Recitals

A. FORWARD is in the business of offering marketing, app and other technology development, and other technical and professional services, platforms, technology and products to create and provide grant program administration and research solutions;

B. Client desires to engage FORWARD to perform services on an assignment-by-assignment basis, and FORWARD desires to provide such services under the terms of this Agreement; and

C. In the event Client desires to access and use the FORWARD platform (the “FORWARD Platform” or “Platform”), and/or other pre-existing FORWARD technology or products (as may be more particularly defined in an addendum to this Agreement, collectively, “FORWARD Technology”), the Parties may enter into separate orders substantially in the form used by FORWARD (each, an “Order”) for such access and use, and the terms and conditions associated with such access and use shall be established in an addendum to this Agreement that is agreed to by the Parties.

NOW THEREFORE, in consideration of the foregoing, the terms and conditions expressed below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Services and Deliverables

1.1 Scope

FORWARD agrees to provide to Client, under the terms and conditions of this Agreement, the mutually agreed upon services (the “Services”) and items that FORWARD is required to deliver to Client in connection with the Services (“Deliverables”), as such Services and Deliverables are described in one or more statements of work (each, an “SOW”). Each SOW will be substantially in the form used by FORWARD and consecutively numbered (SOW No. 1, No. 2, No. 3, etc.). FORWARD may freely subcontract the performance of Services and/or the development of Deliverables (but remains responsible for the performance of each subcontractor hereunder). In the event the Parties agree to a SOW or Order that contemplates (a) rights to access or use FORWARD Technology, and/or (b) administration of any grant program on behalf of Client (a “Grant Program”), unless otherwise agreed by the Parties, the Parties will agree to addenda to this Agreement (each, an “Addendum”) that establishes terms and conditions applicable to the foregoing.

1.2 Changes

At any time prior to completion of Services and delivery of Deliverables under a SOW, either Party may request that a change (including a modification, addition, or reduction) be made to such SOW (each a “Change”). Neither Party will be obliged to agree to any requested or recommended Change. Any such changes must be by written amendment utilizing FORWARD’s standard form change order, executed by both Parties, detailing the changes involved and any related changes to the schedule and fees (each a “Change Order”). If any Change causes an increase or decrease in the cost or time required for the performance of a SOW, the Parties shall agree in a Change Order to a revised, equitable cost or delivery schedule. Until such time as a Change is formally agreed in a Change Order, FORWARD will continue to perform and be paid for the originally ordered Services and Deliverables as if such Change had not been requested or recommended. For the sake of clarity, changes FORWARD makes to the FORWARD Technology from time to time (including without limitation to maintain, improve, or update the FORWARD Technology) do not require a Change Order.

1.3 Resources and Cooperation

Client shall be responsible for providing, at no cost to FORWARD and on a timely basis, such materials, Grant Program guidelines and/or rules, accurate information and data, systems, facilities, assistance, cooperation, and access to Client’s personnel (collectively, “Resources”) as reasonably necessary to perform the Services and provide the Deliverables, and FORWARD shall be entitled to rely on the sufficiency and accuracy of such Resources. Client acknowledges that its timely provision of and access to such Resources, in each case as may be reasonably requested by FORWARD (collectively, “Cooperation”), may be essential to performance of Services or provision of Deliverables or any FORWARD Technology, and that FORWARD will not be liable for any failure to perform (or any delay in performing) any of its obligations hereunder or under any SOW or Order if and to the extent such delay or deficiency results from Client’s failure to provide Cooperation. Client acknowledges that such delays or deficiencies may require an adjustment to the schedule and/or fees previously agreed upon consistent with the scope and duration of the delay or deficiency. When performing Services on-site at Client facilities, FORWARD will comply with Client’s policies for on-site access provided in writing to FORWARD in advance.

