RED SIX SOLUTIONS GENERAL TERMS & CONDITIONS

The following General Terms and Conditions shall apply to the Agreement and any Exhibits and amendments thereto unless otherwise expressly agreed by Provider and Company.

1. TERMINATION. The Agreement will automatically terminate, and Provider shall cease to provide Services to Company, upon the occurrence of any of the following events:

(a)    Immediately, upon Provider’s delivery of written notice of termination to Company;

(b)   Upon expiration of the Agreement in accordance with the term set forth therein, unless extended by the written mutual agreement of the parties; and

(c)    In the event of a material breach of the Agreement by either party, and such party fails to remedy such breach within seven (7) days of receipt of written notice of such breach from the non-breaching party; provided however, Company’s failure to make timely payment to Provider shall not be entitled to any cure period hereunder.

Upon termination or expiration of the Agreement for any reason, (i) [Company shall return any and all of Provider’s property in its possession, including, but not limited to, Work Product, and no copies thereof shall be retained by Company or its Personnel without the prior written consent of Provider (unless otherwise required by law), (ii)] Company shall forfeit its right to use the Work Product for any reason whatsoever, and (iii) Provider shall be entitled to any portions of the Contract Price earned through the date of termination, with Company or Provider making appropriate payments or refunds, as applicable, to the other party within thirty (30) days of termination of the Agreement.  

2. INDEMNIFICATION. Company shall indemnify and hold harmless Provider, its subsidiaries and affiliates and their respective partners, directors, officers, employees and agents from and against any liabilities, claims, costs, losses, expenses, demands, damages or injuries, including reasonable attorney fees (collectively, “Claims”), from any third party, due to such Company’s actions or inactions.

3. CONFIDENTIALITY. Each party (the “Receiving Party”) acknowledges that it may, in the course of performing its responsibilities under the Agreement, be exposed to or acquire information which is proprietary to, confidential to, or contains Personal Data (as hereinafter defined) of the other party (the “Disclosing Party”) or its affiliated companies or their respective clients (collectively, “Confidential Information”). Confidential Information shall include, but not be limited to, information, operational methods, technical processes, business affairs and methods, and other information not readily available to the public. “Personal Data” is defined as (a) any “non-public personal information” as such term is defined under Title V of the U.S. Gramm-Leach- Bliley Act, 15 U.S.C. § 6801 et seq., and the rules and regulations issued thereunder; (b) any “personal data” as defined in EU General Data Protection Regulation (GDPR); or (c) any other information that can specifically identify an individual, such as name, address, social security number, etc., together with any other information that relates to an individual who has been so identified, in accordance with applicable laws, including, but not limited to Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801, 8605(b)(1) and the regulations issued thereunder (12 C.F.R. part 40), the Fair and Accurate Credit Transactions Act (15 U.S.C. §§ 1681, 1681w) and the regulations issued thereunder (12 C.F.R. parts 30 and 41) and with other statutory, legal and regulatory requirements; and EU General Data Protection Regulation (GDPR), incorporated into UK law by the UK Data Protection Act 1998 and any other applicable statutory, legal and regulatory requirements regarding privacy and information protection (including regulations on protection of cardholder data). Neither party shall, except as explicitly agreed to in writing by the parties, collect any Personal Data of the other party, its employees or clients. Upon the reasonable request by either party, the other party shall provide the requesting party with information regarding its privacy / data protection practices and provide reasonable access to audit its compliance thereof. Any and all information in any form (whether oral, written, graphic, electronic or machine-readable) obtained by a Receiving Party or its respective owners, officers, employees, contract staff, agents, independent contractors, or other personnel (collectively, “Personnel”) in the performance of the Agreement shall be deemed Confidential  Information. 

Each Receiving Party agrees to hold all Confidential Information of the Disclosing Party, and to cause its Personnel to hold such Confidential Information, in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such Confidential Information to third parties or to use such Confidential Information for any purposes whatsoever other than the provision, receipt or use of Services, as applicable, in furtherance of the Purpose.  Each Receiving Party shall advise each of its Personnel who may be exposed to Confidential Information of their obligations to keep such Confidential Information confidential.  Each Receiving Party agrees to reveal Disclosing Party’s Confidential Information only to those of its Personnel who need to know such Confidential Information and shall maintain an effective information security program, keep such Confidential Information confidential and take appropriate administrative, technical and organizational measures to secure and protect such Confidential Information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing. Each party shall require all Personnel and or third parties with access to Confidential Information to enter into or otherwise be subject to nondisclosure restrictions at least as protective as those in the Agreement.

Each party shall be responsible for any breach of the Agreement by any of its Personnel and acknowledges and agrees that remedies at law may be inadequate to protect against an actual or threatened breach of the confidentiality provisions of the Agreement.  Each party agrees that in the event of such an actual or threatened breach by the other party or its respective Personnel, the non-breaching party shall be entitled, in addition to any other remedies and damages that may be available to such party at law, to injunctive or other equitable relief, without proof of actual injury, to restrain any such breach, threatened or actual.  Each party further agrees to waive any requirement for security or the posting of any bond by the non-breaching party in connection with any such remedy.

Company shall, on termination of the Agreement, promptly and in a secure manner return to Provider all such Confidential Information and any copies or, at Provider’s written direction, destroy such Confidential Information and copies (and certify that this has been done) unless any legislation or legal action prevents it from doing so, in which case it warrants to keep such Confidential Information and copies secure and confidential and no longer to actively process them and to return or, at Provider’s written direction, destroy such Confidential Information (and certify that this has been done) as soon as such legislation or legal action no longer prevents it from doing so.

