1. The Supplier and its Affiliates are in the business of providing IT consultancy and professional services.

2. The Customer and its Affiliates wish to obtain, and the Supplier and its Affiliates wish to provide, services on the terms set out in this Agreement.

1.1.1. A person includes a natural person, corporation, limited liability company, or other entity (whether or not having separate legal personality).

1.1.2. Any words following the terms including, include, in particular, for example, or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.1.3. References to statutes include all regulations and orders made under them and include the statute as amended or re-enacted from time to time.

2.1. This Agreement starts on the Effective Date and continues, unless terminated earlier in accordance with clause 17, until the date or anniversary specified in the Statement of Work, when it terminates automatically without notice.

3.1. The Customer and the Supplier may, from time to time, enter into Statements of Work. Each Statement of Work will refer to and be subject to the terms of this Agreement.

3.2. Each Statement of Work forms part of this Agreement and is not a separate contract. The terms of a Statement of Work apply only to the Services performed under that Statement of Work.

3.3. If there is an inconsistency between any provision of this Agreement and any provision of a Statement of Work, the provisions of this Agreement will prevail unless the parties expressly state otherwise in the Statement of Work.

The Supplier will:

4.1. provide the Services and Deliverables in accordance with the terms and conditions of this Agreement;

4.2. ensure that the Services and Deliverables conform to the specifications, requirements, and standards set out in the Statement of Work;

4.3. perform the Services with reasonable care and skill in accordance with generally recognized standards in the Supplier's industry;

4.4. cooperate with the Customer in all matters relating to the Services and comply with the Customer's reasonable instructions as to the performance of the Services;

4.5. obtain and maintain all licenses, consents, and permissions needed to supply the Services in accordance with this Agreement; and

4.6. perform the Services in a timely and professional manner. The Supplier will use commercially reasonable efforts to meet any Performance Dates, but those dates are estimates only.

The Supplier will ensure that the Supplier Personnel:

5.1. are suitably skilled and experienced to perform the tasks assigned to them and have been adequately trained in the provision of the Services; and

5.2. have all licenses, permits, visas, and consents required for the proper performance of this Agreement, including the right to work in all relevant jurisdictions, and have been properly screened and vetted by the Supplier.

5.3. Where a Statement of Work identifies Key Personnel, the Supplier will not reassign or replace Key Personnel without the Customer's prior written consent (not to be unreasonably withheld or delayed), except where replacement is necessitated by resignation, death, disability, or termination of employment for cause.

The Customer will:

6.1. cooperate with the Supplier in all matters relating to the Services and ensure that its other vendors cooperate with the Supplier where reasonably necessary;

6.2. respond promptly to any reasonable requests from the Supplier for instructions or approvals required to provide the Services;

6.3. provide access to the Customer's premises and other facilities as reasonably required by the Supplier and agreed with the Customer for the performance of the Services;

6.4. provide to the Supplier the information and materials specified in the Statement of Work and all other information and materials reasonably required by the Supplier to provide the Services, and ensure that they are accurate and complete; and

6.5. obtain and maintain all licenses, consents, and permissions that relate specifically to the Customer's business and are necessary to enable the Supplier to provide the Services.

6.6. To the extent that the Supplier's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer (or any of its agents, consultants, or other vendors) (an Excusing Cause), the Supplier will not be in breach of this Agreement, provided the Supplier: (a) promptly notifies the Customer in writing of the alleged delays and their impact on the Supplier's ability to perform; and (b) uses commercially reasonable efforts to perform its obligations notwithstanding the Excusing Cause.

6.7. Without prejudice to any other right or remedy, the Supplier will be: (a) allowed an extension of time to perform its obligations equal to the delay caused by the Excusing Cause; and (b) entitled to recover any Losses incurred as a result of those delays.

7.1. During the Term and for a period of six months after termination or expiry of this Agreement, each party agrees not to (and to procure that its Affiliates do not):

7.1.1. solicit or entice away (or attempt to solicit or entice away) any Restricted Person from the employment or service of the other party (or any of its Affiliates), other than by means of a public recruitment campaign not specifically targeted at the staff of the other party; or

7.1.2. employ or engage any Restricted Person,

without the prior written consent of the other party. Restricted Person means any person employed or engaged by the other party or any of its Affiliates who is or has been involved in the provision or receipt of the Services or the management of this Agreement.