1.4 Assumptions

Each SOW and the fees and timelines set forth therein are based on the information available to FORWARD at the time such SOW is executed and the following assumptions: (a) all Resources and specifications provided by Client are compliant with all Applicable Law; (b) all licenses, certificates, consents, legislative and administrative authority from any individual, entity, or governmental authority required to be obtained by Client have been or will be obtained prior to when it is needed for the administration and performance of any Grant Program; (c) Client’s designated representatives will have the authority to make decisions regarding the Deliverables and SOWs on behalf of Client; (d) FORWARD will have no responsibility for the performance of any Third-Party Material (as defined below); (e) Client will timely provide all Resources, in an agreed upon format, and Cooperation to perform the Services and provide the Deliverables and Grant Program; (f) Client is responsible for determining if any Grant Program will be a regulated product prior to initiation of Services; and (g) any timelines set forth in an SOW are estimates only that may change and, in any event, FORWARD will have no responsibility for any delay attributable to Client; the specifications and assumptions set forth in such SOW (collectively, (a) through (g), the “Assumptions”). FORWARD shall be entitled to rely on each Assumption, and FORWARD shall have no responsibility for any inaccurate or incomplete Assumption. A deviation from any Assumption may cause changes to FORWARD’s schedule, fees, expenses, level of effort or otherwise impact FORWARD’s performance of the Services, and the Parties will enter into a Change Order to reflect any adjustments to the Services, timelines, and/or pricing resulting from any such deviation.

1.5 Delivery and Acceptance

(a) If an SOW states that a Deliverable is subject to acceptance and the SOW specifies acceptance criteria, Client shall review and test such Deliverable upon receipt to confirm whether the Deliverable complies with the applicable criteria set forth in the SOW in all material respects. In the event the Deliverable does not comply with such criteria in all material respects (a “Non-Conformity”), Client must notify FORWARD of its rejection thereof within five business days (or within such other period as may be specified in the applicable SOW). If Client does not, within such period, reject a Deliverable in a written notice to FORWARD specifying the ways in which such Deliverable failed to meet the applicable criteria set forth in a SOW, Client shall be deemed to have accepted such Deliverable.

(b) Following FORWARD’s receipt of Client’s notice of rejection in accordance with Section 1.5(a), FORWARD will attempt to verify the Non-Conformity using industry standard efforts. To the extent a Non-Conformity verified by FORWARD is due to cause(s) within FORWARD’s reasonable control, FORWARD shall use commercially reasonable efforts to promptly remedy such Non-Conformity. To the extent a Non-Conformity is due to any cause(s) outside FORWARD’s reasonable control, such as inaccurate Assumptions, the Parties will, acting reasonably, agree upon the likely cause(s) and enter into a mutually agreeable Change Order that sets forth the associated change and adjusts the schedule and/or fees accordingly. Upon FORWARD’s revision of the Deliverable to address such Non-Conformity, FORWARD shall provide a revised Deliverable to Client, whereupon Client shall review and test the revised Deliverable in accordance with the provisions of Section 1.5(a).

(c) The Parties agree to repeat the procedure set forth in Sections 1.5(a) and (b) up to two times. If, after two attempts, the Non-Conformities are not corrected and Client determines that it wants FORWARD to continue to attempt to correct the Non-Conformities, then either (i) the Parties will enter into a mutually agreeable Change Order that will allow FORWARD to be paid on a time and material basis for the ongoing work, or (ii) the affected SOW may be terminated by Client or FORWARD upon written notice. Failure to achieve acceptance does not constitute a breach of this Agreement or any SOW.

1.6 Records and Data Retention

Each Party shall comply with all regulatory record keeping requirements and data retention requirements that apply to it. Such records shall be available at reasonable times for inspection, examination, and copy by or on behalf of the other Party to the extent permitted by Applicable Law.

2. Payments

2.1 Fees

Client shall pay FORWARD fees as set forth in each SOW or Order. If no such fee is set out in a SOW, the fees shall be as set out in FORWARD’s rate card delivered to Client (“Rate Card”). Hourly rates (whether in the Rate Card or in a SOW) may be increased annually by FORWARD. Client shall also reimburse FORWARD for reasonable out-of-pocket expenses incurred in performing under this Agreement.

2.2 Taxes

Fees, whether set forth in a SOW, Order or Rate Card, do not include federal, state or local sales, use, property, excise, services or other taxes now or hereafter levied. Client shall remit such taxes directly to the applicable taxing authorities. Any taxes or amounts in lieu thereof paid or payable by FORWARD in respect of any such taxes or the fees invoiced in accordance with this Agreement (excepting only taxes on FORWARD’s net income) shall be promptly reimbursed by Client to FORWARD. FORWARD and Client shall reasonably work together with respect to any audits, disputes, or requests for information with respect to taxes in connection with or as a result of this Agreement.