4. WORK PRODUCT. All tangible work product resulting from the Services performed by Provider or its Personnel under the terms of the Agreement, including but not limited to, documents, data, reports, notes and other information of any kind (including information incorporating, based upon, or derived from the foregoing), prepared by either party (collectively, “Work Product”), will be the property of Provider and may not be used by Company or its Personnel for any purpose other than the Purpose. Company hereby assigns all rights, title and interests it has or may obtain in such Work Product to Provider.

With respect to Provider’s materials, data and Work Product, Company acknowledges that Provider retains ownership of all materials, information, and proprietary property received by Company in connection with the Agreement, and Company does not obtain any right or interest therein except for a fully revocable license to access the materials, data and Work Product during the term of the Agreement, as necessary for the Purpose.

Neither Company nor its Personnel shall have any proprietary or other interest in the Work Product developed by Provider or its Personnel during the course of, or related to, their Services for Company, and Company, on behalf of itself and its Personnel, agrees that Company hereby assigns, and Provider shall have, all proprietary rights in the Work Product, including all patent, copyright and trade secret rights inherent therein and appurtenant thereto.  Company agrees that Company and its Personnel will execute and deliver all documents required by Provider to document or protect Provider’s proprietary rights in the Work Product.

5. INDEPENDENT CONTRACTOR STATUS. Provider’s Personnel are professionals who use their own discretion and judgment in the completion of the Services. Provider is acting as an independent contractor for Company and does not have authority to bind Company in any way.  The Agreement does not evidence or constitute a joint venture or partnership between the parties.

6. NOTICES. All notices, requests, demands, and other communications shall be deemed to have been given if the same shall be in writing and shall be delivered personally, by overnight courier or sent by registered or certified mail, postage prepaid, and addressed to the addresses set forth in the preamble to the Agreement for each respective party.

7. MODIFICATION OF SERVICES. Company may at any time request a modification to the nature or scope of Services agreed to between the parties by written request to Provider specifying the desired modifications with a reasonable degree of specificity.  Provider shall submit to Company time and cost estimates for such modifications within five (5) days following receipt of such request.  If accepted by Company, Provider shall perform the Services, subject to the modification.  The performance of the Services and the modification thereto by Provider shall be governed by the terms and conditions of the Agreement.

8. LIMITATION OF LIABILITY. Notwithstanding any provision to the contrary contained in the Agreement, the total aggregate liability of Provider for damages arising out of or in connection with the Agreement (regardless of when such damages are made, discovered, settled or resolved), whether based in contract, warranty, tort, strict liability, or otherwise shall not exceed the portion of the contract price actually received by Provider; provided, however, that this limitation shall not apply to Claims arising out of Provider’s gross negligence, fraud, or willful misconduct.  ADDITIONALLY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, OR OTHERWISE.

9. MISCELLANEOUS

(a)   Governing Law; Venue; Waiver of Jury Trial:  The Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to conflict of laws principles. The parties hereby agree and consent that all judicial actions or proceedings brought against any party with respect to the Agreement shall be brought in any state or federal court of competent jurisdiction in Alexandria, Virginia. The parties hereby consent to the jurisdiction and venue of Alexandria, Virginia for resolution of all causes of action arising under the Agreement upon proper service of process, and hereby waive any objections to the jurisdiction and venue thereof. Each Party HEREBY irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to the Agreement or the transactions contemplated hereby.

(b)   Severability:  A ruling by any court that one or more of the provisions contained in the Agreement is invalid, illegal or unenforceable in any respect shall not affect any other provision of the Agreement so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Thereafter, the Agreement shall be construed as if the invalid, illegal, or unenforceable provision had been amended so as to make the Agreement valid and enforceable as originally contemplated by the Agreement to the greatest extent possible.

(c)    Headings:  The section and subsection headings have been included for convenience only, are not part of the Agreement and shall not be taken as an interpretation of any provision of the Agreement. 

(d)   Binding Effect:  The Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legatees, personal representatives and other legal representatives, successors and permitted assigns.  Provider and Company specifically acknowledge and agree that the Agreement only governs and applies to the relationship between Provider and Company.  Except as otherwise specifically provided, the Agreement is not intended and shall not be construed to confer upon or to give any person, other than the parties hereto, any rights or remedies.

(e)    Amendments and Modifications:  The Agreement, including the exhibits attached thereto, may be amended, waived, changed, modified or discharged only by an agreement in writing signed by the authorized representatives of both parties.

(f)    Waiver: Failure to insist upon strict compliance with any of the terms, covenants or conditions of the Agreement shall not be deemed a waiver of that term, covenant or condition of the Agreement.  Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of that right or power at any other time.

(g)    Remedies Cumulative:  The remedies set forth in the Agreement are cumulative and are in addition to any other remedies allowed at law or in equity.  Resort to one form of remedy shall not constitute a waiver of alternate remedies.

(h)   Assignment:  Neither party may assign their rights or obligations under the Agreement without the consent of the other party, which shall not be unreasonably withheld, conditioned, or delayed; provided however, a party may assign the Agreement to a purchaser of all or substantially all the assets or equity of such party.

(i)    Survival:  Sections 2, 3, 4, and 8 shall survive the termination or expiration of the Agreement.