8.1. In consideration of the provision of the Services, the Customer will pay the Charges.

8.2. Where the Charges are calculated on a time and materials basis: (a) the Supplier's fee rates are as set out in the Statement of Work; and (b) daily fee rates are calculated on the basis of a 7.5-hour day worked during Business Hours. The Supplier will charge on a pro rata basis for partial days worked during Business Hours.

8.3. The Customer will reimburse the Supplier for hotel, travel, subsistence, and other ancillary expenses reasonably incurred by Supplier Personnel in the performance of the Services, provided that the Supplier obtains the Customer's prior written approval before incurring any expenses.

8.4. The Supplier will invoice the Customer for the Charges on the schedule set out in the Statement of Work. If no schedule is specified, the Supplier will invoice the Customer at the end of each calendar month for Services performed during that month. The Supplier will invoice monthly in arrears for expenses and third-party costs.

8.5. Subject to clause 8.6, the Customer will pay each invoice within 30 days of the invoice date to a bank account nominated in writing by the Supplier.

8.6. If the Customer receives an invoice it reasonably believes includes a sum not valid and properly due: (a) the Customer will notify the Supplier within 10 Business Days of receiving the invoice, describing the disputed amount(s) in reasonable detail; (b) the Supplier will provide evidence reasonably necessary to verify the disputed invoice; (c) the Customer's failure to pay the disputed amount(s) will not constitute a breach of this Agreement; (d) the Customer will pay the undisputed balance by the due date; (e) the parties will use commercially reasonable efforts to resolve the dispute promptly; and (f) once resolved, any balancing payment or credit will be made within 5 Business Days of resolution.

8.7. If the Customer fails to pay any undisputed amount by its due date, without limiting the Supplier's other remedies, the Supplier may charge (and the Customer will pay) interest on the overdue amount from the due date until the date of actual payment at the rate of 1.5% per month, or the maximum rate permitted under California law, whichever is lower.

8.8. All amounts payable to the Supplier under this Agreement are exclusive of applicable taxes, including sales and use tax. The Customer will, in addition, pay all such taxes chargeable on those amounts, as applicable.

8.9. All amounts due will be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding required by Applicable Law). If any deduction or withholding is required by law, the paying party will gross up the payment so that the recipient receives the same net amount it would have received in the absence of that deduction or withholding.

9.1. The Customer and its licensors will retain ownership of all Intellectual Property Rights in the Customer Materials. The Customer grants to the Supplier a non-exclusive, royalty-free, non-transferable (except in accordance with clause 20) license to use, copy, and modify the Customer Materials during the Term solely for the purpose of providing the Services. The Supplier may grant sublicenses to Customer Materials where necessary for performance of the Services.

9.2. Assignment of Deliverables. Subject to clause 9.5, the Supplier hereby assigns to the Customer, effective immediately upon creation, all Intellectual Property Rights in the Deliverables (excluding any Customer Materials, Supplier Materials, or Third Party Materials contained within them). The Supplier will execute any documents and take any further steps reasonably required by the Customer to perfect or record this assignment.

9.3. The Supplier and its licensors will retain ownership of all Intellectual Property Rights in the Supplier Materials (being materials, tools, methodologies, and know-how owned by the Supplier prior to or independently of this Agreement). The Supplier grants the Customer a non-exclusive, royalty-free, non-transferable, perpetual license (with the right to grant sublicenses) to use, copy, and modify the Supplier Materials for the purpose of receiving and using the Deliverables.

9.4. The Customer grants the Supplier a non-exclusive, royalty-free, non-transferable license to use, copy, and modify, during the Term, the Deliverables assigned to the Customer under clause 9.2 (Assigned Materials) solely for the purpose of providing the Services to the Customer. The Supplier may not grant sublicenses to the Assigned Materials without the Customer's prior written consent, except to the Supplier's permitted subcontractors under clause 20.

9.5. The Supplier's assignment of Intellectual Property Rights in relation to any Deliverable is conditional on the Supplier receiving payment of all Charges and other amounts attributable to the relevant Deliverable.

9.6. Work for Hire. To the extent any Deliverable qualifies as a 'work made for hire' under the United States Copyright Act (17 U.S.C. § 101), it shall be deemed a work made for hire belonging to the Customer. To the extent any Deliverable does not so qualify, the Supplier hereby assigns all right, title, and interest in that Deliverable to the Customer pursuant to clause 9.2.

10.1. Each party will comply with all Applicable Laws in performing its obligations under this Agreement.

10.2. Each party will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA, 15 U.S.C. § 78dd-1 et seq.) and any equivalent laws of any jurisdiction in which services are performed.