2.3 Invoices

FORWARD shall send Client invoices setting forth fees and expenses payable under this Agreement. Client shall pay such fees and expenses within thirty (30) days of the date of the invoice, without offset, in U.S. Dollars. Interest shall accrue on all fees and expenses not paid after the due date (other than those disputed in accordance with the following sentence) at the rate of the lesser of one and one-half percent (1.5%) per month or the highest rate allowable by Applicable Law. Client may withhold payment of any fees and expenses that Client disputes in good faith, to the extent such amounts are proportionate to the scope of the dispute, provided that before the due date Client notifies FORWARD of the amount disputed, provides FORWARD with all information reasonably necessary to explain the basis for the dispute, and diligently and continuously cooperates in good faith with FORWARD to promptly resolve such dispute.

3. Intellectual Property

3.1 Generally

Except as expressly stated herein or in an applicable Addendum or SOW:

(a) this Agreement will not operate to assign or otherwise transfer to a Party any (i) intellectual property or proprietary right or any software, data, or other any other item or material owned or controlled by such Party (x) as of the Effective Date or (y) developed by such Party outside the scope of this Agreement after the Effective Date ((x) and (y) each “Background IP”) or (ii) Foreground IP (as defined below);

(b) neither Party will acquire any right in or license to any Background IP or Foreground IP of the other Party; and

(c) neither Party will acquire any right in or license to any third-party intellectual property or proprietary right, software, data or other item or material, and it will be the other Party’s responsibility to procure its own license in respect thereof.

3.2 Client Intellectual Property

(d) Excluding FORWARD IP (as defined below), Client owns and shall retain ownership of all (i) copyrights in Deliverables to the extent customized to meet the specifications set forth in a SOW that are expressly designated in such SOW as being owned by Client (“Client Foreground IP”) and (ii) Client Background IP ((i) and (ii) together, “Client IP”). To give effect to the foregoing, FORWARD hereby assigns to Client, upon payment in full for the applicable Deliverable, all of its right, title and interest in the Client IP for the applicable Deliverable.

(e) Client hereby grants to FORWARD a non-exclusive, non-transferable (except in accordance with Section 12.5), sublicensable (only to subcontractors of FORWARD), royalty-free, fully paid, worldwide license to use the Client IP, Client Materials and Third-Party Materials (to the extent such Third-Party Materials are provided to FORWARD or otherwise sourced or recommended by Client) to perform its obligations under this Agreement.

3.3 FORWARD Intellectual Property

(a) FORWARD owns and shall retain ownership of all (i) intellectual property and proprietary rights conceived, produced, developed, fabricated, generated or reduced to practice under this Agreement, including (and notwithstanding anything in this Agreement or any SOW or Order to the contrary) all derivative works of, improvements to, or modifications of any FORWARD Technology, (ii) methodologies, tools, models, procedures, processes, ideas, designs, techniques, inventions, discoveries, improvements, know-how, trade secrets, creations, software, data, works of authorship and any other items that are gathered, prepared or created during the Term (as defined below) but are of a generalized nature and not unique to the Services, (iii) all derivative works of, improvements to, or modifications of any of the foregoing ((i) through (iii), collectively, “FORWARD Foreground IP” and, together with Client Foreground IP, “Foreground IP”), and (iv) FORWARD Background IP (which includes all FORWARD Technology) (together with FORWARD Foreground IP, “FORWARD IP”). To give effect to the foregoing, Client hereby assigns to FORWARD all of its right, title and interest in the FORWARD IP.

(b) Notwithstanding anything to the contrary herein, FORWARD shall not be prohibited or enjoined at any time by Client from utilizing any (i) ideas, concepts, know-how, methodologies, processes, technologies, algorithms, techniques, skills or knowledge of a general nature acquired or developed (individually or jointly) during the course of performing the Services or (ii) information publicly known or that could reasonably have been acquired in work performed for another client or in another context.

3.4 Third-Party Materials

If Client requests that FORWARD use, integrate with, or incorporate into any Service, Deliverable, or FORWARD Technology any software, hardware, information, other material, and/or service that is not proprietary to and developed by FORWARD, including open source software (all of the foregoing, collectively, “Third-Party Materials”), then (i) Client (and not FORWARD) will be solely responsible for obtaining any and all rights and licenses required to use any and all Third-Party Materials and (ii) FORWARD will have no obligation or liability to the extent arising out of any Third-Party Material.

