability Company  (“RAPID,” “we,” “us,” or “our”) to provide you with professional information technology services. This Master Services Agreement (this “Agreement”) governs our business relationship with you, so please read this document carefully and keep a copy for your records. 

This Master Services Agreement (Master Agreement) is entered into as of ____________________ (the “Effective Date”), between:

1. Client, a [state of incorporation] [type of entity, e.g., corporation] (Client)

and

2. RAPID.

The Parties agree to the terms and conditions set forth in this Master Agreement and in each Statement of Work executed by the Parties referencing this Master Agreement. Each Statement of Work is incorporated into this Master Agreement, and the applicable portions of this Master Agreement are incorporated into each Statement of Work. The several Statements of Work and this Master Agreement are herein collectively referred to as the “Agreement.”

1. Purpose and Structure of Agreement.
   1. Purpose of Agreement.
      1. Generally.
         1. Client desires to enter into an agreement for the provision by RAPID of the Services to the Client.
         2. RAPID has successfully developed, implemented, and provided the Services, or services like the Services, to Third Party clients of RAPID on a scale similar to or larger than contemplated by the Agreement; has the trained personnel and the business processes and systems necessary to provide the Services to Client; and desires to provide such Services to Client.
         3. The purposes and objectives of RAPID and Client for entering into the Agreement include: website development, hosting, and related services.
      2. Construction of this Section. The provisions of this Section 1(a) are intended to be a statement of the purposes and objectives of the Agreement and are not intended to alter the plain meaning of the terms and conditions of the Agreement or to require either Party to undertake performance obligations not required by the Agreement. To the extent that the terms and conditions of the Agreement are unclear or ambiguous, such terms and conditions are to be interpreted and construed consistent with the purposes set forth in this Section 1(a).
   2. Structure of Agreement.
      1. Components of the Agreement. The Agreement consists of:
         1. The provisions set forth in this Master Agreement;
         2. Statements of Work executed by the Parties pursuant to this Master Agreement.
      2. Definitions. All capitalized terms used in the Agreement shall have the meanings set forth Exhibit 1 (Definitions). Other capitalized terms used in the Agreement are defined where they are used and have the meanings so indicated.
      3. Statements of Work. The Services will be described in and be the subject of (i) one or more Statements of Work executed by the Parties pursuant to this Master Agreement, and (ii) this Master Agreement. 
      4. Deviations from Master Agreement, Priority. In the event of a conflict, the terms of the Statements of Work shall be governed by the terms of this Master Agreement, unless an individual Statement of Work expressly and specifically notes the deviations from the terms of this Master Agreement for the purposes of such Statement of Work on the “Deviations From Terms of Master Agreement” Schedule to such Statement of Work. In the event of a conflict, the terms of each Statement of Work shall govern the terms of the Schedules referenced therein. In the event of a conflict, the terms of this Master Agreement shall govern the terms of the Exhibits referenced herein. In the event of a conflict, a Change Order shall govern this Master Agreement, any Statement of Work(s), Schedule(s) and/or Exhibit(s) to which such Change Order applies with respect to the scope and duration of such Change Order.
2. Term of Agreement.
   1. Term of Agreement. The Term of the Agreement will begin as of the Effective Date and will terminate upon the latest expiration date provided for in an effective Statement of Work, unless earlier terminated or extended in accordance with the provisions of the Agreement. The term of each Statement of Work will be for the period set forth therein.
   2. Extension of Services. Client may request and RAPID will extend the provision of the Termination Assistance Services in accordance with Section 11(d) for an additional period of up to twelve (12) months (the “Extension Period”), upon not less than forty-five (45) days prior written notice before the scheduled termination or expiration of the provision of the Services, or if applicable, upon written notice given within thirty (30) days after the effective date of a notice of termination for any reason by either Party. Any such extension shall be on the terms, conditions, and pricing in effect at the time of the commencement of such extension and shall be considered an extension of the Term.
3. The Services.
   1. Obligation to Provide Services.
      1. Obligation to Provide Services. Starting on the Commencement Date of each Statement of Work and continuing during each Statement of Work Term, RAPID may provide the Services described in each such Statement of Work to, and perform the Services for, Client in accordance with the applicable Statement of Work and the Agreement.
      2. Responsibilities. RAPID and Client will each perform their respective duties, obligations, and responsibilities (“Responsibilities”) set forth in the responsibility matrix included in each Statement of Work. Client’s failure to perform a Responsibility will excuse RAPID’s obligation to perform its corresponding obligations under the Agreement only if RAPID provides written notice to Client of such failure and demonstrates that: (i) Client’s failure was the direct cause of RAPID’s inability to perform; and (ii) RAPID could not have continued performance by using reasonable methods, activities, and procedures. In the event of (i) and (ii), RAPID will be excused from performance of those Services impacted by Client’s failure to perform only to the extent that, and for so long as, Client’s failure to perform its Responsibilities prevents RAPID’s performance, and provided that RAPID takes reasonable steps to mitigate the effects of Client’s failure to perform.
   2. Compliance with Laws and Policies.
      1. Generally. RAPID may perform the Services in compliance with:
         1. All Laws applicable to RAPID in its performance and delivery of the Services;
         2. All Laws applicable to the portion of the operations of the Client performed by RAPID as part of the Services, just as if the Client performed the Services, as interpreted, augmented and/or modified by the Client Compliance Directives (collectively, the “Client Compliance Requirements”); and
      2. Client Compliance Directives. Client may instruct RAPID in writing as to compliance with any of the Client Compliance Requirements and changes in RAPID’s policies and procedures relating to such compliance (a “Client Compliance Directive”). RAPID is authorized to act and rely on, and shall promptly implement, each Client Compliance Directive in the performance and delivery of the Services, subject to the provisions of Section 3(b)(iii) below.
      3. Regulatory Changes. RAPID may, with Client’s approval and at RAPID’s expense, conform the Services in a timely manner to any changes in the compliance matters referred to in Section 3(b)(i)(A). RAPID may, with Client’s approval, conform the Services in a timely manner to any change in Client Compliance Requirements (including Client Compliance Directives). Such conformance of the Services shall be at RAPID’s expense with respect to changes in Client Compliance Requirements that are applicable to any of RAPID’s other clients for services which are the same as or similar to the Services or relevant components or modules of the Services. With respect to new or revised Client Compliance Requirements (including Client Compliance Directives) that are unique to the Client and require sustained and substantive changes in the Services or increases in the resources required to perform the Services, the Charges may be adjusted pursuant to the Change Control Procedures. If such changes and adjustments represent a material increase in the Charges for such Services or a material reduction in the quality or scope of the Services, then Client shall have the right to terminate the affected Statement of Work(s) or the relevant portion thereof without payment of any Termination Charge or other termination fee.
   3. Services Performed by Client or Third Parties.
      1. Non-Exclusive Relationship. RAPID is engaged by Client on a non-exclusive basis to provide the Services under the Agreement. Accordingly, subject to Section 11(a)(iii), Client retains the right to perform itself, or retain Third Parties to perform, any service, function, responsibility, activity, or task that is within the scope of the Services or would constitute a New Service. 
      2. RAPID Cooperation. To the extent Client performs any of the Services, or retains one or more Third Party vendors to do so, RAPID may cooperate with the Client and/or such Third-Party vendors, at no additional charge, as requested by Client. RAPID’s obligations hereunder shall be subject to the Third Party vendors’ compliance with reasonable facilities, data and physical security and other applicable standards and procedures, execution of appropriate and reasonable confidentiality agreements, and reasonable scheduling of computer time and access to other resources to be furnished by RAPID pursuant to the Agreement.
   4. Performance and Service Levels. RAPID agrees that the performance of the Services will meet or exceed each of the Service Level Specifications set forth in the applicable Service Level Agreement, subject to the limitations and in accordance with the provisions set forth in the Agreement and the applicable Service Level Agreement.
   5. Disaster Recovery Services.
      1. RAPID may, from the applicable Commencement Date, provide Disaster Recovery Services under each Statement of Work. In addition, RAPID may, within thirty (30) days of the Effective Date or such later timeframe as may be approved by Client, develop a Disaster Recovery Plan adapted to the provision of the Services, which RAPID may have the capacity to execute and perform. The Disaster Recovery Plan shall be subject to the review, audit, and written approval of Client. RAPID agrees to implement, maintain, and improve the Disaster Recovery Plan as necessary to keep the plan current with applicable industry standards and best practices, or as otherwise necessary to satisfy RAPID’s obligations under the Agreement. Prior to implementing any material Change to the Disaster Recovery Plan, RAPID will provide Client a copy of such Change for Client’s consent.
      2. RAPID will perform testing of the Disaster Recovery Plan at least once each Contract Year and may provide Client with the results upon request. Client (and/or its designee) may be permitted to participate in such tests. If the Disaster Recovery Plan fails to meet its success criteria, RAPID will promptly remedy any identified failures and as soon as reasonably practicable conduct another test of the Disaster Recovery Plan.
      3. Upon RAPID’s determination of a disaster or the possibility of the occurrence of a disaster, RAPID may promptly notify Client and implement the Disaster Recovery Plan. During any disaster, RAPID will notify Client daily of the status of the disaster. During a disaster, RAPID will not give greater priority to any of its other clients in its recovery efforts than it gives to the Client. Upon conclusion of a disaster, RAPID will as soon as reasonably practicable, provide Client with an incident report detailing the reason for the disaster and all actions taken by RAPID to resolve it.
   6. New Services.
      1. Client Requests for New Services. During the Term, Client may request that RAPID provide New Services. New Services may be activities that are performed on a continuous basis for the remainder of the Term or activities that are performed on a project basis. If after review of the Statements of Work either the service could qualify as an existing Service, or an Additional Resource Charge or other charging mechanism exists for such service, then the Parties will treat such service as an existing Service and RAPID will perform such service in accordance with its existing obligation to perform the Services and for the Charges associated with that Service. If the service does not qualify as an existing Service and an Additional Resource Charge or other charging mechanism does not exist for such service, then that service will be deemed a New Service. To request a New Service, Client will deliver a written request with reasonable detail regarding such service (the “New Service Request”) to the RAPID Contract Manager.
      2. RAPID Response. Within 30 days after RAPID’s receipt of Client’s New Service Request, RAPID will prepare and deliver to the Client Contract Manager a written statement (the “New Service Response”) describing any changes in products, services, assignment of personnel and other resources that RAPID believes would be required. No New Service implementation shall occur without the mutual agreement of the Parties to the terms and conditions of such New Service pursuant to the Change Control Procedures. Any agreement of the Parties with respect to New Services will be in writing, will constitute an amendment to the Agreement and shall also become a “Service” and be reflected in a new Statement of Work hereto or in an amendment to an existing Statement of Work hereunder.
   7. Facilities.
      1. Facility Designation and Changes. RAPID may provide the Services at the Facilities specified in the Statement of Work. The Parties shall use the Change Control Procedure to add, change and delete Facilities. RAPID will not, without the express written consent of Client, change, consolidate, eliminate, or add to the RAPID Facilities (each, a “Facility Change”). RAPID agrees that it will notify Client no less than 30 days in advance of any proposed Facility Change. Client may withhold its consent for any reason. Change of a Facility at Client’s request and any associated Charges shall be addressed through Change Control Procedures. With respect to any other permitted Facility Change, RAPID will be financially responsible for the related relocation, including any new or increased Taxes associated with the Facility Change, and all other expenses associated with the Facility Change. Any use of a Client Facility shall be subject to such provisions as may be set forth in the Statement of Work for such Services.
      2. Shared Service Facilities. If RAPID provides any of the Services to the Client from a RAPID Facility that is shared with a Third Party or Third Parties or from a Facility from which RAPID provides services to a Third Party or Third Parties, then RAPID may develop a process, subject to Client’s written consent, to restrict access in any such shared environment to Client’s Company Information so that RAPID’s employees providing services to any Third Party do not have access to Client’s Company Information.
4. Charges; New Services; Invoices; and Payments.
   1. Charges. Client agrees to pay to RAPID the Charges as specified in the applicable Statement of Work, together with the other amounts as described in this Section 4.
   2. Taxes.
      1. Responsibility. Client shall be responsible for Taxes imposed on, based on, or measured by any consideration for any provision of services or transfer of property by RAPID to Client, pursuant to the Agreement. Client shall not be responsible for (i) any taxes not within the scope of the term Taxes as defined in the Agreement, (ii) any Taxes on any amounts that are previously paid or incurred by RAPID and that are passed through to and reimbursed by Client or that are paid directly by Client to a Third Party service provider, or (iii) any Taxes, interest or penalties resulting from RAPID’s failure to timely remit Taxes to the appropriate taxing authority. RAPID may be responsible for all Taxes that are imposed on RAPID’s acquisition, ownership, or use of property or services in the course of providing property or services to the Client, it being understood and agreed that this provision shall not relieve Client of its responsibility and liability for Taxes under this Section 4(b) that are imposed upon any transfer or lease of such property from RAPID to Client. 
      2. Exemptions. Notwithstanding anything to the contrary in the Agreement, Client will not pay or reimburse RAPID for any Taxes related to the provision of goods or services for which Client provides RAPID with a valid and applicable exemption certificate, multi-state benefit certificate, resale certificate, or other reasonable evidence of exemption. RAPID will make all reasonable efforts to ensure that any exemption from any Tax that is available to Client will be utilized when RAPID makes any purchase on behalf of Client.
      3. Withholding Taxes. RAPID may be responsible for any Withholding Tax liability asserted by any tax authority against Client as a result of payments made by Client to RAPID under the terms of the Agreement. Client shall provide notice to RAPID of any assertion of Withholding Tax liability by any tax authority and shall make available to RAPID on a timely basis valid evidence of any Withholding Tax paid by Client to such tax authority.
      4. Cooperation. The Parties agree to reasonably cooperate with each other to enable each to determine its own Tax liabilities more accurately and to minimize such Taxes incurred in connection with the Agreement to the extent legally possible. 
   3. Invoices and Invoice Payment.
      1. Invoices. RAPID may render, by means of an electronic file, an invoice or invoices in a form specified by Client and otherwise in reasonable detail for the Charges incurred in each month. RAPID may identify all Taxes, Service Level Credits (or any other credits due to Client) and Pass Through Charges for the month in each such invoice. RAPID will use commercially reasonable efforts to identify and obtain invoices for Pass Through Charges, if any, that a Third Party Provider does not provide to the RAPID in a timely manner. RAPID may report each month to Client on the status of late Third Party Provider invoices and the RAPID’s efforts to obtain them. RAPID may not “mark up” the Pass-Through Charges.
      2. Payment. All amounts due to RAPID and set forth on a correct invoice delivered pursuant to paragraph (a) above and the applicable Statement of Work shall be due and payable upon Client’s receipt of such invoice. Failure to pay an invoice within 30 days may result in suspension of service, late fees, and termination of the account. Should a service be terminated for non-payment, the remaining balance on the Statement of Work shall be immediately due.
   4. Service Level Credits. If RAPID fails to provide the Services in accordance with the Service Level Specifications set forth in the applicable Service Level Agreement, RAPID may apply the resulting Service Level Credits against the Charges owed to RAPID for the month following the month in which the Service Level Credits were incurred upon request , if request is made within 5 days of the service interruption. No other remedy is available to the Client.