10.3. Each party will comply with all applicable export control laws and regulations, including those administered by the U.S. Department of Commerce (Export Administration Regulations), U.S. Department of Treasury (OFAC sanctions), and U.S. Department of State.

10.4. The Supplier will promptly notify the Customer if it has reason to believe that it or any of its representatives is in receipt of a request or demand for any undue financial or other advantage in connection with the performance of this Agreement.

11.1. For the purposes of this clause 11, defined terms have the meanings given to them in Data Privacy Laws.

11.2. Each party will comply with Data Privacy Laws in its processing of Personal Information under or in connection with this Agreement. This clause is in addition to, and does not relieve, remove, or replace, a party's obligations or rights under Data Privacy Laws.

11.3. Where one party (Data Discloser) shares Personal Information with the other party (Data Recipient) as independent controllers (Shared Personal Data), the Data Recipient will: (a) only process the Shared Personal Data for the purpose set out in the relevant Statement of Work or otherwise agreed in writing by the parties (Agreed Purpose); and (b) not retain or process the Shared Personal Data for longer than is necessary to carry out the Agreed Purpose.

11.4. Without prejudice to clause 11.2, each party will: (a) ensure that it has all necessary notices, consents, and lawful bases to process the Shared Personal Data for the Agreed Purpose; (b) provide all required notices to individuals whose Shared Personal Data may be processed; (c) implement appropriate technical and organizational measures to protect against unauthorized or unlawful processing, accidental loss, or destruction of Shared Personal Data; and (d) provide reasonable assistance to the other party in complying with Data Privacy Laws.

11.5. In relation to Customer Personal Data, each Statement of Work will set out the scope, nature, and purpose of processing by the Supplier, the duration of processing, and the types of Personal Information and categories of data subjects.

11.6. Service Provider Obligations (CCPA/CPRA). To the extent the CCPA/CPRA applies, the Supplier acts as a 'service provider' as defined thereunder. The Supplier will not: (a) sell or share Customer Personal Data; (b) retain, use, or disclose Customer Personal Data for any purpose other than performing the Services or as otherwise permitted by applicable Data Privacy Laws; (c) retain, use, or disclose Customer Personal Data outside the direct business relationship between the parties; or (d) combine Customer Personal Data with Personal Information from any other source except as permitted by applicable Data Privacy Laws. The Supplier certifies that it understands and will comply with these restrictions.

11.7. Without prejudice to clause 11.2, the Supplier will, in relation to Customer Personal Data:

11.7.1. process that Customer Personal Data only on the documented instructions of the Customer set out in the applicable Statement of Work, unless the Supplier is required by Applicable Laws to otherwise process it;

11.7.2. implement appropriate technical and organizational measures to protect against unauthorized or unlawful processing of Customer Personal Data and against its accidental loss, damage, or destruction;

11.7.3. restrict access to Customer Personal Data to those Supplier Personnel who need access to perform the Services, and ensure all such Personnel are bound by appropriate confidentiality obligations;

11.7.4. assist the Customer, at the Customer's cost, in responding to any consumer rights request under Data Privacy Laws and in ensuring the Customer's compliance with its obligations regarding security, breach notification, privacy impact assessments, and consultations with Regulators;

11.7.5. notify the Customer without undue delay upon becoming aware of a Personal Information breach;

11.7.6. at the written direction of the Customer, delete or return all Customer Personal Data when no longer needed to perform the Services, and in any event on termination or expiry of this Agreement, unless the Supplier is required by Applicable Law to retain it; and

11.7.7. maintain records to demonstrate its compliance with this clause 11 and allow for audits by the Customer (or its designated professional auditors) on at least 14 days' written notice, no more than once per Contract Year, subject to the auditor executing a confidentiality agreement with the Supplier.

11.8. The Supplier will not engage a sub-processor to process any Customer Personal Data without the prior written consent of the Customer (not to be unreasonably withheld or delayed). Where consent is granted, the Supplier will ensure the sub-processor is bound by obligations consistent with this clause 11 and will remain responsible for the acts and omissions of that sub-processor.

11.9. The Supplier will not transfer any Customer Personal Data to any location outside the United States, or outside any other jurisdiction from which it originated, unless such transfer is made in accordance with all applicable Data Privacy Laws and appropriate transfer mechanisms are in place.

12.1. Each party will protect the confidentiality of the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information (and in any event no less than reasonable care) and will not: (a) use that Confidential Information for any purpose other than to exercise its rights and perform its obligations under this Agreement (Purpose); or (b) disclose that Confidential Information in whole or in part to any person except as permitted by clause 12.2.

