Professional
Services Agreement

Revision 02 - November 02, 2025

 

1. PARTIES

THESE SYSTEMS X CORPORATION PROFESSIONAL SERVICES TERMS AND CONDITIONS (THESE “SERVICES TERMS”) GOVERN THE SERVICES (AS DEFINED BELOW) TO BE PROVIDED BY SYSTEMS X CORPORATION (“SYSTEMS X”) TO THE CUSTOMER (“CUSTOMER”) UNDER A WORK ORDER (AS DEFINED HEREIN). BY EXECUTING A WORK ORDER ("PROPOSAL"), CUSTOMER IS ACCEPTING AND AGREEING TO THESE SERVICES TERMS AND THE TERMS OF SUCH WORK ORDER, WHICH UPON EXECUTION BECOME PART OF AND SUBJECT TO THESE SERVICES TERMS. THESE SERVICES TERMS AND EACH WORK ORDER EXECUTED BY CUSTOMER TOGETHER FORM A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN CUSTOMER AND SYSTEMS X (COLLECTIVELY, THIS “SERVICES AGREEMENT”). EACH WORK ORDER EXECUTED BY CUSTOMER SHALL BE EFFECTIVE AS OF THE DATE SPECIFIED THEREIN OR, IF NO SUCH DATE IS SPECIFIED, THE DATE CUSTOMER EXECUTED THE WORK ORDER. SYSTEMS X AND CUSTOMER MAY BE REFERRED TO HEREIN COLLECTIVELY AS THE “PARTIES”.

2. DEFINITIONS

  • Affiliate refers to a controlled company under common control or controlling a party or entity during the period of such authority. For this Services Agreement, “control” means ownership, directly or indirectly, of more than 50% of a party or entity’s voting securities.

  • Services refer to the technical, implementation, or professional services and any related deliverables provided or to be provided by Systems X for Customer under a Work Order describing such Services and these Services Terms. The Services performed under a Work Order may be referred to as “Professional Services” or “Technical Services,” as applicable, based on the nature and type of such Services.

  • Deliverable refers to all property, reports, source code, analyses, recommendations, data, databases, specifications, software, documentation, items, videos, recordings, and other materials provided, created, developed, and delivered according to and described in a Work Order.

  • Law refers to any local, state, national, administrative, and foreign laws, treaties, regulations, and orders applicable to a party.

  • Work Order refers to a written or electronic (a) work order, (b) statement of work, (c) proposal, or (d) other ordering documents incorporating these Services Terms and all exhibits or other documents attached to or incorporated by reference (“Attachments”) therein, describing the Services purchased by Customer and executed by the Parties or Customer alone, as applicable.

  • Work Product refers to all software, authorship, or work developed for Customer in providing the Services, including any Deliverables produced in connection therewith, whether created solely or jointly with others.

2.1. Clarification of Deliverables and Work Product

    • “Deliverables” are the specific items described in a Work Order that are to be delivered to the Customer.

    • “Work Product” includes the broader set of developments resulting from Services (including but not limited to Deliverables) and may consist of modifications, derivative works, or integrations of Systems X Property with Customer Data or systems.

    • Unless otherwise specified in a Work Order, all right, title, and interest in Work Product shall be treated under Section 5.2 (Ownership of Work Product). Deliverables may be subject to separate license terms where specified in the Work Order.

3. PROVISION OF SERVICES

Subject to Customer’s payment of the applicable fees as defined in Section 4.1, Systems X will provide the Services under the relevant Work Order. Any scheduling required for the performance or delivery of the Services will be described in the Work Order. Systems X is not responsible for providing any Services, tasks, or items that are not included in the description of Services in the Work Order; such items are out of scope and require execution of an additional Work Order with associated fees. Systems X reserves the right, in its sole discretion, to assign, replace, and remove personnel performing the Services. If the Services are made available to any Customer Affiliate in accordance with this Services Agreement, then the term Customer also includes such Customer Affiliate identified in the applicable Work Order. Systems X will provide Services under this Services Agreement only to Customer or the Customer Affiliates identified in the applicable Work Order. Systems X will perform the Services in accordance with the service levels, milestones, and acceptance criteria, if any, described in the applicable Work Order. The Parties will jointly review progress at mutually agreed checkpoints, and Customer will provide timely feedback as outlined in the Work Order.