   5. Rights of Set-Off. With respect to any amount that (i) should be reimbursed to Client under the Agreement; or (ii) is otherwise payable to Client pursuant to the Agreement, Client may deduct the entire undisputed amount owed to Client against the charges otherwise payable or expenses owed to RAPID under the Agreement.
   6. Disputed Charges/Credits. In the event that Client disputes the accuracy or applicability of a charge or credit or other financial arrangement described in the Agreement, Client shall notify RAPID of such Dispute as soon as practicable after the discrepancy has been discovered. The Parties will investigate and resolve the Dispute in accordance with the expedited Dispute Resolution Procedures applicable to Financial Disputes. Unpaid and uncredited monies that are the subject of a good faith Dispute will not be considered a basis for monetary default under, or a breach of, the Agreement.
5. Covenants.
   1. Services. RAPID may render Services using personnel that have the necessary knowledge, training, skills, experience, qualifications, and resources to provide and perform the Services in accordance with the Agreement, and shall render Services in a prompt, professional, diligent, and workmanlike manner, consistent with industry standards applicable to the performance of such Services.
   2. Continuous Improvement. RAPID may diligently and continuously improve the performance and delivery of the Services by RAPID and the elements of the policies, processes, procedures, and systems that are used by RAPID to perform and deliver the Services, subject to the approval of Client in accordance with the Change Control Procedures.
   3. No Solicitation.
      1. Except as contemplated by Section 5(c)(ii) of this Master Agreement, RAPID agrees that, during the Term and for a period of one (1) year after the later to occur of the cessation of the Termination Assistance Services or the date of termination or expiration of the Agreement, RAPID agrees not to solicit or hire any of the employees, consultants, clients, prospective clients, RAPIDs, vendors, landlords or other business relations of the Client or interfere with the business relationship between the Client and such Person.
      2. Permitted Solicitations. RAPID may make general solicitations to the public (including solicitations by way of job posting web sites) or solicitations by a retained Third Party so long as the Third Party is not directed by RAPID or one of its Affiliates to make such solicitation to the persons to which the limitation of paragraph (a) above applies and hire or contract with any such person that responds to such a general solicitation.
   4. Export; Regulatory Approvals.
      1. Export Laws. The Parties acknowledge that any products, software, and technical information (including services and training) provided by the Client to RAPID and any RAPID Representatives under the Agreement may be subject to U.S. and other countries’ export Laws and any use or transfer of such products, software, and technical information must be authorized under those regulations. Each Party agrees that it will not use, distribute, transfer, or transmit any products, software, or technical information (even if incorporated into other products) in violation of U.S. and other countries’ export Laws. Neither Party will directly or indirectly “export” or “reexport” software or “technical data” disclosed to it by the other Party or the direct product of such software or “technical data” to any country, or citizen of any country, prohibited by U.S. or other countries’ export Laws.
   5. Approvals. RAPID will timely obtain and maintain all necessary approvals, licenses and permits (required by Law or otherwise) applicable to its business and the provision of the Services. Services Not to be Withheld.
      1. Prohibition. RAPID will not voluntarily refuse to provide all or any portion of the Services in violation or breach of the terms of the Agreement and/or any Statement of Work.
   6. Financial Covenants.
      1. Credit Trigger Event. RAPID may promptly notify Client in writing of the occurrence of a Credit Trigger Event. “Credit Trigger Event” as used herein means (i) an event of default under any material credit facility or material indenture or similar agreement governing long-term indebtedness of RAPID or RAPID Parent, as such term or any similar term is defined therein.
   7. Technology; Best Practices. RAPID will: (i) provide the Services using technology at a level current with the technology that RAPID implements for its general internal operations and at least comparable to the level of technology generally adopted in Client’s industry for provision of similar services; (ii) keep knowledgeable about changes and advancements in the technology necessary to provide the Services; and (iii) in performing the Services, utilize processes, procedures and practices that are consistent with the best practices it utilizes in performing services similar to the Services for its other clients, which practices will, at a minimum, be consistent with the best practices of similarly situated providers offering similar services within Client’s industry.
6. Security. Cyber security and viruses are an ever evolving threat and no technology system can be fully secured. RAPID will take commercially reasonable measures cyber security measures.
   1. Viruses. RAPID will continue to review, analyze, and implement improvements to and upgrades of its virus prevention and correction programs and processes that are commercially reasonable and consistent with the then current information technology industry’s standards. RAPID may take immediate action to eliminate and remediate the Virus’ proliferation and its effects on the Services, the Client Systems, the RAPID Information Systems and operating environments and processes used by RAPID to perform and deliver the Services, including RAPID Software and the Client Software without notice to the Client. At Client’s request, RAPID will report to Client the nature and status of all virus elimination and remediation efforts.
   2. Virtual Security. Client understand and agree that no security solution is one hundred percent effective, and any security paradigm may be circumvented and/or rendered ineffective by certain malware, such as certain ransomware or rootkits that were unknown to the malware prevention industry at the time of infection, and/or which are downloaded or installed into the Systems.We do not warrant or guarantee that all malware or malicious activity will be capable of being detected, avoided, quarantined or removed, or that any data deleted, corrupted, or encrypted by such malware. (“Impacted Data”) will be recoverable. Unless otherwise expressly stated in an SOW, the recovery of Impacted Data is out-of-scope. Moreover, unless expressly stated in an SOW, we will not be responsible for activating multifactor authentication in any application connected to RAPID Services. You are strongly advised to (i) educate your employees to properly identify and react to “phishing” activity (i.e., fraudulent attempts to obtain sensitive information or encourage behavior by disguising oneself as a trustworthy entity or person through email), and (ii) obtain insurance against cyberattacks, data loss, malware-related matters, and privacy-related breaches, as such incidents can occur even under a “best practice” scenario. Unless a malware-related incident is caused by our intentionally malicious behavior or our gross negligence, we are held harmless from any costs, expenses, or damages arising from or related to such incidents.
   3. Credential and Account Security. Client is solely responsible for ensuring that its login information is utilized only by Client and Client’s authorized users and agents. Client’s responsibility includes ensuring the secrecy and strength of user identifications and passwords. Rapid shall have no liability resulting from the unauthorized use of Client’s login information. If login information is lost, stolen, or used by unauthorized parties or if Client believes that any hosted applications or hosted data has been accessed by unauthorized parties, it is Client’s responsibility to notify Rapid immediately to request the login information be reset or unauthorized access otherwise be prevented. Rapid will use commercially reasonable efforts to implement such requests as soon as practicable after receipt of notice.
   4. Hosting Services. You agree that you are responsible for the actions and behaviors of your users of the Services. In addition, you agree that neither Client, nor any of your employees or designated representatives, will use the Services in a manner that violates the laws, regulations, ordinances, or other such requirements of any jurisdiction. 
   5. Reasonable Use. Client agrees that neither it, nor any of its employees or designated representatives, will: transmit any unsolicited commercial or bulk email, will not engage in any activity known or considered to be “spamming” and carry out any “denial of service” attacks on any other website or Internet service; infringe on any copyright, trademark, patent, trade secret, or other proprietary rights of any third party; collect, attempt to collect, publicize, or otherwise disclose personally identifiable information of any person or entity without their express consent (which may be through the person or entity’s registration and/or subscription to Client’s services, in which case Client must provide a privacy policy which discloses any and all uses of information that you collect) or as otherwise required by law; or, undertake any action which is harmful or potentially harmful to Rapid or its infrastructure.
   6. Disabling Code. RAPID will take commercially reasonable steps to ensure that there is no disabling code in any RAPID software.
7. Representations and Warranties.
   1. Representations and Warranties of Client. Client represents and warrants to RAPID:
      1. Organization; Power. As of the Effective Date, Client (i) is duly organized, validly existing and in good standing, and (ii) has full power to own, lease, license and operate its properties and assets and to conduct its business as currently conducted and to enter into the Agreement.
      2. Authorized Agreement. This Master Agreement has been, and each Statement of Work will be, duly authorized, executed and delivered by Client and constitutes or will constitute, as applicable, a valid and binding agreement of Client, enforceable against Client in accordance with its terms.
      3. No Default. Neither the execution and delivery of this Master Agreement or any Statement of Work by Client, nor the consummation of the transactions contemplated hereby or thereby, shall result in the breach of any term or provision of, or constitute a default under, any charter provision or bylaw, agreement (subject to any applicable consent), order, or Law to which Client is a Party or which is otherwise applicable to Client.
   2. Representations and Warranties of RAPID. RAPID represents and warrants to Client:
      1. Organization; Power. As of the Effective Date, RAPID (i) is a limited liability corporation, duly organized, validly existing and in good standing under the Laws of the State of Florida, and (ii) has full corporate power to own, lease, license and operate its properties and assets and to conduct its business as currently conducted and to enter into the Agreement.
      2. Authorized Agreement. This Master Agreement has been and each Statement of Work will be duly authorized, executed and delivered by RAPID and constitutes or will constitute, as applicable, a valid and binding agreement of RAPID, enforceable against RAPID in accordance with its terms.
      3. No Default. Neither the execution and delivery of this Master Agreement or any Statement of Work by RAPID, nor the consummation of the transactions contemplated hereby or thereby, shall result in the breach of any term or provision of, or constitute a default under, any charter provision or bylaw, agreement (subject to any applicable consent), order or Law to which RAPID is a Party or that is otherwise applicable to RAPID.
      4. Consents. Except as otherwise provided in the Agreement, no authorizations or other consents, approvals or notices of or to any Person are required in connection with (i) the execution, delivery and performance by RAPID of the Agreement, (ii) the development, implementation or operation of the Software, equipment and systems necessary for RAPID to perform the Services in accordance with the applicable provisions of the Agreement and in compliance with all applicable Laws and Client Compliance Requirements and RAPID regulatory requirements, or (iii) the validity and enforceability of the Agreement.
      5. No Infringement. RAPID represents and warrants that (i) the RAPID Assets, RAPID Software, Work Product, and all other items, information, systems, deliverables or software provided or used by RAPID (or any RAPID Representatives), and the Client’s use thereof, and (ii) the Services, and the Client’s receipt thereof, shall not infringe any U.S. or foreign patent or copyright, or misappropriate any Trade Secret or other proprietary right of any Third Party or otherwise conflict with the rights of any Third Party, and RAPID has obtained, and will obtain and maintain, all rights and licenses required from Third Parties to (x) operate, use, license and provide the RAPID Assets, RAPID Software, Work Product, and all other items, information, systems, deliverables or software provided or used by RAPID (or any RAPID Representatives), (y) provide the Services, and (z) otherwise perform its obligations under the Agreement. RAPID will acquire such further rights and licenses to the extent necessary to provide any New Services. RAPID may maintain in full force and effect the rights and licenses described in this paragraph for the Term and for the duration of the provision of Termination Assistance Services.
      6. Performance Warranty. The Services will conform to the description of the Services set forth in each Statement of Work and to general industry standards for the Services and products offered by RAPID pursuant to the Agreement. The RAPID Software and RAPID Facilities used by RAPID in providing the Services will conform to the description of the Services set forth in each Statement of Work and to the stated requirements and specifications set forth in the relevant documentation with respect to such RAPID Software and RAPID Facilities. In addition, each Deliverable and Work Product provided to the Client under the Agreement will conform to the stated requirements and specifications set forth in the relevant documents with respect to such Deliverable or Work Product, as applicable, and RAPID will promptly correct any non-conformance of a Deliverable or Work Product (and redeliver such corrected Deliverable or Work Product for acceptance), using appropriate resources which will not be charged to Client and with no adverse impact on the performance of other Services.
      7. Equipment. RAPID may maintain the Equipment so that it operates in accordance with its specifications, including (i) maintaining Equipment in good operating condition, subject to normal wear and tear, and (ii) undertaking repairs and preventive maintenance on Equipment in accordance with the applicable Equipment manufacturer’s recommendations.
      8. Data Processing and Transfers. With respect to any Processing of Personally Identifiable Information, RAPID (i) has full legal authority in each jurisdiction where Personally Identifiable Information will be Processed to Process such Personally Identifiable Information; (ii) will Process such Personally Identifiable Information only on behalf of the Client as necessary to carry out its obligations under the Agreement and only in accordance with the instructions of Client; (iii) will not Process such Personally Identifiable Information for purposes incompatible with those for which it was collected or subsequently authorized by the data subject; and (iv) has complied, and will comply, with all applicable Privacy Laws.
      9. Data Return or Destruction. Promptly upon the expiration or earlier termination of any Statement of Work, or such earlier time as Client requests, RAPID may, and shall cause RAPID Representatives to, return to Client, or at Client’s request, destroy or render unreadable or undecipherable if return is not reasonably feasible or desirable to Client (which decision shall be based on Client’s written statement), each and every original and copy in every media of all Personally Identifiable Information in the possession, custody or control of RAPID and RAPID Representatives. Promptly following any return or alternate action taken to comply with this subsection, RAPID may provide to Client a completed officer’s certificate certifying that such return or alternate action occurred. In the event applicable Law does not permit RAPID or any RAPID Representative to comply with the delivery or destruction of the Personally Identifiable Information, RAPID warrants, and shall cause any such RAPID Representative to warrant, that it shall ensure the confidentiality of the Personally Identifiable Information and that it shall not Process any Personally Identifiable Information disclosed by or on behalf of Client after termination of the applicable Statement of Work. 
      10. Compliance with Immigration Laws. None of the RAPID personnel working under the Agreement shall be an unauthorized alien under, and RAPID will at all times comply with all Laws relating to the screening, hiring and employment of all labor forces used in connection with the Services, including those relating to citizenship or legal work status, including the U.S. Immigration Reform and Control Act of 1986, as amended, and its successors, if any, and any implementing regulations therefor. RAPID will not assign Services to be performed to any RAPID personnel who are unauthorized aliens, and if any RAPID personnel performing any of the Services is discovered to be an unauthorized alien, RAPID will immediately remove such personnel from performing Services hereunder and replace such personnel with personnel who is not an unauthorized alien.
      11. Open Source. RAPID has not and will not incorporate any Software (whether in source code or object code format) into the Work Product, Client Software, RAPID Software or any other Software used in connection with providing the Services (collectively, “Affected Products”), and none of the Affected Products or any portion thereof is or will be subject to or distributed under any license, other agreement or understanding, that (i) would require the distribution of source code with the Affected Products or require source code to be made available when such is distributed to any Third Party; (ii) would impact, restrict or impair in any way the Client’s ability to license the Affected Products (to the extent owned or licensable by Client) pursuant to terms of the Client’s choosing; or (iii) would impact or limit the Client’s ability to enforce any patent or other Intellectual Property Rights of the Client against any Third Party in any manner.