4. Term and Termination

4.1 Term

Unless this Agreement is terminated earlier in accordance with its terms, the initial term of this Agreement commences on the Effective Date and will continue for [one (1)] years (such period, the “Initial Term”). The term of this Agreement will automatically be extended for one-year periods (each, a “Renewal Term”) upon the expiration of the Initial Term and each Renewal Term, unless either Party provides thirty (30) days prior written notice of non-renewal. All Renewal Terms, together with the Initial Term, shall be the “Term” for purposes of this Agreement. Notwithstanding the foregoing, if any SOW or Order has a term longer than the Term, such SOW or Order will remain in effect for the duration set forth in such SOW or Order (unless such SOW or Order is terminated earlier in accordance with this Agreement), and the terms of this Agreement shall survive and be applicable to such SOW or Order until termination or expiration of such SOW or Order.

4.2 SOW or Order Term

Unless otherwise stated in the applicable SOW or Order, each SOW and Order shall automatically renew at the end of the then-current term for successive renewal terms equal in length to the initial term, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current SOW or Order. Fees for any renewal term shall be governed by the pricing set forth in the applicable SOW, Order or other written agreement between the Parties.

4.3 Termination for Cause

Either Party may, at its option, terminate any or all of this Agreement or any SOW or Order, in whole or in part, immediately by giving the other Party written notice if such other Party materially breaches, respectively, this Agreement or such SOW or Order and the breaching Party has failed to remedy such breach within ninety (90) days after receiving written notice specifying such breach from the non-breaching Party (except, if such breach is non-payment by Client of any fee or expense under this Agreement, Client has failed to remedy such breach within thirty (30) days after receiving written notice of such breach from FORWARD).

4.4 Effect of Termination

The expiration or termination of this Agreement or any SOW or Order does not affect either Party’s accrued rights and obligations at the time of such expiration or termination, including any non-cancelable obligations of FORWARD. The making of all payments required under this Agreement and the terms and conditions of Sections 2, 3, 4.4, 5, 8.3, 9, 10, and 11 shall survive termination or expiration of this Agreement.

5. Confidentiality

5.1 Confidential Information

For the purposes of this Agreement, “Confidential Information” means any and all technical, business, or other data and information (which may be written, oral, or in any other format) that is provided or made available by or on behalf of a Party to the other in connection with this Agreement. The terms of this Agreement will be the Confidential Information of each Party with respect to the other Party. FORWARD’s Confidential Information shall include all FORWARD Technology and all data and information related to the FORWARD Technology or any product, system, security, process, procedure, tool, methodology, or know-how of FORWARD. Except to the extent otherwise provided by Applicable Law, the term “Confidential Information” does not include information that (a) otherwise becomes publicly available other than as the result of a disclosure in breach hereof, (b) becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party which the receiving Party reasonably believes is not prohibited from disclosing such information to the receiving Party by obligation (direct or indirect) to the disclosing Party, (c) is known by the receiving Party prior to its receipt from the disclosing Party without any obligation of confidentiality with respect thereto, or (d) is developed by the receiving Party independent of any disclosures of such information made by the disclosing Party to the receiving Party.

5.2 Restrictions

At all times during the Term and thereafter each Party shall, and shall cause each of its affiliates, officers, directors, employees, contractors, representatives, and agents (collectively, “Representatives”) to, keep confidential and not publish or otherwise disclose to a third party and not use, directly or indirectly, for any purpose, any Confidential Information provided or otherwise made known to it, directly or indirectly, by the other Party, except to perform obligations or exercise rights under this Agreement. Notwithstanding the foregoing, the receiving Party may, without the prior written consent of the other Party, disclose Confidential Information to its Representatives (provided that in no event may Client disclose FORWARD Confidential Information to any FORWARD Competitor) solely to carry out the purposes of this Agreement and provided that such Representatives are under obligations of non-use and non-disclosure no less restrictive than those set forth herein. The receiving Party shall remain fully responsible for the use and disclosure of the disclosing Party’s Confidential Information by the receiving Party’s Representatives. The receiving Party shall carry out its obligations under this Section 5 using at least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential information, but in no event less than a reasonable degree of care.