3.1. Acceptance and Testing

    • Acceptance Criteria. Each Work Order will include objective acceptance criteria and a test plan for any Deliverables.

    • Review Period. Customer will review and test each Deliverable within ten business days after delivery and will provide written notice of any material, reproducible non-conformities. If no such notice is received within that period, the Deliverable will be deemed accepted.

    • Cure. Upon a timely rejection, Systems X will correct the reported non-conformities and resubmit. Customer will re-test within five business days.

    • Production Use. Use of a Deliverable in production constitutes acceptance.

3.2. Change Control

    • Changes to scope, assumptions, timeline, or Customer Responsibilities require a written Change Order executed by both Parties.

    • Systems X has no obligation to begin changed work until the Change Order is executed. Fees, schedules, and milestones will be adjusted accordingly.

4. FEES

4.1. Invoice and Payment

The fees for the Customer’s Services are determined under the terms of the applicable Work Order. Any other amounts due under this Services Agreement (collectively, the “Fees”) are quoted and payable in United States dollars. Unless otherwise provided in the applicable Work Order, all Fees (except for any disputed Fees then subject to a Billing Dispute under Section 4.6) shall be due and payable within thirty (30) days of the invoice date. Customer shall provide Systems X with complete and accurate billing and contact information, including a valid email address for receipt of invoices. All Fees and payment obligations for Services under any Work Orders are non-cancelable and non-refundable; quantities purchased cannot be reduced.

4.2. Incidental and Project Expenses

Customer shall reimburse Systems X for all reasonable travel, lodging, meals, and other out-of-pocket expenses incurred in performing or providing the Services. If Systems X incurs any additional reasonable costs or expenses necessary for the proper performance or delivery of the Services, such expenses may be invoiced separately in accordance with this Services Agreement.

4.3. Overdue Payments

Without limiting the rights and remedies available to Systems X under this Services Agreement or by Law, any fees not paid by Customer (except for any disputed fees then subject to a billing dispute under Section 4.6) within thirty (30) days of the invoice date shall accrue late charges at the rate of one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses and fees for collection (including attorneys’ fees and court and administrative costs). Late charges will not be compounded and will not exceed the maximum rate permitted by Law.

4.4. Taxes

The Fees are exclusive of all shipping costs and federal, state, and local sales, value-added taxes, goods and services taxes, use, excise, service, transaction, gross receipts, or similar taxes imposed on the Services (collectively, “Taxes”), all of which Customer agrees to pay, excluding Taxes assessable against Systems X on its income, property, and employees. Customer shall make all payments required without deduction of any Taxes, except as required by Law, in which case the amount payable shall be increased as necessary so that after making any required deductions and withholdings, Systems X receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. If Customer is exempt from paying any applicable Taxes, Customer shall promptly provide written evidence reasonably satisfactory to Systems X of its tax-exempt status, and Systems X will not include such Taxes in Customer’s invoices.

4.5. Suspension of Services for Non-Payment

If Customer’s account is more than thirty (30) days past due (except for any disputed Fees then subject to a Billing Dispute under Section 4.6), in addition to any other rights or remedies it may have under this Services Agreement or by Law, Systems X reserves the right to cease providing any or all Services currently being performed or to be performed for Customer, without liability to Systems X for such suspension. Services will resume only after Customer pays all such invoiced Fees then due.