      12. No Litigation. There is no action, suit, proceeding, or investigation pending or, to RAPID’s knowledge, threatened, that questions the validity of the Agreement or RAPID’s right to enter into the Agreement or any Statement of Work or to provide any of the Services.
   3. Pass-Through Warranties. In the event RAPID purchases or procures any Third Party products or services for the Client in connection with the provision of the Services, in addition to the foregoing representations, warranties and covenants, RAPID may pass through or assign to the Client the rights RAPID obtains from the manufacturers and/or vendors of such products and services (including warranty and indemnification rights), all to the extent that such rights are assignable. To the extent that such rights are not assignable by RAPID, RAPID agrees that the Client may assert or enforce any right RAPID may have to enforce such representations, warranties, and covenants, or if such can only be enforced by RAPID under its own name, upon written request by the Client, RAPID may take all reasonable action requested by the Client to enforce such representations, warranties and covenants.
   4. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY STATEMENT OF WORK, THE PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF ANY SERVICE, SOFTWARE, HARDWARE, DELIVERABLES, WORK PRODUCT OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT.
8. Relationship Protocols.
   1. Personnel Resources.
      1. Client Requested Replacement of RAPID Personnel. If Client determines and for reasons that are not unlawful, that the continued assignment to the Client account of any RAPID personnel is not in the best interests of the Client, then the Client Contract Manager may request by notice that RAPID replace any such individual with another qualified individual. After such notice, RAPID may immediately remove such individual from the Client account and replace such individual with RAPID personnel possessing qualifications and skills appropriate to the position.
      2. Independent Contractor. RAPID, RAPID’s employees, and employees of the RAPID Representatives are not and shall not be deemed, employees of Client. RAPID may be solely responsible for the payment of compensation (including provision for employment taxes, federal, state, and local income taxes, workers compensation and any similar taxes) and benefits associated with the employment of RAPID’s employees and, as between the Parties, the employees of the RAPID Representatives. RAPID may also be responsible for obtaining and maintaining all requisite work permits, visas, and any other documentation. RAPID represents that RAPID, its employees and the RAPID Representatives who will perform any of the Services, or any part thereof or related thereto, are authorized to perform Services under the Agreement.
   2. Use of Subcontractors.
      1. RAPID Use of Subcontractors. RAPID may subcontract any portion of the Services without the prior written consent of Client and otherwise in accordance with this Section 8(b). 
      2. RAPID’s Agreements with Subcontractors. Prior to subcontracting any of its obligations under the Agreement, RAPID may obtain contractual assurances from each subcontractor sufficient to enable RAPID to comply with the provisions of the Agreement. Each subcontract hereunder shall contain provisions specifying that RAPID subcontractor specifically agrees that RAPID may have the right to assign such subcontract to Client. All such contractual assurances and agreements must include a prohibition on further subcontracting or an obligation to obtain similar contractual assurances from any sub-subcontractor.
      3. Responsibility of RAPID. RAPID may remain primarily liable and obligated to Client for the timely and proper performance of all of its obligations hereunder, even if such obligations are delegated to a subcontractor that has been approved by Client, and for the proper and timely performance and actions of any person or entity to which it delegates or subcontracts any such obligation. RAPID will be responsible for the payment of all RAPID subcontractors.
   3. Contract Management.
      1. Third Party Agreements. The “Third Party Agreements” Schedule to each Statement of Work shall set forth those Third Party Agreements (if any) that shall be managed by RAPID in connection with the provision of the Services (“Managed Agreements”) and those Third Party Agreements between Client and a Third Party that are necessary for provision of the Services for which Client retains both financial and management responsibility (“Retained Agreements”). The “Third Party Agreements” Schedule or “RAPID Software” Schedule may include a list of Third-Party Software or services that RAPID will obtain on the Client’s behalf pursuant to one or more new or existing agreements between RAPID and a Third Party for such product or service (“RAPID Third Party Agreements”). RAPID may obtain in each such RAPID Third Party Agreement provisions enabling RAPID to meet its obligations set forth in Section 11(e) of the Master Agreement and otherwise in accordance with Section 8(c)(ii) of the Master Agreement. 
      2. Retained Agreements. The Parties acknowledge that the Retained Agreements designated as such in the “Third Party Agreements” Schedule (if any) may expire in accordance with their terms during the Term hereof. After expiration of any such Retained Agreement, RAPID is responsible for acquiring, managing, and maintaining, at RAPID’s expense, the item or service which is the subject of such Retained Agreement for the remainder of the Term. From and after the applicable Commencement Date, RAPID may be responsible for all costs, penalties or other charges incurred by Client as a result of any breach or non-compliance by (i) RAPID of any Retained Agreement, or (ii) Client, to the extent Client’s breach or non-compliance is the result of RAPID’s failure to properly and timely perform any duty or responsibility of RAPID under the Agreement that causes a breach of such Retained Agreement.
      3. Replacement Agreements. Except where otherwise expressly provided in the “Third Party Agreements” Schedule to a Statement of Work or where the Parties may otherwise agree, RAPID agrees that all contracts entered into by RAPID after the Effective Date with a Third Party Provider that replace an expired, cancelled or terminated Managed Agreement or Retained Agreement (“Replacement Agreements”), will be with reputable entities and will be subject to Client’s prior review and written consent. Except as otherwise agreed, neither the quality nor performance of the Services or Service Level Specifications shall be diminished nor the Charges payable by Client increased in the event RAPID replaces an expired, cancelled or terminated Managed Agreement or Retained Agreement. RAPID will use commercially reasonable efforts to obtain in each such Replacement Agreement provisions enabling RAPID to meet its obligations set forth in Section 11(e), including provisions specifying:
         1. That the Third-Party Provider specifically agrees that RAPID has the right to assign such agreement (or the applicable parts of such agreement) to Client or its designee and that such assignment shall occur upon Client’s written request;
         2. In the case of a Replacement Agreement pursuant to which RAPID is the licensee of RAPID-Licensed Software, that, notwithstanding the provisions of 11 U.S.C. §365(c)(1), the Third Party Provider consents to RAPID’s: (x) assumption pursuant to 11 U.S.C. §365(a), and (y) assignment pursuant to 11 U.S.C. §365(f), of such license in the event of RAPID’s bankruptcy;
         3. Nothing contained in such Replacement Agreement shall impair the rights of the Client; and
         4. Except as otherwise provided herein, nothing contained in such Replacement Agreement, or under the Agreement, shall create any contractual relation between the Third Party Provider and Client or any of its Affiliates prior to an assignment pursuant to paragraph (i) above.
   4. Required Consents. With the reasonable cooperation of Client, RAPID may have responsibility for obtaining, and paying for all fees and charges for, and expenses incurred in connection with obtaining, all of the Required Consents required to enable the provision and delivery of the Services, including Required Consents related to Third Party Agreements. If any Required Consent is not obtained with respect to any lease governing leased Equipment, any license or other agreement governing Third Party Software or any Third Party Agreement, then, unless and until such Required Consent is obtained, the Parties will cooperate with each other in achieving a reasonable alternative arrangement to continue processing the Client’s work which does not degrade service to the Client or result in any additional cost or expense to the Client. If and when requested by Client, RAPID will provide Client with evidence of Required Consents obtained by RAPID.
   5. Inspections and Audits.
      1. RAPID Records. RAPID may maintain, during the Term and at no additional charge to Client, complete and accurate records and supporting documentation pertaining to: (i) all Charges and financial matters under the Agreement; (ii) all other transactions, reports, filings, returns, analyses, Work Product, data and/or information created, generated, collected, processed or stored by RAPID and/or RAPID Representatives in the performance of the Services; and (iii) RAPID’s internal controls relating to the Services and those controls provided for in any Statement of Work to be executed by RAPID and relating to Client’s control over the activities of RAPID (collectively, “RAPID Records”), all in a manner sufficient to permit the audits in accordance with this Section 8(e).
      2. Operational Audits. RAPID may provide to Client and to internal and external auditors, inspectors, regulators and other representatives that Client may designate from time to time (“Client Auditors”) access in accordance with Section Error! Reference source not found. to perform operational audits and inspections of RAPID, RAPID’s Affiliates performing any part of the Services and RAPID’s subcontractors, and to their respective Facilities (“Operational Audits”), to: (i) verify the integrity of the Client Data, (ii) examine the systems that process, store, support and transmit that data and examine the results of external Third Party data processing audits or reviews relating to RAPID’s operations relevant to the Services, (iii) verify whether the Services comply with Client Compliance Requirements; (iv) examine the controls (e.g., financial and accounting controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and logical and physical access controls) and conduct walkthroughs (as defined by the Public Company Accounting Oversight Board (PCAOB) and other testing and review procedures); (v) examine the security, disaster recovery and back-up practices and procedures, (vi) examine RAPID’s development of Work Product; (vii) facilitate the Client’s compliance with Client Compliance Requirements; (viii) examine, test and assess RAPID’s systems, policies and procedures relating to intrusion detection and interception with respect to the RAPID systems used to provide the Services; and (ix) respond to any subpoena or legal process of, or involving, Client or its Affiliates.
      3. RAPID Audits and Reporting. RAPID may provide to Client at Client’s request, and for no additional compensation, all reports, opinions and certifications reasonably deemed necessary or desirable by Client to support the review, audit and preparation of audit reports relating to the Services.
      4. Document Retention. RAPID may retain all records, documents and data required to be maintained by it under the Agreement for such period as may be specified in any Statement of Work or as required by any Law applicable to the Client. All such records, documents and data shall be maintained in such form (for example, in paper or electronic form) as Client directs.
9. Technology; Intellectual Property Rights.
   1. Technology. The ownership and operational and financial responsibility for the purchase and maintenance of equipment, software and other assets used in connection with the Services are set forth in the “Asset Allocation Matrix” Schedule to each Statement of Work (each, an “Asset Allocation Matrix”). The Asset Allocation Matrix may be modified only in accordance with the Change Control Procedures. 
   2. Client Software.
      1. The initial list of Client Owned Software and Client Licensed Software, if any, that is necessary for the RAPID to use to perform the Services shall be identified in a “Client Software” Schedule to each Statement of Work. The “Client Software” Schedule shall be updated as provided therein and shall set forth all Client Software to be operated and/or used by RAPID in support of the Services covered by each Statement of Work. 
      2. As between the Parties, Client will retain all of its right, title, and interest in and to the Client Software. Client hereby grants to RAPID a non-exclusive, non-transferable, and fully paid license during the Term to use, maintain, modify, and enhance, as applicable, Client Owned Software for the sole purpose of providing the Services as required under the Agreement. This license may be terminated at any time by Client upon written notice to RAPID. Subject to the Parties having obtained any Required Consents for the Client Licensed Software, Client grants to RAPID, for the sole purpose of providing the Services, the right to use such Software under the terms and scope of the license granted to Client by the provider thereof. RAPID may comply with the duties, including use and non-disclosure restrictions imposed on Client by the licenses for such Client Licensed Software.  RAPID will use the Client Software in compliance with any applicable use restrictions (i) that are disclosed by Client to RAPID, or (ii) that are contained in the agreements governing the use of any Client Licensed Software that are provided or made available to RAPID. Unless otherwise stated, RAPID may be solely responsible for obtaining, installing, operating and maintaining at its expense any Client Licensed Software that RAPID, or any Third Party on RAPID’s behalf, installs or operates from within RAPID’s own or any Third Party’s computing environment (i.e., its own copy), and RAPID may be solely responsible for the payment of all fees applicable thereto.
      3. RAPID may reproduce copyright, patent and other legends which appear on any portion of all Client Software and other materials provided to RAPID which may be owned by Client or any Third Parties.
   3. RAPID Software. The initial list of RAPID Software that is necessary for RAPID to use to perform the Services shall be identified in a “RAPID Software” Schedule to each Statement of Work. Subject to the terms of the Agreement, the RAPID hereby grants to the Client a nonexclusive, worldwide, perpetual, irrevocable, paid-up license to exploit the RAPID Software and other materials provided by or through RAPID pursuant to the Agreement during the Term and thereafter.
   4. Proprietary Rights.
      1. Ownership of Work Product.
         1. If agreed to under a separately executed Statement of Work, RAPID agrees to disclose and promptly furnish to Client any and all technical information, computer or other specifications, documentation, works of authorship or other creative works, ideas, knowledge, or data, written, oral or otherwise expressed, originated by RAPID or by one or more of the RAPID Representatives as a result of work performed under or in anticipation of the Agreement (“Work Product”). Client hereby grants to RAPID a fully paid-up, non-exclusive license to use, display, copy and make Derivative Works of the Work Product solely for the purpose of providing the Services to the Client under the Agreement.
         2. In the event that any Intellectual Property Rights in the Work Product created by RAPID and/or RAPID Representatives hereunder vest in RAPID or any RAPID Representative, or any Work Product, or part or element thereof is found as a matter of law not to be a “work made for hire” within the meaning of the Act, RAPID may convey and assign to Client the sole and exclusive right, title and interest in and to all such Work Product, including all Intellectual Property Rights therein, and all copies of them if so agreed to in the Statement of Work.
      2. Pre-existing Materials. RAPID may obtain Client’s prior written consent prior to incorporating any inventions or materials previously made, developed, or copyrighted by RAPID or others, and not originated or developed hereunder (“Pre-existing Materials”) in any Work Product. If the Work Product includes Pre-existing Materials or requires the use of Pre-existing Materials, then RAPID grants and agrees to grant to the Client a perpetual, irrevocable, worldwide, non-exclusive and royalty-free license, with the right to sublicense, to make, use, sell, have made, copy, modify, distribute, display and perform the inventions, information or other aspects of the Pre-existing Materials, but only to the extent necessary to Exploit the Work Product originated or developed as a result of the work performed under or in anticipation of the Agreement.
      3. RAPID Patents. In consideration for the fees payable to RAPID under the Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, RAPID hereby (i) grants and will grant to Client and its Affiliates, a perpetual, irrevocable, worldwide, non-exclusive and royalty-free right and license under the RAPID Patent Rights, and (ii) covenants and agrees, and RAPID may cause each of the RAPID Affiliates to covenant and agree, at all times, to refrain from commencing any action against Client or its Affiliates arising from, relating to, in connection with or based on any alleged infringement of the RAPID Patent Rights based upon any past, present or future activity of Client or its Affiliates. RAPID may ensure that any purchaser, assignee, or exclusive licensee of one or more of the RAPID Patent Rights agrees in writing to the provisions of this Section 9(d)(iii), and RAPID acknowledges and agrees that any transfer of any RAPID Patent Rights without the foregoing provision shall be null and void.
      4. Use of Client Marks; No Other Rights. The trademarks, trade names and logos under which the Client markets its goods or services, together with Client’s and its Affiliates’ copyrights and know-how (collectively, “Client Marks”) are the sole and exclusive property of the Client. RAPID acknowledges and agrees that it does not have, and by reason of the Agreement will not acquire, any license, property right or right to use such Client Marks. RAPID agrees that each use by RAPID of the Client Marks shall have the prior approval of the Client. In addition, RAPID may comply with the Client’s applicable quality control standards regarding any use of the Client Marks. Except as expressly set forth herein with respect to Work Product or any Client Software (and subject to any Required Consents), RAPID further acknowledges and agrees that it does not have, and by reason of the Agreement will not acquire, any license, property right or right to use any Client Intellectual Property Rights, including any patents that may be held by the Client and Client grants RAPID no right in any such patents. 