5.3 Required Disclosure

Either Party may disclose Confidential Information to the extent required by Applicable Law, in which case the receiving Party shall notify disclosing Party in writing of its obligation to do so unless prevented by Applicable Law (in which case it shall notify disclosing Party as soon as it is able to) and to the extent permitted by Applicable Law, the receiving Party shall, at the disclosing Party’s cost, reasonably cooperate with the disclosing Party’s efforts to challenge the disclosure of the disclosing Party’s confidential information, to seek an appropriate protective order, or to pursue such other legal action as the disclosing Party may reasonably deem appropriate.

5.4 Equitable Remedies

Each Party recognizes that its threatened or actual breach of this Section 5 may cause irreparable harm to the other Party that may be inadequately compensable in damages and that, in addition to other remedies that may be available at law or equity, such other Party is entitled to seek, in any court of competent jurisdiction notwithstanding Section 11.3, injunctive relief for such a threatened or actual breach.

5.5 Return

All Confidential Information in the custody or control of the receiving Party including all copies of such Confidential Information and in whatever form or media, shall be promptly returned or destroyed upon the earlier of (a) the disclosing Party’s written request, or (b) the expiration or termination of this Agreement. To the extent any Confidential Information cannot reasonably be returned or destroyed or must be maintained by the receiving Party in accordance with any reasonable record-keeping policies or legal requirements, the receiving Party shall continue to treat such Confidential Information as confidential in accordance with the terms of this Agreement for so long as such Confidential Information remains in the receiving Party’s possession or control.

6. Relationship of the Parties

FORWARD shall render all Services hereunder as an independent contractor and not as an agent, employee, joint venturer, or partner of Client. Except, and to the extent only, that this Agreement expressly states otherwise, neither Party may commit the other Party in any way to any third party without that other Party’s prior written consent.

7. Non-Exclusive Relationship

The Services, Deliverables and FORWARD Technology provided to Client hereunder are provided on a non-exclusive basis. Subject to FORWARD’s confidentiality obligations herein, nothing contained herein shall prevent FORWARD from (a) providing the same or similar services, deliverables or technology for others or (b) developing and implementing the same or similar deliverable, technology, concepts, ideas, or functionality as developed or provided pursuant to a SOW or Order for Client for another FORWARD client, provided FORWARD does not incorporate therein any Client IP without the right or license to do so.

8. Representations, Warranties, Covenants, Disclaimers

8.1 Mutual Representations and Warranties

Each Party represents and warrants that (a) it has the capacity and authority to enter into this Agreement and that this Agreement has been duly authorized by the required corporate action, (b) entry and performance of this Agreement does and will not violate or be subject to any restriction in or by any other agreement or obligation, and (c) its performance under this Agreement will be in accordance with the exercise of that degree of skill, prudence, care and foresight, and the practices and professional standards that would reasonably and ordinarily be expected to be exercised by an entity similar to and of the same nature as such Party (“Good Industry Practice”).

8.2 Ownership; Rights to Use

Client represents and warrants that (a) it is the owner or licensor of all Client IP, Client Materials and Third-Party Materials, and (b) it has the unconditional right, power, and authority to grant FORWARD the rights and licenses granted in this Agreement, including the rights to use all the Client IP, Client Materials and Third-Party Materials.

8.3 Disclaimers

(a) Client acknowledges and agrees that (i) FORWARD does not provide legal or financial advice with respect to Grant Programs, and (ii) Client is fully responsible for the accuracy of the information and data input into the Deliverables and FORWARD Technology and the compliance of any Grant Program with Applicable Law.