4.6. Billing Disputes

Any dispute involving invoiced Fees (a “Billing Dispute”) must be in writing and submitted to Systems X within thirty (30) days of the invoice date and include a reasonably detailed statement describing the nature and amount of the disputed Fees as well as the reasonable and good-faith bases for why a credit or refund is being requested (a “Billing Dispute Notice”). Customer shall cooperate with Systems X to promptly address and attempt to resolve any Billing Dispute submitted in accordance herewith. Customer acknowledges and agrees that, if Customer does not present a Billing Dispute Notice in accordance with the foregoing, Customer waives all rights to dispute such invoice, and all Fees outlined in such invoice will be considered correct and binding on Customer. Notwithstanding any Billing Dispute commenced in accordance with this Section 4.6, Customer shall remain obligated to pay all undisputed Fees within thirty (30) days of the invoice date.

4.7. Timekeeping and Approval

For time-and-materials Work Orders, Systems X will maintain time records by role and task and will provide email summaries to the customer-designated project owner. If the Customer does not object in writing within ten business days of receipt, the time is deemed approved.

5. PROPRIETARY RIGHTS; OWNERSHIP

5.1. Systems X Property

In performing the Services, Systems X may use products, materials, information, ideas, concepts, know-how, techniques, tools, templates, models, software, procedures, documentation, technology, interfaces, data and databases, reports, processes, best practices, and methodologies owned or licensed by, or developed on behalf of, Systems X or any of its partners or suppliers (collectively, the “Systems X Property”). Subject to the limited rights expressly granted under this Services Agreement, Systems X and its licensors reserve and retain all right, title, and interest in and to the Services and the Systems X Property, including all patents and applications therefor, copyrights, trademarks, domain name rights, trade secret rights, and all other intellectual property rights (collectively, “Intellectual Property Rights”). No Systems X Property shall be deemed Work Product. Systems X may modify or improve any Systems X Property at any time. All enhancements, modifications, adaptations, and derivative works of the Systems X Property, whether made by Systems X, Customer, a third party, or jointly, shall remain the exclusive property of Systems X. Except as expressly provided herein, Customer is not granted any right, title, or interest in or to any Systems X Property or any other equipment, supplies, or materials owned, leased, or licensed by or to Systems X, whether related to the performance of the Services, use or operation of the Deliverables, or otherwise. All Systems X Property shall be deemed Systems X Confidential Information.

5.2. Systems X Ownership of Work Product

Systems X shall own and retain all rights, title, and interest (including all Intellectual Property Rights) in and to all Work Product, as well as all recommendations, ideas, techniques, know-how, designs, programs, development tools, processes, integrations, enhancements, and other technical information, together with any modifications, adaptations, or derivative works thereof, whether developed by Systems X in the course of providing the Services or co-developed by the Parties under any Work Order. No Work Product shall be deemed a “work made for hire.”

If any Work Product is delivered to Customer in connection with the provision of Services (including any Work Product included as a Deliverable or portion thereof), Systems X grants Customer a non-exclusive, worldwide (subject to applicable export laws), royalty-free, fully paid-up, limited license to use such Work Product internally for Customer’s business purposes in accordance with this Services Agreement and the applicable Work Order. Unless otherwise specified in a Work Order, such rights are non-transferable and non-sublicensable, except in connection with an approved assignment of this Services Agreement and all related Work Orders.

For enterprise-level or multi-affiliate engagements, the applicable Work Order may include a license supplement granting extended, affiliate, or sublicensing rights for additional fees, as mutually agreed by the Parties in writing.

5.3. Residuals

Nothing in this Services Agreement will: (a) prohibit or limit Systems X’s use of ideas, concepts, know-how, methods, techniques, skill, knowledge, and experience that were used, developed, or gained in connection with Systems X’s provision of any Services under these Services Terms or any Work Order; or (b) preclude Systems X from marketing, developing, or using for any other purpose any services or products for the benefit of Systems X or any other party. Systems X will continue to be free to use and exploit the Services and any Work Product to undertake the same or similar services and provide the same or similar products to other customers and entities.