      5. Knowledge Capital. The Parties agree that RAPID personnel providing Services on behalf of the Client hereunder shall be permitted to use their knowledge and skills based upon, but not disclose to any Third Party, Residuals. For these purposes, “Residuals” shall mean such general knowledge, know-how and experience, including processes, methods, techniques and concepts developed, conceived or acquired by RAPID personnel in connection with the Services as may be retained in the unaided memory of such personnel, but shall not: (i) include any circumstances whereby such person has intentionally memorized the information, idea, concept, methodology, process, know-how or technique for the purpose of using or disclosing it or for retaining and subsequently using or disclosing it; (ii) include any reference to, or otherwise include Company Information or Intellectual Property Rights of Client or a Third Party in a manner that would violate any of the terms of the Agreement; (iii) limit or otherwise modify RAPID’s confidentiality obligations contained herein; or (iv) include any ideas, concepts, methodologies, processes, know-how or techniques to the extent such ideas, concepts, methodologies, processes, know-how or techniques, are part(s) of any product or service offering of the Client. RAPID personnel’s ability to use Residuals as permitted herein shall not abrogate and is subject to any and all other provisions of the Agreement which would prohibit the provision of services to any Third Party or other activities of RAPID personnel. 
10. Confidentiality and Data.
    1. Company Information. RAPID and Client each acknowledge that the other Party may possess and may continue to possess Company Information, which has commercial value in such other Party’s business and is not in the public domain. Such Company Information may have been discovered or developed by such other Party or provided to it by a Third Party, and such other Party may hold property rights in such information by assignment, license or otherwise.
    2. Obligations.
       1. Client and RAPID will each refrain from unauthorized storage and disclosure, will hold as confidential and will use the same level of care (including both physical security and electronic security) to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by Third Parties of, the Company Information of the other Party as it employs to avoid unauthorized access, storage, disclosure, publication, dissemination or use of its own information of a similar nature, but in no event less than a reasonable standard of care. The concept of a “reasonable standard of care” shall include compliance by the Party receiving Company Information of the other Party with all Laws applicable to the security (physical security and electronic access and data security), access, storage, disclosure, publication, dissemination and use of such Company Information in the receiving Party’s possession, as well as all Laws applicable to the security (physical security and electronic access and data security), access, storage, disclosure, publication, dissemination and use of such Company Information in the disclosing Party’s possession. Notwithstanding the foregoing confidentiality and similar obligations in this Section 10 (but subject to compliance with Law), each Party may disclose to and permit use of the Company Information by, in the case of Client, other Affiliates of the Client, and in the case of both Parties, their respective legal counsel, auditors and Representatives where: (i) such disclosure and use is reasonably necessary, and is only made with respect to such portion of the Company Information that is reasonably necessary, to permit the RAPID and the Client to perform their obligations or exercise their rights hereunder or for their respective legal counsel, auditors and Representatives to provide the Services to or on behalf of the Client or for the Client to use the Services; (ii) such auditors and Representatives are bound in writing by obligations of confidentiality, non-disclosure and the other restrictive covenants set forth in this Section 10, at least as restrictive and extensive in scope as those set forth in this Section 10 (RAPID agrees that the “Form of Auditor Confidentiality Agreement” attached hereto as Exhibit 5 shall be sufficient with respect to Client’s auditors); and (iii) RAPID in the case of Client Company Information, and Client in the case of RAPID Company Information, assumes full responsibility for the acts or omissions of the persons and entities to which each makes disclosures of the Company Information of the other Party no less than if the acts or omissions were respectively those of RAPID and Client.
       2. Without limiting the generality of the foregoing, neither Party will publicly disclose the material commercial terms of the Agreement or the material substantive positions of the Parties in the negotiation of the Agreement, except to the extent permitted by this Section 10 and/or to enforce the terms of the Agreement, without the prior written consent of the other Party. Furthermore, except as set forth in the Agreement, neither RAPID nor Client will acquire any right in or assert any lien against the other Party’s Company Information, and/or refuse to promptly return, provide a copy in the format reasonably requested of, or destroy such Company Information upon the request of the disclosing Party. 
    3. Exclusions. Notwithstanding the foregoing and excluding Personally Identifiable Information, Section 10(b) shall not apply to any information which RAPID or Client can demonstrate was or is: (a) at the time of disclosure to it, in the public domain; (b) after disclosure to it, published or otherwise becomes part of the public domain through no fault of the receiving Party; (c) without a breach of duty owed to the disclosing Party, is in the possession of the receiving party at the time of disclosure to it; (d) received after disclosure to it from a Third Party who had a lawful right to and, without a breach of duty owed to the disclosing Party, did disclose such information to it; or (e) independently developed by the receiving Party without reference to or use of, including any actions authorized in Section 10(b)(i), the Company Information of the disclosing Party. Further, either Party may disclose the other Party’s Company Information to the extent required by Law or order of a court or governmental agency or the rules of any national stock exchange or any listing agreement with such stock exchange. However, in the event of disclosure pursuant to an order of Court or governmental agency, and subject to compliance with Law or such order of Court or governmental agency, the recipient of such Company Information shall give the disclosing Party prompt notice to permit the disclosing Party an opportunity to obtain a protective order or otherwise protect the confidentiality of such information, all at the disclosing Party’s cost and expense. The receipt of Company Information under the Agreement will not limit or restrict assignment or reassignment of employees of RAPID and the Client within or between the respective Parties and their Affiliates.
    4. Data Ownership; Client Data. All Company Information of Client (including Personally Identifiable Information, records and reports related to the Client, the business of the Client and the Services) whether in existence at the Commencement Date of a Statement of Work or compiled thereafter in the course of performing the Services, shall be treated by RAPID and any RAPID Representatives as the exclusive property of Client and the furnishing of such Company Information, or access to such items, by RAPID and/or any RAPID Representatives shall not grant any express or implied interest in RAPID and/or any RAPID Representatives relating to such Company Information, and RAPID’s and each RAPID Representative’s use of such Company Information shall be limited to such use as is necessary to perform and provide the Services to the Client. Upon request by Client and without regard to the default status of the Parties under the Agreement, RAPID and the RAPID Representatives shall promptly deliver to Client the Company Information (including all data, records and related reports regarding the Client, the business of the Client and the Services) in such format as reasonably requested by Client and in such hard copy as exists on the date of the request by Client.
    5. Security; Security Breach.
       1. Security Requirements. The Client’s guidelines for logical security, written rules, regulations, policies, and procedures applicable to RAPID’s delivery of the Services in effect as of the Effective Date and the Client’s guidelines for physical security at the Facilities are set forth in the “Client Security Requirements” Schedule to the applicable Statement of Work (the “Security Requirements”). Client shall notify RAPID in writing of any changes, updates, modifications or amendments of the Security Requirements.
       2. Safeguards. In addition to any specific requirements set forth in the “Client Security Requirements” Schedule, RAPID may use all appropriate or reasonable legal, organizational, physical, administrative and technical measures and security procedures to safeguard and ensure the security of the Client Data and to protect Client Data from unauthorized access, disclosure, duplication, use, modification or loss. In implementing such measures and procedures, RAPID will use at least the same level of care (including both physical security and electronic security) to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by Third Parties of, Client Data, as it employs, and Client employs, to avoid unauthorized access, storage, disclosure, publication, dissemination or use of their own information of a similar nature, but in no event less than a reasonable standard of care. The concept of a “reasonable standard of care” as used herein shall include compliance by RAPID with all Privacy Laws applicable to the security (Facility physical security and electronic access and data security), access, storage, disclosure, publication, dissemination and use of Personally Identifiable Information in RAPID’s possession, as well as all Privacy Laws applicable to the security (Facility physical security and electronic access and data security), access, storage, disclosure, publication, dissemination and use of Personally Identifiable Information in the Client’s possession.
       3. Security Assessment. Without limiting the generality of the foregoing, RAPID’s information security policies shall provide for (i) regular assessment and re-assessment of the risks to the security of Client Data and systems acquired or maintained by RAPID and/or RAPID Representatives, and (ii) protection against such risks.
       4. Media. RAPID may remove all Client Data from any media taken out of service and shall destroy or securely erase such media in accordance with the Security Requirements and otherwise in a manner designed to protect against unauthorized access to or use of any Client Data in connection with such destruction or erasure. 
       5. Security Breach. In the event RAPID becomes aware of any Security Breach, RAPID may immediately take any commercially reasonable action (considering the circumstances) after becoming aware of such Security Breach, notify Client in accordance with Section 16(h) of the Master Agreement or as required by law, of such Security Breach, specifying the extent to which Personally Identifiable Information was or is reasonably believed to have been compromised or disclosed. With respect to any Security Breach resulting from or due to acts or omissions of RAPID or any RAPID Representative other than in accordance with the terms of the Agreement, RAPID may, at its own expense, take commercially reasonable actions without notice to the Client. Client shall make the final decision on notifying Client’s clients, employees, service providers and/or the general public of such Security Breach, and the implementation of the remediation plan. If a notification to a client is required under any Law or pursuant to any privacy or security policies of the Client, then notifications to all clients who are affected by the same event (as reasonably determined by Client) shall be considered legally required. RAPID may reimburse Client on demand for all reasonable Notification Related Costs incurred by the Client arising out of or in connection with any such Security Breach resulting in a requirement for legally required notifications (as determined in accordance with the previous sentence). With respect to any Security Breach which is not due to acts or omissions of RAPID or any RAPID Representative other than in accordance with the terms of the Agreement, the Parties shall reasonably cooperate regarding which of the foregoing or other activities may be appropriate under the circumstances, including any applicable Charges for the same.
    6. Data Privacy. Client shall be and remain the controller of the Client Data and other Client Company Information for purposes of all applicable laws relating to data privacy, personal data, transborder data flow and data protection, with rights to determine the purposes for which the Client Data and other information is processed, and nothing in the Agreement will restrict or limit in any way Client’s rights or obligations as owner and/or controller of its data and information for such purposes. As the controller of such data and other information of the Client, Client will direct RAPID’s use of and access to the Client Data and other information, which such use and access shall in all cases be solely in accordance with the terms of the Agreement.
    7. Limitation. The covenants of confidentiality and other restrictive covenants set forth herein (a) will apply after the Effective Date to any Company Information disclosed to the receiving Party before and after the Effective Date and (b) will continue and must be maintained from the Effective Date through the termination of the Services and (i) with respect to Trade Secrets, until such Trade Secrets no longer qualify as Trade Secrets under applicable Law; (ii) with respect to Confidential Information, for a period equal to the longer of 12 months after termination of the Parties’ relationship under the Agreement, or as long as required by applicable Law; and (iii) with respect to Client Data, in perpetuity.
    8. Injunctive Relief. RAPID acknowledges that its violation of Section 10 would cause irreparable harm, the damages for which would be impossible to estimate, thus making any remedy at law inadequate. RAPID agrees that Client shall have the right to apply to any court of competent jurisdiction for and be granted an injunction compelling specific performance by RAPID of its obligations under the Agreement and/or the applicable Statement of Work without the necessity of posting any bond. This right will be in addition to any other remedy available under the Agreement (including the right to recover damages).
11. Termination.
    1. Termination by Client. Client may terminate the Agreement or any Statement of Work in whole or, in the case of termination pursuant to Sections 11(a)(i), (ii), (iii), (vii), (viii), (x) and (xi), in part, with respect to the affected Services, for any of the following reasons:
       1. Material Breach. Upon written notice to RAPID, in the event of either a material breach of the Agreement or any Statement of Work by RAPID that remains uncured for ten (10) days after receipt of written notice thereof by Client to RAPID, or the occurrence of a Service Level Termination Event as defined in the applicable Service Level Agreement; or
       2. Persistent Breach. Upon written notice to RAPID if there exists a series of material breaches that are cured within the permissible periods, or non-material persistent breaches, of this Master Agreement and/or any Statement of Work by RAPID that in the aggregate constitute a material breach or have a material adverse impact on the Services; or
       3. Convenience. For convenience with respect to any part of the Services upon one hundred twenty (120) days prior notice of the effective date of such termination, by Client to RAPID; or
       4. RAPID Insolvency. Upon written notice by Client to RAPID if RAPID or any Affiliate or subcontractor of RAPID performing a material portion of the Services becomes insolvent, or is unable to pay its debts or enters into or files (or has filed or commenced against it) a petition, arrangement, application, action or other proceeding seeking relief or protection under the bankruptcy Laws of the United States or any similar Laws of the United States or any state of the United States or transfers all or substantially all of its assets to another person or entity; or
       5. Change of Control of RAPID. In the event of a Change of Control of RAPID, or in the event RAPID acquires a Client Competitor, Client may terminate the Agreement upon one hundred twenty (120) days prior written notice to RAPID given not later than one hundred eighty (180) days after the occurrence of such Change of Control; or
       6. Damages Cap Exceeded. In the event RAPID incurs Direct Damages to Client in excess of sixty percent (60%) of the RAPID Direct Damages Cap, under the circumstances and resulting from the events described in Section 12(a)(i) and RAPID does not agree to reset to zero the Direct Damages counted toward the RAPID Direct Damages Cap upon notice from Client to reset the RAPID Direct Damages Cap; or
       7. Force Majeure Failure. Under the circumstances set forth in Section 16(c); or
       8. Critical Transition Milestone Failure. If any Critical Transition Milestone is not achieved on the date specified in the Transition Plan as a result of RAPID’s actions or failures to act as required under the Agreement, then Client may immediately terminate the Agreement as a whole or in part, at Client’s election, by providing notice to RAPID, given within ninety (90) days after the date such Critical Transition Milestone was to have been achieved, of Client’s election to so terminate, effective as of the date such notice is given or a later date specified in such notice, without providing RAPID any right to cure; or
       9. Failure to Meet Financial Covenants. Upon the occurrence of a Credit Trigger Event that is not cured within thirty (30) days, Client will have the right, upon written notice to RAPID, to terminate the Agreement and/or any Statement of Work for cause; or 
       10. Failure to Agree on Benchmark Adjustments. Under the circumstances set forth in the benchmarking provisions in the applicable Statement of Work; or
       11. Termination for Regulatory Change. Under the circumstances set forth in Section 3(b)(iii).