(b) EXCEPT AS SPECIFIED IN SECTIONS 8.1 AND 8.2, EACH PARTY HEREBY DISCLAIMS AND THE OTHER PARTY HEREBY WAIVES ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING ANY WARRANTY OR CONDITION (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, ACCURACY, OR WITH RESPECT TO THE RESULTS THAT MAY BE OBTAINED IN CONNECTION WITH THIS AGREEMENT, OR (B) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD. CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT FORWARD’S OPTION, (A) RE-PERFORMANCE OF THE SERVICES, (B) CORRECTION OF THE DELIVERABLE, OR (C) TERMINATION OF THE APPLICABLE SOW OR ORDER AND RETURN OF THE PORTION OF THE FEES PAID TO FORWARD BY CLIENT FOR SUCH NON-CONFORMING SERVICES OR DELIVERABLES. FORWARD SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY ALGORITHM, SPECIFICATION, REQUIREMENT, INFORMATION, SOFTWARE, OR MATERIAL PROVIDED OR GENERATED BY CLIENT (ALL OF THE FOREGOING, COLLECTIVELY, “CLIENT MATERIALS”) OR ANY THIRD-PARTY MATERIAL.

9. Indemnification

9.1 FORWARD Obligations

FORWARD shall indemnify Client, its affiliates, and all respective officers, directors, employees, agents and contractors of any of the foregoing, excluding FORWARD Competitors (the “Client Indemnified Parties”), in respect of any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys’ fees (collectively, “Losses”), suffered, incurred or sustained by any Client Indemnified Party or to which any Client Indemnified Party becomes subject to the extent resulting from, arising out of or relating to any third-party claim that the Services and Deliverables infringe upon or misappropriate any intellectual property or proprietary right of any third party, unless such claim is attributable to any (a) instruction provided by Client, including any Client instruction to use any Client Material or Third-Party Material in the performance of any Service or development of any Deliverable, (b) alteration or modification of any Service or Deliverable by Client, (c) combination, operation, or use of a Service or Deliverable with any service, product, software or other item or material not supplied by FORWARD, or (d) any Client Material or Third-Party Material (any of (a) through (d), a “Client Infringement Cause”).

9.2 Client Obligations

Client shall indemnify FORWARD, its affiliates, and all respective officers, directors, employees, agents and contractors of any of the foregoing (the “FORWARD Indemnified Parties” and, together with the Client Indemnified Parties, the “Indemnified Parties”) in respect of any and all Losses suffered, incurred or sustained by any FORWARD Indemnified Party or to which any FORWARD Indemnified Parties becomes subject to the extent resulting from, arising out of or relating to any third-party claim: (a) attributable to a Client Infringement Cause, (b) that any Client Background IP infringes upon or misappropriates any intellectual property or proprietary right of any third party, (c) arising from any Grant Program, including, without limitation, any claims arising from the use or implementation of the Grant Program guidelines that violate any Applicable Law or result in any injury (including death) or damage to tangible or personal property.

9.3 Procedure

Each Party’s obligations to indemnify the other in connection with any claim is conditioned upon the Indemnified Party (a) providing the indemnifying Party with prompt written notice of such claim, (b) cooperating in a timely manner with the indemnifying Party in connection with such claim, and (c) promptly providing the indemnifying Party with any material correspondence, material documents, and any other material the indemnified Party may reasonably request. The indemnifying Party will be entitled at its own expense to (x) defend such claim, at its sole discretion, with counsel of its own choosing and (y) settle such claim at any time (subject to the Indemnified Party’s approval, not to be unreasonably withheld, conditioned, or delayed, of the terms of any such settlement to the extent that such settlement is not only for monetary damages and does not require the indemnified Party to admit fault or liability). The Indemnified Party may, at its own expense, participate in the resolution of such claim.

9.4 Mitigation

If Client’s use or FORWARD’s provision of any Service, Deliverable, or FORWARD Technology is or is likely to be enjoined by order of a court of competent jurisdiction as an infringement or misappropriation of any intellectual property or proprietary right of a third party, then FORWARD may, at FORWARD’s option and expense, take one or more of the following actions: (a) procure a license for Client at no additional cost to Client to allow Client to continue to use the Service, Deliverable, or FORWARD Technology; (b) modify at no cost to Client any Service, Deliverable, or FORWARD Technology to make it non-infringing; or (c) replace any Service, Deliverable, or FORWARD Technology with a non-infringing Service, Deliverable, or FORWARD Technology, provided that, if FORWARD elects the options in subsections (b) or (c), the modified or replaced Service, Deliverable, or FORWARD Technology is capable of performing substantially the same functional capabilities. If FORWARD is or would be unable, after exercising commercially reasonable efforts, to effect any of the options in this Section 9.4, then FORWARD shall have the right to terminate the provision of (and Clients rights to) any Service, Deliverable, or FORWARD Technology and equitably adjust the fees charged to Client to reflect such termination. If the foregoing is not possible on a commercially reasonable basis, then FORWARD may terminate the associated SOW.