12.2. Each party may disclose the other party's Confidential Information: (a) to its, and its Affiliates', employees, officers, advisers, representatives, independent contractors, and subcontractors who need to know that information for the Purpose, provided they are bound by confidentiality obligations substantially equivalent to those in this clause 12; and (b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

12.3. The provisions of this clause 12 will continue to apply for a period of five years after termination or expiry of this Agreement.

Each party warrants and represents to the other party that:

13.1. it has full power and authority to enter into this Agreement and fulfill its obligations under it;

13.2. this Agreement (including each Statement of Work) is executed by its duly authorized representative(s);

13.3. there are no pending or, to that party's knowledge, threatened actions, suits, or proceedings before any court or administrative body that might affect its ability to meet and carry out its obligations under this Agreement; and

13.4. its obligations under this Agreement constitute legal, valid, and binding obligations, enforceable against it in accordance with their terms.

14.1. The Supplier will defend, indemnify, and hold harmless the Customer against all Losses incurred by the Customer as a result of any claim that the supply, receipt, or use of any Deliverables infringes the Intellectual Property Rights of any third party (IPR Claim).

14.2. If an IPR Claim is made or, in the Supplier's reasonable opinion, is likely to be made, against the Customer, the Supplier may, at its expense: (a) procure for the Customer and its Affiliates the right to continue to use the Deliverables affected by the IPR Claim; or (b) modify or replace the Deliverables with non-infringing versions that are at least equivalent in functionality, quality, and performance.

14.3. The Supplier will not be liable under the indemnity in clause 14.1 to the extent the actual or alleged infringement arises from: (a) any changes made to the Deliverables without the Supplier's prior written consent; (b) instructions, information, or materials provided by the Customer for the development of the Deliverables; (c) use of the Deliverables in combination with materials not supplied or approved in writing by the Supplier; or (d) use of the Deliverables for a purpose or in a manner not authorized by the Supplier, or failure to adhere to the Supplier's instructions.

14.4. The Customer will defend, indemnify, and hold harmless the Supplier against all Losses incurred by the Supplier as a result of any claim that the supply, receipt, or use of any Customer Materials infringes the Intellectual Property Rights or any other rights of any third party.

15.1. During the Term and for a period of three years afterwards, the Supplier will maintain in force adequate insurance with a reputable insurance company, including:

15.1.1. commercial general liability insurance with a limit of no less than $10,000,000 per occurrence;

15.1.2. professional liability (errors and omissions) insurance with a limit of no less than $5,000,000 per claim; and

15.1.3. cyber liability and data breach insurance with a limit of no less than $2,000,000 per claim.

15.2. On the Customer's written request, the Supplier will provide the Customer with evidence of the required coverage.

16.1. In this clause 16: default means any act or omission resulting in one party incurring liability to the other; and liability means every kind of liability arising under or in connection with this Agreement including liability in contract, tort (including negligence), or otherwise.

16.2. Unlimited Liability. Nothing in this Agreement limits or excludes: (a) liability for deliberate misconduct or fraud; (b) liability for death or personal injury caused by negligence; (c) liability for fraudulent misrepresentation; (d) either party's indemnification obligations under clause 14; or (e) any other liability that cannot legally be limited or excluded.

16.3. Cap on Liability. Subject to clause 16.2, each party's total liability for all loss or damage arising under or in connection with this Agreement will not exceed 100% of the Charges paid or payable to the Supplier under this Agreement in the Contract Year in which the relevant default occurred.

16.4. Exclusion of Consequential Loss. Subject to clause 16.2, neither party will be liable for: (a) loss of profits (including loss of savings); (b) loss of use, corruption, or loss of software, data, or information; (c) loss of or damage to goodwill; or (d) any indirect, incidental, special, punitive, or consequential loss, even if that party has been advised of the possibility of such losses.

16.5. Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by notifying the other party if:

17.1. the other party commits a material breach of any term of this Agreement that: (a) is not capable of remedy; or (b) if capable of remedy, is not remedied within 30 days after being notified to do so;

17.2. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

17.3. the other party makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy or insolvency, is adjudicated insolvent, or has a receiver or trustee appointed for it or a substantial part of its assets; or

17.4. the other party ceases or threatens to cease carrying on all or a substantial part of its business, or its financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

17.5. Without affecting any other right or remedy, the Supplier may suspend the performance of the Services or terminate this Agreement with immediate effect by notifying the Customer if the Customer fails to pay any amount due under this Agreement and remains in default not less than 10 Business Days after receiving notice from the Supplier referencing its intention to suspend or terminate if payment is not made.