In the event of a partial termination of any Statement of Work pursuant to Sections 11(a)(i), (ii), (iii), (vii), (viii), (x) and (xi), Client shall provide RAPID with written notice of its intent to terminate, which notice shall specify a termination date no less than ninety (90) days after the date of the notice, and the Charges for the portion of the Services terminated shall be removed from the applicable Charges Schedule and any other terms shall be equitably adjusted to reflect the termination of such portion of the Services.

2. Termination by RAPID. RAPID may terminate the Agreement for cause if Client does not pay material undisputed amounts within 15 days of the date on which they are due. 
3. Termination Charges.
   1. Upon Termination by Client. In the event of a termination by Client pursuant to Section 11(a)(iii), Client shall pay RAPID the applicable Termination Charge. In no other event shall Client be responsible for the payment of Termination Charges or any fee, payment, or penalty. The Termination Charges, if any, shall be determined in accordance with the “Charges” Schedule to the applicable Statement of Work, and shall be invoiced by RAPID within 30 days of the effective date of termination.
   2. Cessation of Charges. Except as set forth in Section 11(c)(i) and 11(d)(iv), Client shall not be obligated to pay any Charges that would otherwise accrue and be payable by Client pursuant to the Agreement or any Statement of Work after the effective date of the expiration or termination of the Agreement or any such Statement of Work.
4. Termination Assistance Services.
   1. Cooperation. The Parties agree that RAPID will cooperate with the Client to assist in the orderly transfer of the services, functions, responsibilities, tasks, and operations comprising the Services under each Statement of Work provided by RAPID thereunder to the Client itself or a Successor RAPID in connection with the expiration or earlier termination of the Agreement and/or each Statement of Work for any reason. The Services include Termination Assistance Services and the Termination Assistance Services shall include, but not be limited to, (i) providing the Client and the Client Representatives, as necessary, with the services described in the “Termination Assistance Services” Schedule to each Statement of Work and such other portions of the Services as Client may request; and (ii) providing the Client and Third Parties participating in the transition activities, with reasonable access to the business processes, materials, equipment, software and other resources (including human resources) used by RAPID to deliver the Services, as reasonably necessary to support the transition of the relevant Services from RAPID to performance by the Client or one or more Successor RAPIDs of functions to replace such Services, provided that such third parties comply with RAPID’s reasonable security and confidentiality requirements, including execution of a confidentiality agreement consistent with each of the terms hereof. Neither the Term of the Agreement nor the term of any Statement of Work shall be deemed to have expired or terminated until the Termination Assistance Services thereunder are completed.
   2. Commencement. Upon Client’s request RAPID may provide Termination Assistance Services in connection with migrating the work of the Client to the Client itself or another services provider commencing up to one (1) year prior to expiration, or upon and after any notice of termination or of non-renewal of the Agreement or any Statement of Work. In no event will Client’s holding of monies in compliance with Section 4(e) of the Master Agreement be considered a failure by Client to pay amounts due and payable hereunder. Further, RAPID may provide the Termination Assistance Services in accordance with this Section 11(d) even in the event of Client’s material breach, including an uncured payment default, with or without an attendant termination for cause by RAPID, so long as Client pays RAPID for the Termination Assistance Services in accordance with this Section 11(d).
   3. Duration. Termination Assistance Services shall be provided through the effective date of the expiration or termination of each Statement of Work being terminated. Upon request by Client, the effective date of such expiration or termination shall be extended for the Extension Period as set forth in Section 2(b) of this Master Agreement.
   4. Charges. If any Termination Assistance Services provided by RAPID requires the utilization of additional resources that RAPID would not otherwise use in the performance of the Agreement and applicable Statement of Work(s), but for which there is a current Baseline, Client will pay RAPID for such usage at the then-current applicable Statement of Work(s) charges and in the manner set forth in the applicable Statement of Work(s). If the Termination Assistance Services requires RAPID to incur costs that RAPID would not otherwise incur in the performance of the other Services under the Agreement and applicable Statement of Work(s), then RAPID may notify Client of the identity and scope of the activities requiring that RAPID incur such costs and the projected amount of the charges that will be payable by Client for the performance of such assistance. Upon Client’s authorization, RAPID may perform the assistance and invoice Client for such charges. Client shall pay RAPID for authorized, additional charges incurred to provide such assistance to Client in accordance with Section 4(c)(ii) of the Master Agreement.
5. Other Rights Upon Termination. At the expiration or earlier termination of the Agreement and/or any Statement of Work for any reason, however described, RAPID agrees in each such instance to take any steps as detailed in the executed Statements of Work, as applicable.
6. Survival of Selected Provisions.
   1. Survival. Notwithstanding the expiration or earlier termination of the Services, the Agreement or any Statement of Work for any reason however described, the following Sections of the Agreement shall survive any such expiration or termination: Section 4, Section 7, Section 10, Section 11(c), Section 11(d), Section 11(e), Section 11(f), Section 12, Section 13, Section 15, and Section 16. Upon termination or expiration of the Agreement, all rights and obligations of the Parties under the Agreement shall expire, except those rights and obligations under those Sections specifically designated to survive in this Section 11(f)(i).
   2. Claims. Except as specifically set forth in the Agreement, all claims by any Party accruing prior to the expiration or termination date shall survive the expiration or earlier termination of the Agreement.
7. Liability.
   1. Liability Caps.
      1. RAPID Cap. RAPID DAMAGES SHALL NEVER EXCEED THE AMOUNT PAID BY THE CLIENT TO RAPID UNDER THE SOW IN WHICH THE DAMAGE WAS ACCURED (the “RAPID Direct Damages Cap”). The sum of the RAPID Direct Damages Caps set forth in the Statements of Work shall constitute RAPID’s aggregate liability for Direct Damages under the Agreement (the “RAPID Aggregate Direct Damages Cap”).
      2. Client Cap. Except as provided in Section 12(b), the liability of Client to RAPID arising out of or resulting from the performance and non-performance of Client’s obligations under the Agreement (including the Statements of Work) shall be limited to Direct Damages incurred by RAPID for each event that is the subject matter of a claim or cause of action. Except as provided in Section 12(b), Client’s aggregate liability for Direct Damages under each Statement of Work shall not exceed 3 times the value of the SOW (the “Client Direct Damages Cap”). The sum of the Client Direct Damage Caps set forth in the Statements of Work shall constitute Client’s aggregate liability for Direct Damages under the Agreement (the “Client Aggregate Direct Damages Cap”).