9.5 Exclusive Infringement Remedies

SECTIONS 9.1 AND 9.4 SET FORTH CLIENT’S SOLE AND EXCLUSIVE REMEDY, AND THE ENTIRE LIABILITY OF FORWARD AND ITS AFFILIATES, AND THEIR RESPECTIVE REPRESENTATIVES, UNDER THIS AGREEMENT WITH RESPECT TO ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT. SECTION 9.2 SETS FORTH FORWARD’S SOLE AND EXCLUSIVE REMEDY, AND THE ENTIRE LIABILITY OF CLIENT, UNDER THIS AGREEMENT WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT.

10. Liability

10.1 Consequential Damages Waiver

EXCEPT AS PROVIDED IN SECTION 10.3, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, AND THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OF ANY KIND, WHETHER DIRECT OR INDIRECT OR OTHERWISE, OR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH PARTY OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL FORWARD, REGARDLESS OF LEGAL THEORY, BE LIABLE FOR THE COST OF ANY REPLACEMENT SERVICES (I.E., “COST OF COVER”).

10.2 Limitation on Liability

EXCEPT AS PROVIDED IN SECTION 10.3, THE AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES, AND THEIR RESPECTIVE REPRESENTATIVES FOR CLAIMS ARISING UNDER THIS AGREEMENT WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID TO FORWARD DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

10.3 Exclusions

The exclusions and limitations set out in Section 10.1 and 10.2 will not apply (and no exclusion of or limitation on liability will apply) with respect to the liability of either Party, its affiliates, and their respective Representatives: (a) for infringement or misappropriation of the other Party’s intellectual property; (b) for any Losses for which a Party provides an indemnity under this Agreement, or (c) to the extent such exclusion or limitation is not permitted by Applicable Law.

11. Miscellaneous

11.1 Notices

Notices hereunder must be in writing in English and given to the other Party by first class mail, postage prepaid, or by air courier to the physical addresses set forth under each Party’s signature below or to such other physical address as either Party may designate by providing written notice in accordance with this Section 11.1; provided that all notices to FORWARD must be simultaneously copied via email by Client to contracts@forwardplatform.com in order to constitute valid and effective notice to FORWARD, with such email being a necessary component of notice to FORWARD (in addition to notice sent to such physical address). Notices shall be effective when received.

11.2 Dispute Resolution

The Parties will use good-faith efforts to resolve any issue, dispute, or controversy (a “Dispute”) arising out of or relating to this Agreement. Each Party will give the other Party written notice in accordance with Section 11.1 of any such Dispute not resolved in the normal course of business. Within fifteen (15) business days after delivery of such written notice, executives of each Party will meet to exchange relevant information and to attempt to resolve the Dispute in good faith. If such Dispute cannot be resolved by such executives within fifteen (15) business days (or such longer period as may be mutually agreed by the Parties in writing) after commencement of negotiations, either Party may, in accordance with Section 11.3, pursue any remedy for such Dispute it may have at law or equity. All negotiations pursuant to this Section 11.2 are confidential and will be treated as compromise and settlement negotiations for purposes of evidentiary rules.

11.3 Governing Law and Jurisdiction

This Agreement, and the rights and obligations of the Parties under this Agreement, is governed by and construed in accordance with the laws of the State of Washington, without giving effect to the principles thereof relating to the conflicts of laws that would apply the law of any other jurisdiction. Each Party hereby consents to the personal and exclusive jurisdiction and venue of the state or federal courts located in King County, Washington, which will be the sole and exclusive manner of resolving any such Dispute if any Dispute is not resolved by mutual agreement of the Parties in accordance with Section 11.2. Unless specified in a SOW, FORWARD shall not be treated as a U.S. federal contractor or subcontractor, and regulations applicable to federal contractors or subcontractors do not apply to any of FORWARD’s performance or obligations hereunder.