18.1. If this Agreement is terminated as a whole, all Statements of Work issued under it will also terminate. The termination of any individual Statement(s) of Work will not affect the operation of this Agreement or any other Statements of Work.

18.2. Clauses 7, 9, 11.7.6, 12, 14, 15, 16, 19.2, and this clause 18 will survive the termination or expiry of this Agreement. Termination or expiry does not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination or expiry.

19.1. Force Majeure Event means: acts of God, flood, drought, earthquake, or other natural disaster; epidemic or pandemic; terrorist attack or threats, civil war, civil commotion or riots, war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical, or biological contamination; any law or action taken by a governmental or public authority, including export or import restrictions; collapse of buildings, fire, explosion, or accident; interruption or failure of utility service; and any labor or trade dispute, strikes, industrial action, or lockouts (other than by the staff of the party seeking to rely on this clause or those of its subcontractors or Affiliates).

19.2. A party (Affected Party) will not be liable for any failure or delay in performing any of its obligations under this Agreement for so long as, and to the extent that, its performance is prevented, hindered, or delayed by a Force Majeure Event.

19.3. For so long as the Affected Party's liability is suspended under clause 19.2, the other party will not be liable for any failure or delay in performing its corresponding obligations.

19.4. The Affected Party will promptly notify the other party of the start of a Force Majeure Event and use commercially reasonable efforts to limit its effect.

19.5. If the Affected Party has not resumed full performance within 30 days after the start of the Force Majeure Event, the other party may terminate this Agreement by giving not less than 30 days' written notice.

20.1. Subject to clauses 20.2 and 20.3, neither party will assign, novate, transfer, mortgage, charge, subcontract, delegate, or otherwise deal with any of its rights and obligations under this Agreement without the prior written consent of the other party (not to be unreasonably withheld or delayed).

20.2. Either party may, after notifying the other party, assign, novate, or transfer any or all of its rights and obligations under this Agreement to: (a) an Affiliate of that party; or (b) any person acquiring all or substantially all of that party's business, or that part of its business to which this Agreement relates.

20.3. The Supplier may subcontract any or all of its obligations under this Agreement to any subcontractors named in a Statement of Work. Where the Supplier subcontracts, it remains responsible for the performance of this Agreement and liable for all acts and omissions of its subcontractors as if they were its own.

21.1. No variation of this Agreement will be effective unless it is in writing and signed by the authorized representatives of both parties.

22.1. A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy.

22.2. A failure or delay to exercise, or the single or partial exercise of, any right or remedy does not constitute a waiver of that or any other right or remedy.

23.1. If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision will be deemed deleted. Any such modification or deletion does not affect the validity and enforceability of the rest of this Agreement.

24.1. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, and understandings between them, whether written or oral.

24.2. Each party acknowledges that in entering into this Agreement it does not rely on, and will have no remedies in respect of, any statement, representation, assurance, or warranty not set out in this Agreement.

24.3. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

25.1. No party will make, or permit any person to make, any public announcement concerning the existence, subject matter, or terms of this Agreement without the prior written consent of the other party (not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, or any court of competent jurisdiction. Notwithstanding the foregoing, the Customer agrees to participate in a promotional case study at the Supplier's reasonable request.

26.1. Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between the parties, constitute either party as the agent of the other, or authorize any party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

27.1. This Agreement does not give rise to any rights for any third party to enforce any term of this Agreement. The parties' rights to amend or terminate this Agreement are not subject to the consent of any third party.

28.1. Any notice given to a party under or in connection with this Agreement will be in writing and will be: (a) delivered by hand or by pre-paid overnight courier to the recipient's principal place of business; or (b) sent by email to the addresses below.

Supplier: BYND LLC, 201 Spear Street, Suite 1100, San Francisco, CA 94105, with a copy by email to legal@bynd.com

Customer: [ADDRESS / EMAIL]

28.2. Any notice will be deemed to have been received: (a) if delivered by hand, at the time of delivery; (b) if sent by pre-paid overnight courier, at 9:00 a.m. on the next Business Day after dispatch; or (c) if sent by email, at the time of transmission or, if outside Business Hours, when Business Hours next resume.

28.3. This clause 28 does not apply to the service of any proceedings or other documents in any legal action.

29.1. This Agreement may be executed in any number of counterparts, each of which constitutes an original, and all of which together constitute one agreement.