The RAPID Direct Damages Cap and the Client Direct Damages Cap are herein collectively called the “Direct Damages Caps”.

3. Excluded Damages. Neither Party shall be liable for damages that constitute (i) loss of interest, profit or revenue of the claiming Party, or (ii) incidental, consequential, punitive, multiple or indirect damages suffered by the claiming Party, except as the damages described in (i) and (ii) are included as a part of the Termination Charges, the Service Level Credits, Direct Damages, or as otherwise specifically provided for in the Agreement, even if such Party has been advised of the possibility of such losses or damages.

2. Exclusions. The limitations on the types and amounts of damages set forth in Section 12(a) and Section 12(c) shall not apply to, and no amounts or payments made to satisfy damages, Losses and other amounts described in this Section 12(b) shall be included in calculating the RAPID Direct Damages Cap or the Client Direct Damages Cap: (i) Client’s failure to pay charges for the Services that are due and payable under the Statements of Work up to the effective date of the termination of such Statements of Work; (ii) Losses covered under the Party’s indemnification obligations pursuant to Section 13; (iii) Losses arising from a violation of the provisions of Section 10 (Confidentiality and Data);
3. Direct Damages. Unless specifically provided to the contrary in the Agreement (including Section 12(b)), neither Party shall have any liability, whether based on contract, tort (including negligence), warranty, guarantee or any other legal or equitable grounds, to the other Party for any damages other than Direct Damages. “Direct Damages” means actual, direct damages incurred by the claiming Party.
4. Remedies.
   1. Client may seek all remedies available to it under law and in equity including injunctive relief in the form of specific performance to enforce the Agreement and/or actions for damages, or recover the Service Level Credits, subject to the limitations and provisions specified in this Section 12.
   2. RAPID may seek monetary damages resulting from Client’s breach of its obligations under the Agreement.

13. Indemnities.
    1. Indemnity by RAPID. RAPID will indemnify and hold harmless Client, its Affiliates, and the respective current, future, and former officers, directors, employees, agents, successors and assigns of each of the foregoing, and each of the foregoing persons or entities (the “Client Indemnitees”) on demand, from and against any and all Losses incurred by any of them up to the actual amount paid by Client in fees under the SOW, and shall defend the Client Indemnitees against all Claims arising from or in connection with RAPID’s work on a SOW.
    2. Indemnity by Client. Client will indemnify and hold harmless RAPID and its Affiliates, and the respective current, future and former officers, directors, employees, agents, successors and assigns of each of the foregoing, and each of the foregoing persons or entities (the “RAPID Indemnitees”) on demand, from and against any and all Losses incurred by any of them and shall defend the RAPID Indemnitees against all Claims arising from or in connection with:
       1. All Claims that any Client Software, or RAPID’s use thereof in accordance with the terms of the Agreement, infringes or misappropriates the Intellectual Property Rights of a Third Party; provided, however, Client shall have no liability or obligation to any of the RAPID Indemnitees under this Section 13(b)(i) to the extent that the claim of infringement or misappropriation is caused solely by: (i) such RAPID Indemnitee’s unauthorized use or modification of such item; or (ii) such RAPID Indemnitee’s use of such item in combination with any product or equipment not owned, developed, contemplated or authorized by Client, except where Client knew or should reasonably have known that such combination would be used by RAPID or such RAPID Indemnitee and did not object;
       2. All Claims arising from fraud committed by, or the willful misconduct of, the Client or their employees; and
       3. All Claims for Client’s tax liabilities, if any, as set forth in Section 4(b).
    3. Indemnification Procedures. An indemnified Party under this Section 13 shall promptly notify the indemnifying Party of any Claim with respect to which it seeks indemnity under this Section 13. An indemnifying Party may participate, at its own expense, in the defense of such Claim. If it so elects within a reasonable time after receipt of such notice, an indemnifying Party may, except as provided in the immediately following sentence and the last sentence of this paragraph, assume the defense of such Claim, with counsel reasonably satisfactory to the indemnified Party to represent the indemnified Party and any others the indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified Party shall have the right to retain its own counsel, but the fees and expense of such counsel shall be at the expense of such indemnified Party unless (i) the indemnifying Party and the indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named Parties to any such proceeding (including any impleaded parties) include both the indemnifying Party and the indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is agreed that the indemnifying Party shall not, in respect of the legal expense of any indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. The indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying Party agrees to indemnify the indemnified Party from and against any Loss by reason of such settlement or judgment. No indemnifying Party shall, without the prior written consent of the indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified Party is or could have been a party and indemnity could have been sought hereunder by such indemnified Party (i) if such settlement involves any form of relief other than the payment of money or any finding or admission of any violation of any Law or any of the rights of any person or has any adverse effect on any other Claims that have been or may be made against the indemnified Party, or (ii) if such settlement involves only the payment of money, unless it includes an unconditional release of such indemnified Party of all liability on claims that are the subject of such proceeding. An indemnified Party may assume control of the defense of any Claim if (i) it irrevocably waives its right to indemnity under this Section 13, or (ii) without prejudice to its full right to indemnity under this Section 13(a) the indemnifying Party fails to provide reasonable assurance to the indemnified Party of its financial capacity to defend or provide indemnification with respect to such Claim, (B) the indemnified Party determines in good faith that there is a reasonable likelihood that a Claim would materially and adversely affect it or any other indemnitees other than as a result of monetary damages that would be fully reimbursed by an indemnifying Party under the Agreement, or (C) the indemnifying Party refuses or fails to timely assume the defense of such Claim.
14. Insurance and Risk of Loss.
    1. RAPID Insurance.
       1. During each applicable Statement of Work Term, RAPID and each RAPID subcontractor that provides or performs any of the Services shall maintain and keep in force, at its own expense and without limiting its indemnity obligations as set forth in Section 13(a) of the Agreement, insurance of the types and at or above the minimum amount specified in the “Insurance” Schedule to each Statement of Work. 
       2. RAPID may deliver, and shall cause its subcontractors performing any portion of the Services under the Agreement to deliver, certificates of insurance verifying such coverage, in a form acceptable to Client, prior to the Commencement Date. Following the Commencement Date, RAPID may provide, and shall cause each of its subcontractors performing any portion of the Services under the Agreement to provide, certificates of insurance verifying such coverage to Client on an annual basis and as may otherwise be requested by Client. RAPID agrees to provide, and shall cause each of its subcontractors performing any portion of the Services under the Agreement to provide, in a form acceptable to Client, renewals of such certificates of insurance upon receipt of such renewals. Receipt and/or acceptance by Client of any certificate of insurance that does not satisfy the coverage criteria set forth in this Section 14(a), shall not operate as a waiver of RAPID’s or RAPID’s subcontractors’ obligations hereunder. RAPID may provide Client with prompt written notice, not to exceed thirty (30) days, in the event it learns that its coverage is substantially changed, cancelled, or not renewed. 
       3. The required insurance shall be provided by insurance companies of recognized standing, authorized to do business in the jurisdictions where operations are to be performed, and that have a minimum A.M. Best Rating of A. All such policies of insurance of RAPID and its subcontractors shall provide that the same shall not be canceled nor the coverage materially modified without first giving thirty (30) days prior written notice thereof to Client. No such cancellation or material modification shall affect RAPID’s obligation to maintain the insurance coverage required by the Agreement. RAPID and any subcontractors performing any portion of the Services under the Agreement shall name the Client as an additional insured on all policies specified in the “Insurance” Schedule to each Statement of Work, except for workers’ compensation insurance policies. All liability insurance policies shall be written on an “occurrence” policy form, unless otherwise agreed in writing. The Client shall be named as loss payee as its interest may appear on any property insurance policies of RAPID. The RAPID may be responsible for payment of all deductibles, self-insured retentions, and self-insurance carried by RAPID under its insurance program(s). The coverage afforded under any insurance policy obtained by RAPID pursuant to the Agreement shall be primary with respect to RAPID’s acts or omissions and not be in excess of, or contributing with, any insurance maintained by the Client and its assigns. RAPID and its subcontractors shall not perform under the Agreement without the prerequisite insurance. Unless previously agreed to in writing by Client, RAPID and its subcontractors shall comply with the insurance requirements herein and RAPID agrees to be solely responsible for any deficiencies in the coverage, policy limits and endorsements of its subcontractors performing any portion of the Services under the Agreement. If RAPID or its subcontractors fail to comply with any of the insurance requirements herein, upon written notice to RAPID by Client and a ten (10) day cure period, Client shall have the right, but not the obligation, to provide or maintain any such insurance, and to deduct the cost thereof, plus a reasonable administrative fee as designated by Client, from any amounts due and payable to RAPID under the Agreement, or, in the event there are no such amounts due and payable, RAPID may reimburse Client for such costs on demand.
       4. Umbrella or excess liability insurance may be used to satisfy the minimum limits of coverage specified in the “Insurance” Schedule to each Statement of Work, provided, that such insurance follows the form of the primary coverage specified in the “Insurance” Schedule to each Statement of Work, exceeds the underlying policy without gaps in limits and provides coverage as broad as the underlying insurance coverage. 
       5. The Parties do not intend to shift all risk of loss to insurance. The naming of the Client as additional insured is not intended to be a limitation of RAPID’s liability and shall in no event be deemed to, or serve to, limit RAPID’s liability to Client to available insurance coverage or to the policy limits specified in the “Insurance” Schedule to each Statement of Work, nor to limit Client’s rights to exercise any and all remedies available to Client under contract, at law or in equity.
    2. Risk of Property Loss. RAPID and Client each shall be responsible for damages to their respective tangible personal or real property (whether owned or leased), and each Party agrees to look only to their own insuring arrangements (if any) with respect to such damages; provided, however, that RAPID may be responsible for damages to tangible property of the Client under the custody and control of RAPID or any RAPID Representative.
    3. Contravention of Insurance. RAPID will not intentionally do, allow, or permit anything to be done on, in or to the Services that will affect, impair or contravene any policies of insurance that may be carried on the operations or any part thereof, or the use thereof, against loss, damage or destruction by fire, casualty, public liability, or otherwise.
    4. Waiver of Subrogation. To the fullest extent permitted by applicable Law, RAPID agrees to look solely to its insurers, and does hereby release and waive any and all rights it has now, or may have in the future, to recover against Client, or any of its respective trustees, beneficiaries, general or limited partners, directors, officers, agents, servants, subsidiaries, affiliates or employees (collectively, the “Releasees”) for loss or damage to personal property, and for claims of injury to, or death of, employees of RAPID in any way relating to or resulting from the performance of the Services, including claims for contribution, indemnity or reimbursement of worker’s compensation benefits. RAPID hereby agrees that its insurers (and the insurers of any RAPID subcontractors) shall waive all rights of subrogation with respect to claims against the Releasees arising out of the Services. The Client does not assume any liability of any nature or kind for bodily injuries or property damages, or any other damages, arising out of RAPID’s performance of the Services.
15. Dispute Resolution.
    1. Continued Performance. Except where prevented from doing so by the matter in Dispute, RAPID agrees to continue performing its obligations under the Agreement while any Dispute is being resolved unless and until such obligations are terminated by the termination or expiration of the Agreement.
    2. Governing Law. All rights and obligations of the Parties relating to the Agreement shall be governed by and construed in accordance with the Laws of the State of Florida without giving effect to any choice-of-law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the Laws of any other jurisdiction. Each Party shall bring any suit, action, or other proceeding with respect to the Agreement in a Federal District Court located in Florida unless the jurisdiction of such courts are improper, in which event a Party may bring such suit, action or other proceeding in any court of competent jurisdiction in the county of Broward. RAPID consents to the exclusive jurisdiction of any state or federal court empowered to enforce the Agreement located in the county of Broward, and waives any objection thereto on the basis of personal jurisdiction or venue. The Parties waive their respective rights to trial by jury of any cause of action, claim, counterclaim, or cross-complaint in any action, proceeding and/or hearing brought by either Party against the other on any matter whatsoever arising out of, or in any way connected with, the Agreement.
16. General.
    1. Relationship of Parties.
       1. No Joint Venture. The Agreement (including the Statements of Work) shall not be construed as constituting either Party as partner, joint venture or fiduciary of the other Party or to create any other form of legal association that would impose liability upon one Party for the act or failure to act of the other Party, or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other Party.
       2. Publicity. Each Party will submit to the other Party all advertising, written sales promotion, press releases and other publicity matters relating to the Agreement in which the other Party’s name or marks are mentioned or language from which the connection of such name or marks may be inferred or implied, and will not publish or use such advertising, sales promotion, press releases, or publicity matters without prior written approval of the other Party.
    2. Entire Agreement, Updates, Amendments and Modifications. The Agreement (including the Statements of Work) constitutes the entire agreement of the Parties with regard to the Services and matters addressed therein, and all prior agreements, letters, proposals, discussions and other documents regarding the Services and the matters addressed in the Agreement (including the Statements of Work) are superseded and merged into the Agreement (including the Statements of Work). Updates, amendments, corrections, and modifications to the Agreement including the Statements of Work may not be made orally, but shall only be made by a written document signed by both Parties. Any terms and conditions varying from the Agreement (including the Statements of Work) on any order or written notification from either Party shall not be effective or binding on the other Party.
    3. Force Majeure.
       1. Generally. Each Party will be excused from performance under the Agreement for any period and to the extent (and only to the extent) that it is prevented from or delayed in performing any obligations pursuant to the Agreement, in whole or in part, as a result of a Force Majeure Event. If either Party is prevented from, or delayed in performing any of its obligations under the Agreement by a Force Majeure Event, it shall promptly notify the other Party verbally (to be confirmed in writing within twenty-four (24) hours of the inception of the delay) of the occurrence of a Force Majeure Event and describe, in reasonable detail, the circumstances constituting the Force Majeure Event and of the obligations, the performance of which are thereby delayed or prevented. The Party claiming that a Force Majeure Event has occurred shall continue to use commercially reasonable efforts to mitigate the impact or consequence of the event on the other Party and to recommence performance whenever and to whatever extent possible without delay. In the event of any Force Majeure Event, Client shall not pay any Charges in respect of the Services so affected.
       2. Notwithstanding any other provision of this Section, a Force Majeure Event shall obligate and require RAPID to commence and successfully implement all of the Services relating to the security requirements pursuant to Section 10(e)(i) and to the disaster recovery requirements set forth in the Disaster Recovery Plan, and the non-performing Party shall not be excused under this Section 16(c) for (i) any non-performance of its obligations under the Agreement having a greater scope or longer period than is justified by the Force Majeure Event, or (ii) the performance of obligations that should have been performed prior to the Force Majeure Event.
    4. Waiver. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof.
    5. Severability. If any provision of the Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed to be restated to reflect the Parties’ original intentions as nearly as possible in accordance with applicable Law(s).
    6. Counterparts. The Master Agreement and each Statement of Work may be executed in counterparts. Each such counterpart shall be an original and together shall constitute but one and the same document. The Parties agree that a photographic or facsimile copy of the signature evidencing a Party’s execution of the Agreement shall be effective as an original signature and may be used in lieu of the original.
    7. Binding Nature and Assignment. The Agreement will be binding on the Parties and their respective successors and permitted assigns. Except as provided in this Section 16(g), neither Party may, or will have the power to, assign the Agreement (or any rights thereunder) by operation of law or otherwise without the prior written consent of the other, except that Client may assign its rights and delegate its duties and obligations under the Agreement (i) to an Affiliate or (ii) as a whole as part of the sale or transfer of all or substantially all of its assets and business, including by merger or consolidation to a Person that assumes and has the ability to perform Client’s duties and obligations under the Agreement, without the approval of RAPID. Any attempted assignment that does not comply with the terms of this Section 16(g) shall be null and void.
    8. Notices.
       1. Whenever one Party is required or permitted to give notice to the other Party under the Agreement, such notice will be in writing unless otherwise specifically provided herein and will be deemed given when delivered by hand, one (1) day after being given to an express courier with a reliable system for tracking delivery, or five (5) days after the day of mailing, when mailed by United States mail (registered or certified mail, return receipt requested, postage prepaid). In addition to the foregoing notice requirement, whenever RAPID is required to give notice to Client pursuant to Section 10(e)(v) of the Master Agreement, such notice shall also be provided (as expeditiously as possible in accordance with the provisions of Section 10(e)(v)) to Client’s contact via telephone and e-mail.
       2. Notifications will be addressed as follows:

In the case of RAPID:

RAPID Contract Manager

[address]

with a copy to:

_________________________

[address]

In the case of Client:

Client Contract Manager

[address]

with a copy to:

_________________________

[address]

and a copy to (for notices required pursuant to Section 10(e)(v)):

[contact information]

Either Party hereto may from time to time change its address for notification purposes by giving the other prior written notice of the new address and the date upon which it will become effective.

9. No Third Party Beneficiaries. The Parties do not intend, nor will any Section hereof be interpreted, to create for any Third Party beneficiary rights with respect to either of the Parties, except each Affiliate of the Client shall be a Third Party beneficiary under the Agreement, and the Third Parties identified in Section 13 will have the rights and benefits described in that Section.
10. Rules of Construction. Interpretation of the Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (b) the word “including” and words of similar import shall mean “including, without limitation,” (c) provisions shall apply, when appropriate, to successive events and transactions, (d) the headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of the Agreement, and (e) the Agreement was drafted with the joint participation of both Parties and shall be construed neither against nor in favor of either, but rather in accordance with the fair meaning hereof. In the event of any apparent conflicts or inconsistencies between the provisions of the Master Agreement, the Exhibits, the Statements of Work, the Schedules or other attachments to the Agreement and Statements of Work, such provisions shall be interpreted so as to make them consistent to the extent possible, and if such is not possible, the provisions of Section 1(b)(iv) shall control.
11. Further Assurances. During the Term and at all times thereafter, each Party shall provide to the other Party, at its request, reasonable cooperation, and assistance (including the execution and delivery of affidavits, declarations, oaths, assignments, samples, specimens and any other documentation) as necessary to effect the terms of the Agreement.
12. Exhibits. The following Exhibits are attached hereto and incorporated herein by reference:
    1. Definitions
    2. Form of Statement of Work
13. Expenses. Each Party shall be responsible for the costs and expenses associated with the preparation or completion of the Agreement and the transactions contemplated hereby except as specifically set forth in the Agreement.

Exhibit 1. Definitions.

This is Exhibit 1 – Definitions, to that certain Master Services Agreement, dated as of [date], between Client and RAPID.

The following terms used in the Agreement shall have the meanings indicated:

Affiliate means, with respect to a Party, any entity at any tier that controls, is controlled by, or is under common control with that Party. For purposes of this definition, the term “control” (including with correlative meanings, the terms “controlled by” and “under common control with”) means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by trust, management agreement, contract or otherwise.

Agreement means the Master Services Agreement, all Exhibits thereto, all Statements of Work executed pursuant to the Master Agreement, all Schedules thereto, the Procedures Manuals and all Change Orders, which documents are incorporated into the “Agreement” by this reference.

Assets means the equipment, Software, goods, and other assets which are owned or used by a Party, or its Representatives, in connection with the provision or receipt of the Services.

Audits mean collectively and individually, Client Audits, RAPID Audits, Operational Audits and Financial Audits.

Benchmarker refers to each of the Persons identified in Exhibit 8 (Benchmarking Process and Procedures) that may participate in the Benchmarking Process.

Business Days means each Monday through Friday, other than national holidays recognized by Client.

Change means: (1) any change to (a) the Services, (b) the Service Level Specifications or (c) the RAPID Assets used to provide the Services that, in each case, would alter the (i) functionality, Service Level Specifications or technical environment of the RAPID Assets used to provide the Services, (ii) manner in which the Services are provided, (iii) composition of the Services or (iv) cost to the Client or RAPID of the Services; (2) any change to (a) the Facilities or (b) the Security Requirements, Disaster Recovery Plan, or Client Compliance Requirements; (3) any change that disrupts the provision of the Services; or (4) any amendment, modification, addition or deletion proposed by a Party to the Agreement.

Change of Control means the transfer of “control” (as defined in the definition of “Affiliate”), or sale of all or substantially all of the assets (in one or more transactions), of a Party or other designated person or entity, from the person or persons that hold such control of such Party or other designated person or entity on the Effective Date to another person or persons, but shall not include a transfer of control, or such a sale of assets, to an Affiliate of such Party or other designated person or entity.

Change Order means a document that amends the Agreement, and which is executed pursuant to the Change Control Procedure, in substantially the form set forth in the “Change Control Procedures” Exhibit.

Charges means, collectively, the charges for the Services as set forth in the applicable Charges Schedule.

Charges Schedule means the schedule to each Statement of Work specifying the Charges applicable to the Services described in each such Statement of Work.

Claim means any civil, criminal, administrative, regulatory or investigative action or proceeding commenced or threatened by a Third Party, including Governmental Authorities and regulatory agencies, however described or denominated.

Commencement Date means the date on which RAPID begins to provide Services under a Statement of Work to the Client as agreed upon by the Parties, and as set forth in the “Transition Plan” Schedule to such Statement of Work. There may be a separate Commencement Date with respect to any particular Services or set of Services.

Company Information means collectively the Confidential Information and Trade Secrets of a Party and/or a designated group including such Party, and with respect to the Client, the Client Data.

Confidential Information means with respect to a Party or a designated group including such Party, any and all proprietary information of that Party or of such group, and/or of Third Parties in the possession of that Party and/or such group, treated as secret by the disclosing Party and/or such group that does not constitute a Trade Secret (defined below). Confidential Information of a Party also includes (i) information which has been disclosed to such Party and/or such group by a Third Party, which Party and/or group is obligated to treat as confidential or secret, and (ii) with respect to the Client, the Client Data.

Contract Year means each twelve (12)-month period commencing on the [Effective Date/Commencement Date] or any anniversary of the [Effective Date/Commencement Date] during the Term.

Client Equipment means those machines, equipment, materials, and other components necessary to provide the Services that are owned by Client, as more particularly described on the “Asset Allocation Matrix” Schedule to each Statement of Work.

Client Representatives means subcontractors, representatives and agents of Client, and the employees of the foregoing (but excluding RAPID and its Affiliates and Representatives).

Client Software means the Client-Licensed and Client-Owned Software listed on the “Client Software” Schedule to each Statement of Work owned or licensed by the Client that will be used by RAPID in performing and providing Services under the Agreement.

Client Systems means the computer hardware, software, data networks and systems used and operated by the Client for its information technology requirements, excluding the RAPID Information System.

Derivative Work means a derivative work as defined in Title 17 U.S.C. § 101, as amended.

Deliverables means, as further specified in a Statement of Work, results of the Services to be provided by RAPID to Client, including output produced in electronic written or verbal form.

Direct Damages Cap means both the RAPID Direct Damages Cap and the Client Direct Damages Cap.

Disabling Code means computer programming code which could have the effect of permitting improper use, access, deletion, or modification of, or disabling, deactivating, damaging or shutting down one or more software programs or systems and/or hardware or hardware systems, including, without limitation, “time bombs,” “protect codes,” “data destruction keys,” “trap doors” and similar code or devices.

Disaster Recovery Plan means a disaster recovery plan developed by RAPID in accordance with Section 3(e)(i).

Disaster Recovery Services means those services described in the “Disaster Recovery Requirements” Schedule to each Statement of Work. The Disaster Recovery Services are part of the Services.

Dispute means any dispute, controversy, or Claim, including situations or circumstances in which the Parties are required to mutually agree on additions, deletions or changes to terms, conditions, or Charges, arising out of, or relating to, the Agreement.

Dispute Resolution Procedures means the process for resolving Disputes set forth in Section 15 of the Master Agreement and Exhibit 6 hereto.

Effective Date means the date of the execution of the Master Agreement by the Parties thereto as set forth in the first paragraph of the Master Agreement.

Equipment means Client Equipment and RAPID Equipment.

Execution Date means the date of execution of a Statement of Work by the Parties as set forth on the initial page thereof.

Exhibit means an attachment to the Master Agreement as such attachment may be amended.

Exploit means, with respect to any item or intangible, the ability to access, modify, maintain, enhance, or use such item or intangible.

Facilities means the Client and/or RAPID facilities at and from which RAPID will provide and perform the Services, as set forth in the applicable Statement of Work.

Financial Dispute has the meaning set forth in the Dispute Resolution Procedures.

Force Majeure Event means an event(s) meeting both of the following criteria:

1. Caused by any of the following: (a) catastrophic weather conditions or other extraordinary elements of nature or acts of God (other than localized fire or flood); (b) acts of war (declared or undeclared), acts of terrorism, insurrection, riots, civil disorders, rebellion, or sabotage; and (c) quarantines, embargoes, and other similar unusual actions of federal, provincial, local or foreign Governmental Authorities. Force Majeure Events generally do not include (i) vandalism, (ii) the regulatory acts of Governmental Authorities, (iii) RAPID’s inability to obtain hardware or software, on its own behalf or on behalf of Client, or its inability to obtain or retain sufficient qualified personnel, except to the extent such inability to obtain hardware or software or retain qualified personnel results directly from the causes outlined above, or (iv) any failure to perform caused solely as a result of a Party’s lack of funds or financial ability or capacity to carry on business; and
2. The non-performing Party is without fault in causing or failing to prevent the occurrence of such event, and such occurrence could not have been prevented or circumvented through the use of commercially reasonable alternative sources, workaround plans or other means (including, with respect to RAPID, by RAPID meeting its security and disaster recovery obligations described in the Agreement).

GAAP means generally accepted accounting principles prevailing in the United States.

Governmental Authority means any nation or government, any federal, state, province, territory, city, town, municipality, county, local or other political subdivision thereof or thereto, any quasi-Governmental Authority, and any court, tribunal, arbitral body, taxation authority, department, commission, board, bureau, agency, instrumentality thereof or thereto or otherwise which exercises executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

Intellectual Property Rights means any and all intellectual property rights existing from time to time under any Law, including patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law (together with all of the goodwill associated therewith), unfair competition law, publicity rights law, or privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations of any of the foregoing, now or hereafter in force and effect worldwide. For purposes of this definition, rights under patent law shall include rights under any and all patent applications and patents (including letters patent and inventor’s certificates) anywhere in the world, including any provisionals, substitutions, extensions, supplementary patent certificates, reissues, renewals, divisions, continuations in part (or in whole), continued prosecution applications, requests for continued examination, and other similar filings or stages thereof provided for under the laws of the United States, or of any other country.

Key Personnel means the RAPID Contract Manager and the RAPID employees set forth in “Key Personnel” Schedule to each Statement of Work.

Law means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncement having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city, province, or other political subdivision, including those promulgated, interpreted, or enforced by any Governmental Authority. Law includes Privacy Laws.

Losses means any judgments, settlements, awards, losses, charges, liabilities, penalties, interest claims (including Taxes and all related interest and penalties incurred directly with respect thereto), however described or denominated, and all related reasonable costs, expenses and other charges (including all reasonable attorneys’ fees and reasonable internal and external costs of investigations, litigation, hearings, proceedings, document and data productions and discovery, settlement, judgment, award, interest and penalties), however described or denominated.