5.4. Third Party and Open Source Materials

    • Deliverables may incorporate third-party or open-source software (collectively, “Third-Party Materials”). Third-Party Materials are licensed to Customer under their own terms, which govern in case of conflict.

    • Systems X will disclose material Third-Party Materials in the Work Order or Deliverable documentation.

    • Customer is responsible for obtaining and maintaining any required platform or vendor licenses.

6. CONFIDENTIALITY

6.1. Confidential Information; Exceptions

“Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Systems X Confidential Information includes the Systems X Property and Work Product; Customer Confidential Information consists of Customer Data; and Confidential Information of each Party includes the terms and conditions of these Services Terms and all Work Orders (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

6.2. Protection

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Services Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, advisors, contractors, and third parties (collectively, “Representatives”) who need access for purposes consistent with this Services Agreement and who have signed confidentiality agreements with the Receiving Party containing protections, or have ethical duties to the Receiving Party, not materially less protective of the Confidential Information than those herein. Each Party shall be and remain fully liable and responsible for its Representatives’ unauthorized disclosure or use of the other Party’s Confidential Information. Each Party may confidentially disclose the terms of this Services Agreement to any actual or potential financing source or acquirer. Notwithstanding the foregoing, Systems X may disclose the terms of these Services Terms and any applicable Work Order to a subcontractor or third-party provider to the extent necessary to perform Systems X’s obligations to Customer under this Services Agreement, under terms of confidentiality materially as protective as those set forth herein.

6.3. Compelled Disclosure; Retention

The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party (a) gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and (b) provides reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party seeks a protective order or other remedy to limit the scope of the disclosure.

If the Receiving Party is required by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party does not contest such disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable costs incurred in compiling and providing secure access to that Confidential Information.

Notwithstanding anything to the contrary in this Services Agreement, the Receiving Party (i) may retain copies of the Disclosing Party’s Confidential Information for internal record-keeping purposes, compliance with applicable laws or industry standards, or to defend or maintain litigation; and (ii) is not obligated to delete or erase Confidential Information contained in its archived or back-up storage systems, provided that such retained copies remain subject to the confidentiality obligations herein.

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS

7.1. Service Warranty

Systems X warrants that the Services will be professionally performed by qualified personnel, in accordance with industry standards. Customer’s sole and exclusive remedy for breach of this warranty will be for Systems X to promptly correct the defective Services at no cost or expense to Customer, which remedy shall apply and be available so long as Customer notifies Systems X in writing of any such breach within thirty (30) business days of when Systems X provided such Services. Systems X does not otherwise warrant, expressly or implicitly, the results, performance, or quality of the Services or any Work Product furnished under this Services Agreement or any Work Order, and Systems X has no obligation to provide any updates or upgrades for any Work Product.

7.2. Cooperation

Customer acknowledges that Systems X relies upon information (including data, records, specifications, descriptions, and documentation) provided by Customer. As a result, the accuracy and results of any Work Product and Services are dependent upon the timeliness, accuracy, and completeness of the information furnished to Systems X by Customer and Customer’s employees, agents, and contractors. Systems X’s obligations to provide the Services are expressly conditioned upon Customer’s cooperation and timely: (a) performance of tasks, responsibilities, and reviews under the Work Order (including any project plans developed thereunder); (b) provision of approvals and information (including data, records, specifications, descriptions, and documentation) under the Work Order; and (c) access to Customer’s personnel, resources, facilities, and systems reasonably required for Systems X to perform the Services, as well as Customer meeting any responsibilities outlined in this Services Agreement (collectively, “Customer Responsibilities”). Any delays resulting from Customer’s failure to satisfy or comply with the Customer Responsibilities may delay the provision of Services (including the Work Product) and incur additional Fees. Customer shall be responsible for the content of all material, information, data, records, specifications, descriptions, and documentation provided by Customer to Systems X (collectively, the “Customer Data”). Customer shall not provide to Systems X any material, information, data, records, specifications, descriptions, or documentation that infringes, misappropriates, or violates the intellectual property rights or privacy rights of any third party or is otherwise unlawful.