29.2. Electronic signatures are valid and binding to the same extent as handwritten signatures in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.).

30.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation is governed by and will be construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

30.2. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California for the resolution of any dispute arising out of or in connection with this Agreement.

30.3. Each party waives any objection to proceedings in San Francisco County on grounds of inconvenient forum or otherwise.

The following definitions apply in this Agreement:

Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.

Agreement: these General Terms & Conditions and any Statements of Work entered into under it.

Applicable Laws: all applicable federal, state, and local laws, statutes, regulations, rules, and codes in force from time to time.

Business Day: a day other than a Saturday, Sunday, or federal public holiday in the United States, when banks in San Francisco, California are open for business.

Business Hours: the period from 9:00 a.m. to 5:00 p.m. Pacific Time on any Business Day.

Charges: the fees payable for the Services, as described in each Statement of Work.

Confidential Information: all information (however recorded or preserved) that one party or any of its Affiliates (discloser) discloses or makes available to the other party or any of its Affiliates (recipient) in connection with this Agreement and which is designated as confidential or would be regarded as confidential by a reasonable businessperson. It includes the terms of this Agreement and any information of a confidential nature relating to the business, operations, plans, pricing, customers, suppliers, trade secrets, products, processes, or know-how of the discloser or any of its Affiliates. It does not include information that: (a) is or becomes generally available to the public other than as a result of the recipient's breach; (b) can be shown by the recipient to have been known to it, or was available to it on a non-confidential basis, before disclosure by the discloser; (c) was, is, or becomes available to the recipient on a non-confidential basis from a person who, to the recipient's knowledge, is not bound by a confidentiality obligation with the discloser; (d) is developed by or for the recipient independently of the information disclosed by the discloser; or (e) the parties agree in writing is not confidential or may be freely disclosed.

Contract Year: each 12-month period starting on the Effective Date or an anniversary of the Effective Date.

control: beneficial ownership of more than 50% of the issued equity interests of an entity, or the legal power to direct or cause the direction of the general management of the entity; controls, controlled and change of control shall be interpreted accordingly.

Customer Materials: all documents, information, software, items, and materials in any form (whether owned by the Customer or a third party) provided by the Customer to the Supplier for the supply of the Services.

Customer Personal Data: any Personal Information that the Supplier processes under or in connection with this Agreement on behalf of the Customer.

Data Privacy Laws: all Applicable Laws relating to the protection of Personal Information and the privacy of individuals, including the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.) as amended by the California Privacy Rights Act (CCPA/CPRA), and any other applicable US state or federal privacy laws in force from time to time.

Deliverables: all documents, products, designs, software, reports, plans, and other materials or items to be provided by the Supplier to the Customer as specified in a Statement of Work.

Effective Date: the date that this Agreement is signed by both parties.

Intellectual Property Rights: patents, utility models, rights to inventions, copyrights and related rights, moral rights, trademarks, service marks, trade names, domain names, trade dress, goodwill, rights in designs, rights in computer software, database rights, trade secrets, rights to use and protect confidential information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for renewals or extensions of, or to claim priority from, those rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Key Personnel: the individuals identified as key personnel in a Statement of Work or any replacement individuals appointed by the Supplier pursuant to clause 5.

Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings, and loss of opportunity), fines, awards, expenses, and costs (including all interest, penalties, reasonable attorneys' fees (calculated on a full indemnity basis), and reasonable professional costs and expenses).

Order Form: a document substantially in the form agreed between the parties from time to time, used to order Services under this Agreement, and having the same meaning as Statement of Work throughout this Agreement.

Performance Date: a date by which an event, task, or phase of the Services is to be completed, as set out in a Statement of Work or agreed by the parties in writing from time to time.

Personal Information: "personal information" or "personal data" as defined under applicable Data Privacy Laws.

Regulator: each person having regulatory or supervisory authority over all or any part of this Agreement or the Customer's business.

Services: the services set out in each Statement of Work.

Shared Personal Data: has the meaning given in clause 11.3.

Statement of Work: a statement of work describing the Services to be provided by the Supplier, substantially in the form of an Order Form.

Supplier Personnel: all employees, workers, agents, consultants, contractors, and other representatives of the Supplier, or any of its subcontractors, who are engaged in the performance of this Agreement from time to time.

Term: the term of this Agreement as set out in clause 2.

This Agreement has been entered into on the date stated at the beginning of it.