Managed Agreements has the meaning set forth in Section 8(c)(i) of the Master Agreement.

Master Agreement means the Master Services Agreement by and between the Parties dated [date], and the attached Exhibits.

Notification Related Costs means the Client’s internal and external costs associated with addressing and responding to the Security Breach, and may include some or all of the following (or more): (a) preparation and mailing or other transmission of legally required notifications; (b) preparation and mailing or other transmission of such other communications to clients, agents or others as Client deems reasonably appropriate; (c) establishment of a call center or other communications procedures in response to such Security Breach (e.g., client service FAQs, talking points and training); (d) public relations and other similar crisis management services; (e) legal and accounting fees and expenses associated with the Client’s investigation of and response to such event; and (f) costs for commercially reasonable credit reporting services that are associated with legally required notifications or are advisable under the circumstances.

New Services means the functions, responsibilities, activities, tasks, and projects outside the scope of the Services that RAPID may provide to the Client on terms to be agreed upon pursuant to Section 3(d) and set forth in a Change Order.

Party or Parties means Client and/or RAPID, as parties to the Master Agreement.

Pass Through Charges means Charges for products, software and/or services by persons or entities other than RAPID that are initially invoiced to RAPID by such person or entities.

Person means an individual, corporation, limited liability company, partnership, trust, association, joint venture, unincorporated organization or entity of any kind or nature, or a Governmental Authority.

Personally Identifiable Information (PII) means personally identifiable information of individuals, and any information that may be used to track, locate or identify such individuals (including, without limitation, names, addresses, credit card numbers, account numbers, specific items ordered, and also denominations and quantities ordered by clients and aggregate client and/or product information if any individual person can be identified from such information), which is generated by or disclosed to RAPID or any RAPID Representatives in connection with the Services, and includes such information of the Client employees and of individuals who seek to obtain, obtain or have obtained products or services from the Client and/or who have been solicited by or on behalf of the Client.

Process means any operation or set of operations which is performed upon PII, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

Required Consents means any consents or approvals or other arrangements to be obtained by a Party under the Agreement (a) to allow a Party to assume financial, support, operational, management and/or administrative responsibility for any software licenses, software maintenance agreements, hardware licenses, hardware leases, space leases, hardware maintenance agreements, network, support and services agreements and similar arrangements; (b) to allow for the transfer of any of the contractual arrangements described in (a) above from one Party or its Affiliates to another Party or its Affiliates; or (c) to permit access, use and other rights for a Party with respect to software, hardware, equipment, services, Facilities and similar items.

Representatives means the Client Representatives and/or the RAPID Representatives, as applicable.

Statement of Work means a statement of work, in the form of Exhibit 2, entered into by the Parties describing the Services to be provided by RAPID under that Statement of Work and the attached Schedules.

Statement of Work Term means the term of an applicable Statement of Work, as set forth therein.

Security Breach means (A) any circumstance pursuant to which applicable Law requires notification of such breach to be given to affected parties or other activity in response to such circumstance; or (B) any actual, attempted, suspected, threatened, or reasonably foreseeable circumstance that compromises, or could reasonably be expected to compromise, either “Physical Security” or “Systems Security” (as defined below) in a fashion that either does or could reasonably be expected to permit unauthorized Processing, use, disclosure or acquisition of or access to any Client Data, Client Software, Work Product or any Company Information developed, maintained, processed or transmitted by RAPID or any RAPID Representatives in connection with the Services. Physical Security means physical security at any RAPID Site or other location housing systems maintained by RAPID or any RAPID Representatives in connection with the Services. Systems Security means security of computer, electronic or telecommunications systems of any variety (including data bases, hardware, software, storage, switching and interconnection devices and mechanisms), and networks of which such systems are a part or communicate with, used directly or indirectly by RAPID or any RAPID Representatives in connection with the Services.

Service Level Agreement means the schedule to each Statement of Work specifying the Service Level Specifications applicable to the Services described in each such Statement of Work, remedies for RAPID’s failure to comply with such Service Level Specifications, including applicable Service Level Credits, procedures for modifying and improving Service Level Specifications and related provisions.

Service Level Credits means the monetary amounts that RAPID may be obligated to pay or credit to Client in the event of a Service Level Default, as specified in the applicable Service Level Agreement. 

Service Level Default has the meaning set forth in the applicable Service Level Agreement.

Service Level Specifications means the standards of performance to be met or exceeded by RAPID in providing the Services, as set forth in the applicable Service Level Agreement.

Services means (i) services, functions, responsibilities, activities, tasks and projects to be performed by RAPID set forth in the Agreement, as they may evolve and be supplemented and enhanced during the Term; (ii) the functions, responsibilities, activities, tasks and projects not specifically described in the Agreement as a part of Services which are required for the proper performance and provision of the Services or are an inherent part of, or necessary subpart included within, the Services; (iii) services, functions, responsibilities, activities, tasks and projects that are of a nature and type that would ordinarily be performed by a company in the Client’s industry sector, even if not specifically described in the Agreement; and (iv) services, functions, responsibilities, activities, tasks and projects routinely performed by the Client personnel and subcontractors who are transitioned to RAPID, displaced or whose functions were displaced as a result of the Agreement, even if not specifically described in the Agreement.

Software or software means any computer programming code consisting of instructions or statements in a form readable by individuals (source code) or machines (object code), and related documentation and supporting materials therefor, in any form or medium, including electronic media.

Successor RAPID means an entity that provides services to Client similar to the Services following the termination or expiration of the Agreement.

RAPID Assets means the equipment, Software, goods, and other assets which are owned or used by RAPID, or any RAPID Representatives, in connection with the provision or receipt of the Services, including the RAPID Information System.

RAPID Equipment means all equipment owned or leased by RAPID that is used, directly or indirectly, to provide the Services.

RAPID Information System means the hardware, software, data network(s) and systems provided and/or used (whether owned, under contract and/or licensed) by RAPID to perform and provide the Services (including the RAPID Equipment) that RAPID uses to perform and/or provide the Services.

RAPID Parent means Rapid SEO Host LLC.

 RAPID Patent Rights means any and all rights in and to any patents and patent applications owned by RAPID or any RAPID Affiliate or licensed exclusively to RAPID or any RAPID Affiliate by any Third Party, now or at any time in the future, anywhere in the world, including any patents or patent applications that claim priority in whole or in part from any patent or patent application, and all divisional applications, continuation applications, continuation-in-part applications, reissue applications, reexamination requests, renewals and extensions thereof, and all counterparts thereof anywhere outside of the United States, and all patents issuing therefrom.

RAPID Representatives means RAPID Affiliates, subcontractors, representatives and agents, and the employees of the foregoing.

RAPID Software means the Software used by RAPID or any RAPID Representatives in providing the Services and (i) owned by RAPID or such RAPID Representative before the Effective Date or acquired by RAPID or such RAPID Representative after the Effective Date, (ii) developed by RAPID or such RAPID Representative other than pursuant to the Agreement or any other agreement with Client; or (iii) developed by Third Parties and licensed to RAPID or such RAPID Representative. RAPID Software includes Software licensed by RAPID or RAPID Representatives pursuant to RAPID Third Party Agreements.

Tax means federal, state, and local sales, use and other similar types of transfer taxes or fees, however designated or imposed, which are in the nature of a transaction tax or fee, but not including any taxes, duties or fees imposed on or measured by net or gross income or gross receipts, capital stock or net worth or in the nature of an income, capital, franchise, or net worth tax.

Termination Assistance Services means the functions, responsibilities, activities, tasks and projects RAPID is requested by Client to perform in anticipation of and in connection with the termination or expiration of the Agreement in order to achieve an orderly transfer of Services from RAPID to Client or to Client’s designee, the services described in the “Termination Assistance Services” Schedule to each Statement of Work and all or a portion of all other Services. The Termination Assistance Services are part of the Services.

Termination Charge means the amount, if any, to be paid by Client in the event of a termination pursuant to Section 11(a)(iii).

Third Party means a business or entity other than the Client or the RAPID or any of their respective Affiliates.

Third Party Agreements means those agreements for which RAPID has undertaken financial, management, operational, use, access and/or administrative responsibility and/or benefit in connection with the provision of the Services, and pursuant to which the Client has contracted with a Third Party Provider to obtain any Third Party products, software and/or services that will be used, accessed and/or managed in connection with the Services. Third Party Agreements are listed on “Third Party Agreements” Schedule to each Statement of Work for such Statement of Work, which schedule shall be promptly updated and modified by the Parties to reflect the then-current Third-Party Agreements.

Third Party Provider means a business or entity other than the Client or the RAPID or any of their respective Affiliates that provides products, software and/or services under a Third Party Agreement.

Trade Secrets means with respect to a Party and/or designated group including such Party, information related to the services and/or business of the disclosing Party or such group, and/or of a Third Party, which (a) derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts by the disclosing Party and/or such group that are reasonable under the circumstances to maintain its secrecy, including (i) marking any information clearly and conspicuously with a legend identifying its confidential or proprietary nature; (ii) identifying any oral presentation or communication as confidential immediately before, during or after such oral presentation or communication; or (iii) otherwise, treating such information as confidential or secret. Assuming the criteria in sections (a) and (b) above are met, Trade Secrets include, but are not limited to, technical and nontechnical data, formulas, patterns, compilations, computer programs and software, devices, drawings, processes, methods, techniques, designs, programs, financial plans, product plans, and lists of actual or potential clients and RAPIDs.

Transition means the transition or implementation of resources and operational responsibilities for performance of the Services to RAPID.

Transition Services means the tasks described in the Transition Plan.

Virus means computer instructions that (a) adversely affect the operation, security or integrity of a computing, telecommunications or other digital operating or processing system or environment, including without limitation, other programs, data, databases, computer libraries and computer and communications equipment, by altering, destroying, disrupting or inhibiting such operation, security or integrity; (b) without functional purpose, self-replicate written manual intervention; or (c) purport to perform a useful function but which actually perform either a destructive or harmful function, or perform no useful function and utilize substantial computer, telecommunications or memory resources. 

Withholding Tax means foreign, federal, and state and local taxes or fees which are imposed on or by reference to gross or net income or gross or net receipts and are required under law to be withheld by client from payments made to RAPID under the agreement (including any related penalties and interest thereon).

Exhibit 2. Form of Statement of Work.

1. Introduction. This Statement of Work is effective as of [date] (the “Execution Date”), and is made by [name of client] (“Client”) and Rapid SEO Host LLC (“RAPID”). This “Statement of Work” and its Schedules are incorporated into that certain Master Services Agreement dated [date], between Client and RAPID (“Master Agreement”). The terms and conditions that are specific to this Statement of Work are set forth herein. Any terms and conditions that deviate from or are in conflict with the Master Agreement are set forth in the “Deviations from Terms of the Master Agreement” Schedule hereto. In the event of a conflict between the provisions of this Statement of Work and the Master Agreement, the provisions of Section 1(b)(iv) of the Master Agreement shall control such conflict.
2. Definitions. Capitalized terms herein will have the meanings set forth in the Master Agreement, “Definitions” Exhibit to the Master Agreement, or the “Definitions” Schedule to the Statement of Work, unless otherwise defined herein.
3. Services, Charges and Credits.
   1. Services. RAPID will provide to the Client the Services in accordance with the Master Agreement (including the Exhibits thereto) and this Statement of Work (including the Schedules hereto). The scope and composition of the Services and the responsibilities of the Parties with respect to the Services described in this Statement of Work are defined in the Master Agreement, this Statement of Work.
   2. Charges. 
      1. Services covered under this Statement of Work are:
         1. Webhosting $x.00/month for 36 months
            1. Package details
            2. details
         2. DNS Management Services-  $x.00/month for 36 months
   3. Service Facilities. The Facilities from which RAPID will perform the Services are set forth below:

Florida hosting …

4. Term/Commencement Date/Survival/Renewal.
   1. Term and Commencement Date. [The term of this Statement of Work shall begin on the Execution Date and shall continue for [_____ full calendar months] thereafter (the “Statement of Work Expiration Date”), subject to Section 11 of the Master Agreement (“Statement of Work Term”). For purposes of this Statement of Work, the Commencement Date shall be the date set forth in the “Transition Plan” Schedule to this Statement of Work.]
   2. Survival. Upon the expiration or earlier termination of this Statement of Work, the following Sections of this Statement of Work shall survive any such expiration or termination in accordance with their terms: reserved.
   3. Renewal. Client will provide RAPID notice at least 30 days prior to the expiration date of this Statement of Work as to whether Client does not desire to extend the Statement of Work Term. If Client indicates in such notice that it does not desire to extend the Statement of Work Term, the Statement of Work will expire on the Statement of Work Expiration Date.
5. RAPID Direct Damages Cap. The RAPID Damages Cap relating to this Statement of Work shall be the amount paid by Client for the SOW at the time of the damage.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS STATEMENT OF WORK, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES RELATING TO THIS SUBJECT SHALL CONSIST OF 1) THIS STATEMENT OF WORK, 2) ITS SCHEDULES, AND 3) THE MASTER AGREEMENT (INCLUDING THE EXHIBITS THERETO), INCLUDING THOSE AMENDMENTS MADE EFFECTIVE BY THE PARTIES IN THE FUTURE. THIS STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES SUPERSEDES ALL PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT DESCRIBED HEREIN.