7.3. DISCLAIMERS

EXCEPT FOR ANY WARRANTIES EXPRESSLY CONTAINED IN THIS SERVICES AGREEMENT, ALL SERVICES AND WORK PRODUCT PROVIDED BY SYSTEMS X HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYSTEMS X SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SYSTEMS X DOES NOT WARRANT THAT THE SERVICES, WORK PRODUCT, AND ANY DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF ANY SERVICES, WORK PRODUCT, AND DELIVERABLES. SYSTEMS X SHALL NOT BE RESPONSIBLE FOR LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ALL OF SYSTEMS X’S WARRANTIES ARE SOLELY TO AND FOR THE BENEFIT OF THE CUSTOMER AND FOR NO OTHER ENTITY OR THIRD PARTY.

8. MUTUAL INDEMNIFICATION

8.1. Indemnification by Systems X

Systems X shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and contractors from and against any third-party claims, demands, suits, or proceedings (“Claims”) arising out of or relating to:

(A) personal injury (including death) or damage to tangible personal property (excluding Customer Data) caused by the negligent acts, errors, or omissions of Systems X or its employees, agents, or subcontractors; or

(B) any Work Product that infringes a copyright, a U.S. patent issued as of the date of the applicable Work Order, or a third-party trademark.

Systems X shall pay all costs, reasonable attorneys’ fees, and damages finally awarded against Customer by a court of competent jurisdiction as a result of such Claim, provided that Customer: (1) promptly provides written notice of the Claim to Systems X; (2) grants Systems X sole control of the defense and settlement of the Claim (provided that Systems X may not settle any Claim or enter into any order or stipulated judgment that binds Customer unless it unconditionally releases Customer from all liability); and (3) provides Systems X, at Systems X’s expense, with all reasonable assistance in the defense and settlement of such Claim.

If (a) Customer is enjoined from using the Work Product, or (b) Systems X reasonably determines that the Work Product may become the subject of an infringement Claim, Systems X shall, at its sole discretion and expense: (1) obtain for Customer the right to continue using the affected Work Product; (2) replace or modify the affected Work Product so that it becomes non-infringing while maintaining materially equivalent functionality; or, if neither option is commercially feasible, (3) request that Customer cease using the affected Work Product, in which case Systems X’s sole liability and Customer’s exclusive remedy shall be a refund of the Fees paid by Customer for the affected Services and Work Product.

Systems X’s indemnification obligations under this Section shall not apply to any Claim arising out of or resulting from: (1) any design specifications, requirements, documentation, materials, instructions, or directions provided by Customer; (2) any modification of the Work Product or Services by any party other than Systems X, to the extent the alleged infringement results from such modification; (3) any combination of the Work Product or Services with other products, services, or processes not provided or authorized in writing by Systems X, to the extent the alleged infringement results from such combination; (4) any unauthorized use of the Work Product or Services; (5) any third-party deliverables or components not provided by Systems X that are included within the Work Product or Services; or (6) Systems X’s use of Customer Data in accordance with this Services Agreement.

THIS SECTION 8.1 SETS FORTH SYSTEMS X’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

8.2. Indemnification by Customer

Customer shall defend and hold Systems X, its officers, directors, employees, and contractors harmless from any claims against Systems X alleging that any Customer Data infringes the rights of, or has caused harm to, a third party, or violates any Law, and shall pay all costs and damages finally awarded against Systems X by a court of competent jurisdiction as a result of any such claim; provided, however, that Systems X: (a) promptly gives written notice of the claim to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle any claim or enter into any order or stipulated judgment that purports to bind Systems X unless it unconditionally releases Systems X of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance.