11.4 Force Majeure

Neither Party shall be liable for any delay or failure in performance due to events outside its reasonable control, including any act of God, flood, earthquake, extreme weather, labor dispute, communications line failure, industry wide shortage of supply, action or inaction of a governmental entity, riot, civil commotion, war, terrorism, mass shooting, illegal activity, fire, wildfire, explosion, epidemic, pandemic, brown- or black-out, delay of a common carrier, personal emergency or resignation of an employee or contractor, transmission delay or failure, or a service provided by any third party.

11.5 Non-Solicitation

Each Party undertakes that it shall not (except with the prior written consent of the other Party) directly or indirectly solicit or entice (or attempt to solicit or entice) away from the other Party any person employed or otherwise engaged thereby (including contractors, agents, advisors and the like) at any time during the Term of this Agreement and for twelve (12) months after the termination or expiration hereof other than by means of a general advertising campaign open to all comers and not specifically targeted at any of the staff of such other Party.

11.6 Compliance with Laws

Each Party shall comply with all applicable laws and regulations (collectively, “Applicable Law”) in performance of its obligations and exercise of its rights under this Agreement. If there is any conflict or inconsistency in Applicable Law, Good Industry Practice, and this Agreement, the following order of priority shall apply to the extent of such conflict or inconsistency: (a) Applicable Law, (b) Good Industry Practice, and (c) this Agreement. If any changes in Applicable Law or Good Industry Practice prevent either Party from lawfully performing its obligations under this Agreement, then the Parties will reasonably cooperate in good faith to determine a suitable workaround until such time as the affected Party can reasonably perform its obligations under this Agreement in compliance with Applicable Law or Good Industry Practice without such workaround. Each Party shall use commercially reasonable efforts to promptly resume performance of its respective obligations under this Agreement without the workaround.

11.7 Assignment

Neither Party may assign or transfer any of its rights or obligations under this Agreement (other than the right to receive any amount due, which shall be freely assignable) without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may, without the prior written consent of the other Party, assign this Agreement to an affiliate or to a successor in interest in connection with any merger, acquisition, consolidation, asset purchase, or sale of all or substantially all of the business to which this Agreement relates. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns.

11.8 Severability

In the event that one or more terms of this Agreement becomes or is declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such term shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph is invoked and, as a result, the value of this Agreement is materially impaired for either Party, then the affected Party may terminate this Agreement by written notice with immediate effect to the other.

11.9 Third-Party Rights

Except as expressly set forth herein, no third party has any right to enforce any term of this Agreement.

11.10 Counterparts; Electronic Signatures

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original hereof. Counterparts may be delivered via electronic mail (including as a .pdf attachment), and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. Each Party agrees that all electronic signatures, whether digital or encrypted, of either Party set forth on this Agreement or any Order or SOW are intended to authenticate such writing and to have the same force and effect as manual signatures.

11.11 Entire Agreement

All Addenda, Orders, and SOWs form part of this Agreement and references to this Agreement include them. This Agreement is the complete agreement between the Parties concerning the subject matter of this Agreement and replaces any prior oral or written communications between the Parties, except as expressly agreed in writing by the Parties. There are no conditions, understandings, agreements, representations, or warranties expressed or implied, that are not specified herein. If there is any conflict or inconsistency between (a) the main body of this Agreement, (b) any Addenda, and (c) a SOW or Order, the following order of priority shall apply to the extent of such conflict or inconsistency: (a) the Addenda, (b) main body of this Agreement, and (c) the SOW or Order. Notwithstanding the foregoing, if a provision in any SOW or Order expressly states that it takes precedence over a provision in this Agreement or any Addenda by referencing the provision that is unavailing, such provision in such SOW or Order shall prevail to the extent of such express statement.

11.12 Amendment; Waiver

This Agreement may only be modified by a written document executed by Client and an authorized officer of FORWARD; provided that in no event shall any term or condition included in any purchase order, clickthrough, browsewrap, or other document of Client, any of its affiliates, or any of their respective Representatives be valid or enforceable against FORWARD or have any evidentiary weight unless the Parties have engaged in a bona fide negotiation of its contents and entered into a separate written agreement, expressly referencing such document and this Section, that is executed by Client and an authorized officer of FORWARD. No waiver of any provision hereof shall be enforceable against FORWARD unless made in writing and signed by an authorized officer of FORWARD. The waiver by either Party of any right provided under this Agreement shall not constitute a subsequent or continuing waiver of such right or of any other right under this Agreement.