9. LIMITATION OF LIABILITY

9.1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO: (A) A PARTY’S INDEMNIFICATION OBLIGATIONS; (B) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (C) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS SERVICES AGREEMENT, IN NO EVENT SHALL (I) EITHER PARTY OR ITS SUPPLIERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, OR FOR ANY LOSS OF BUSINESS, REVENUE, ANTICIPATED SAVINGS, PROFITS, USE, AND/OR LOSS OR CORRUPTION OF ANY DATA AND/OR COST OF DATA RECONSTRUCTION OR PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS, SERVICES, INVENTORY OR EQUIPMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR UNDER ANY OTHER THEORY OF LIABILITY, FOR ANY CLAIM ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICES AGREEMENT, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES; AND (II) EITHER PARTY’S ENTIRE AND MAXIMUM LIABILITY FOR ALL CLAIMS IN ANY MANNER RELATED TO THESE SERVICES TERMS AND/OR THE APPLICABLE WORK ORDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE, THE TOTAL FEES ACTUALLY PAID TO SYSTEMS X BY CUSTOMER UNDER THE WORK ORDER WHICH GAVE RISE TO THE CLAIM FOR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE FOR ALL CLAIMS IN ANY MATTER RELATED TO THIS SERVICES AGREEMENT AND IS NOT PER INCIDENT.

9.2. Commencement of Actions; Mitigation of Damages.

No Party may commence any action under these Services Terms or a Work Order more than one (1) year after the breach or event giving rise to the claim for damages or indemnification. The claiming Party shall use commercially reasonable efforts to mitigate and avoid any damages.

10. TERM; TERMINATION

10.1. Work Orders

Unless otherwise provided in a Work Order, the term of each Work Order shall expire on the earlier of (a) the date of expiration of such Work Order or cessation of such Services, as specified therein; or (b) Systems X’s completion of the Services described therein (the “Term”).

10.2. Applicability of these Services Terms

These Services Terms commence as of the date Customer accepts them and shall remain in effect and apply to each Work Order executed by the Parties until all Work Orders have expired or been terminated hereunder.

10.3. Termination

(A) Either Party may terminate any Work Order or, at the terminating Party’s election, this entire Services Agreement:

(1) upon thirty (30) days’ prior written notice to the other Party of a material breach, if such breach remains uncured at the expiration of such notice period; or
(2) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

If this Services Agreement is terminated, all Work Orders issued hereunder shall automatically terminate as of the effective date of termination. Notwithstanding anything to the contrary in this Services Agreement, if any undisputed amounts owed by Customer (except for those subject to a Billing Dispute under Section 4.6) are not paid when due in accordance with Section 4.5, Customer shall be in material breach of this Services Agreement. In such an event, and in addition to any other rights or remedies available at law or in equity, Systems X may terminate this Services Agreement and cease providing all Services immediately upon written notice to Customer.

(B) If Customer terminates this Services Agreement or any Work Order before the end of the applicable Term due to Systems X’s uncured material breach, Customer shall be entitled to a refund of any prepaid fees for Services not performed as of the effective date of termination.

If, before the expiration of the Term, (1) Customer terminates this Services Agreement or any Work Order for any reason other than Systems X’s uncured breach, or (2) Systems X terminates this Services Agreement or any Work Order due to Customer’s uncured breach (each a “Customer Early Termination”), and Customer has not already paid in advance the full amount of all fees due under the applicable Work Order(s), Customer shall pay Systems X an early termination charge equal to all fees (including applicable Taxes) that would have been due through the end of the Term (the “Early Termination Fee”).

The Parties agree that the actual damages resulting from a Customer Early Termination would be difficult to ascertain, and that the Early Termination Fee constitutes a reasonable estimate of such damages, not a penalty. The Early Termination Fee shall be due and payable within ten (10) days after the effective date of termination, and any prepaid fees shall be credited toward the Early Termination Fee.

11. MODIFICATIONS AND AMENDMENTS TO SERVICES TERMS

11.1. Modifications and Amendments.

Systems X may, at any time and in its sole discretion, amend these Services Terms if any such amendment(s) do not materially and adversely affect the quality of Services provided by Systems X to Customer or change the rates quoted in any Work Order. The revised Services Terms will become effective as to Customer on the earlier of (a) the first day after Customer and Systems X sign a new Work Order that incorporates the revised version of the Services Terms by reference; or (b) thirty (30) days following Systems X’s written notice to Customer that a revised version of the Services Terms has been posted at https://www.systems-x.com/en-us/psa.

11.2. Customer’s Rights.

If Customer’s compliance with the revised or amended version of the Services Terms would materially or adversely affect Customer’s use of the Services or any Work Product provided under a Work Order, and Customer provides written notice of its objection no later than ten (10) business days after the date the revised Services Terms would otherwise become effective as to Customer, Systems X will not enforce the revision(s) for thirty (30) days after such date, and Customer will continue to be subject to the prior version. During that thirty (30) day period, Customer may elect to terminate the applicable Work Order on these grounds by giving written notice to Systems X, which must be received within the same thirty (30) day period, or the termination right is waived. Systems X will not charge an Early Termination Fee for a termination on these grounds. If Customer does not elect to terminate during the thirty (30) day period, the revised Services Terms will become effective as to Customer and apply to the Work Order (and all other Work Orders) at the end of that period. If Customer elects to terminate in accordance with this Section 11.2, Systems X may, in its sole discretion, waive application of the revised Services Terms to Customer for the remainder of the Term of the applicable Work Order.

12. GENERAL PROVISIONS

12.1. Export Compliance

The Services and other technology that Systems X makes available, and derivatives thereof, may be subject to the export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use any of the Services in a U.S. embargoed country or violate any U.S. export law or regulation.

12.2. Employee Solicitation

While this Services Agreement is in effect and for two (2) years thereafter, Customer shall not, directly or indirectly, solicit for employment or engage (whether as an employee, independent contractor, or consultant) any Systems X employee or subcontractor who was directly involved in providing the Services. An employee’s or subcontractor’s response to a general, non-targeted advertisement for employment shall not be deemed a solicitation under this Services Agreement.

12.3. Survival

All provisions survive termination or expiration of this Services Agreement except those requiring performance only during the term of this Services Agreement and work order, as applicable.

12.4. No Third-Party Beneficiaries

This Services Agreement does not create any right enforceable by any person or entity that is not a party hereto.

12.5. Entire Agreement; Order of Precedence

This Services Agreement is the entire agreement between Customer and Systems X regarding the Services. It supersedes and merges all prior and contemporaneous, written or oral, agreements, understandings, proposals, marketing materials, and representations concerning its subject matter and the Services. There are no representations, understandings, or agreements that are not fully expressed. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Services Agreement will be effective unless in writing and signed by the Party against whom the modification, amendment, or waiver is asserted. The Parties agree that any term or condition stated in Customer’s purchase order or any other Customer order documentation (excluding a Work Order) is void. Headings contained in this Services Agreement are inserted for convenience of reference only and shall not in any way define or affect the meaning or interpretation of any provision of this Services Agreement. Terms for which meanings are described in this Services Agreement shall apply equally to the singular and plural forms of the terms defined. Unless otherwise indicated, the word “including” shall mean “including, without limitation” or words of similar effect. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) these Services Terms; and (b) the applicable Work Order (unless and to the extent expressly stated therein that a specified term therein shall take priority over an analogous or conflicting term in these Services Terms).

12.6. Assignment

Neither Party may assign any of its rights or obligations hereunder, whether by operation of Law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Services Agreement in its entirety (together with all Work Orders), without the other Party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by all the terms of this Services Agreement (including all Work Orders) and, in the case of an assignment by Customer, all past due Fees (except for any disputed Fees then subject to a Billing Dispute under Section 4.6) are paid in full. Notwithstanding the foregoing, if a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other Party, then such other Party may terminate this Services Agreement upon written notice. In the event of such termination, Systems X will refund to Customer any prepaid Fees for the Services allocable to the remainder of the Term for the period after the effective date of such termination. Subject to the foregoing, this Services Agreement will bind and inure to the Parties’ benefit, their respective successors, and permitted assigns.

12.7. Relationship of the Parties

The Parties are independent contractors. This Services Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries under this Services Agreement.

12.8. Force Majeure

Neither Party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such Party’s employees or contractors), and service disruptions affecting hardware, software, or power systems not within such Party’s possession or reasonable control, and denial-of-service attacks.

12.9. Waiver

No failure or delay by either Party in exercising any right under this Services Agreement will constitute a waiver of that right or any other right. Any waiver of any right or remedy under this Services Agreement must be in writing and signed by each Party. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion. Except as otherwise expressly stated in this Services Agreement, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at Law or in equity.

12.10. Governing Law; Venue

This Services Agreement and any claim, controversy, right, obligation, or dispute arising under or related to this Services Agreement (including any Work Order), the relationship of the Parties, and the interpretation and enforcement of the rights, performance obligations, and duties of the Parties shall be governed by and construed in accordance with the Laws of the State of Michigan, USA, without regard to conflicts-of-laws principles. The Parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Services Agreement. The Parties irrevocably consent to the state courts’ exclusive jurisdiction and venue in Macomb County, Michigan, or federal courts in the Eastern District of Michigan, U.S. The Parties waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Services Agreement.

12.11. Notice

Unless otherwise provided in this Services Agreement, all notices (except for routine business communications, e.g., scheduling of meetings or calls; requests for information; status reports, etc.) shall be in writing and sent via certified or registered mail, return receipt requested, or by overnight courier service. Notices to Systems X shall be addressed to the Director of Client Services, with a copy to the Legal Department, and sent to Systems X Corporation, 50801 East Russell Schmidt Blvd., Chesterfield, Michigan 48051. Except as otherwise specified in a work order, notices to Customer shall be addressed to Customer’s signatory to the work order and sent to Customer’s principal place of business. Either Party may update its notice address or contact information by written notice in accordance with this Section.

12.12. Severability

If any provision of this Services Agreement is held by a court of competent jurisdiction to be contrary to Law, that provision will be deemed null and void, and the remaining provisions will remain in full force and effect.

12.13. Subcontractors

Systems X may use the Services of subcontractors for the performance or provision of any Services or Work Product under any work order, provided that Systems X remains responsible for the (a) compliance by any such subcontractor with the terms of this Services Agreement; and (b) the overall performance of the Services.

12.14. Data Protection and Security

Systems X will implement and maintain appropriate technical and organizational security measures consistent with industry standards (e.g., ISO 27001/27002, NIST CSF) to protect Customer Data processed in connection with the Services.

Systems X will notify Customer, without undue delay but no later than forty-eight (48) hours after discovery, of any unauthorized access, use, or disclosure of Customer Data. Customer’s use of the Services remains subject to Customer’s responsibility to maintain its own security measures.

Where expressly specified in a Work Order, Customer authorizes Systems X to conduct vulnerability assessments or penetration testing of in-scope systems, subject to mutually agreed rules of engagement.

The Parties will comply with applicable data protection Laws (e.g., GDPR, CCPA) to the extent appropriate to the Customer Data processed under the Services.

12.15. Access to Customer Systems

Customer will provision least-privilege accounts for Systems X personnel and may revoke such access at any time.

Systems X will comply with reasonable site and system access policies provided in advance.

Remote access tools will be mutually agreed upon and will remain subject to this Services Agreement’s confidentiality and security requirements.

12.16. Counterparts; Electronic Signatures

Any Work Order may be executed and delivered in counterparts by facsimile, emailed PDF, or electronic signature through a service provider designated by Systems X, each of which will be deemed an original and all of which together will constitute the same instrument and, notwithstanding the date of execution, shall be considered to be effective as of the effective date (unless such document expressly provides otherwise).

FtPSA