RECITALS
WHEREAS, Code Right Inc. is engaged in the business of Consulting and/or Training Services,
WHEREAS, Client desires to retain Code Right Inc. for Consulting and/or Training Services set forth herein,
NOW THEREFORE, Code Right Inc. and Client agree as follows:

1. Scope of Services. Code Right Inc. shall create and deliver Consulting and/or Training Services (the “Services”) for Client in accordance with the specifications set forth in "Exhibit A" (the "Statement of Work"). The Services and other terms and conditions described in any Statement of Work may be modified at any time during the Term upon the mutual agreement of both parties by utilizing the form set forth in “Exhibit “B” (the "Change Request"). Statements of Work shall not modify any of the terms and conditions in this Agreement, and in the event of any conflict between a Statement of Work and any of the terms and conditions of this Agreement, this Agreement shall control. Code Right Inc. shall have the final and sole responsibility for personnel project staffing. If specific Code Right Inc. personnel cease to perform due to illness, resignation or any other reason, Code Right Inc. shall use good faith efforts to promptly provide a substantially equivalent replacement. If Client requests in writing the replacement of Code Right Inc. personnel, then completion date(s) for project milestones, if any, in the relevant Statement of Work, shall be extended by the amount of time required to (i) replace the consultant; and (ii) acclimate the replacement to the Consulting and/or Training Services to be performed, as reasonably determined by Code Right Inc.. Code Right Inc. and Client agree to hold a quarterly meeting to review current and ongoing projects and services. The intent of this quarterly review is to maintain control of the overall project, its status/deliverables, the project budget and to plan/review the next quarter.

2. Price and Payment Terms. Client will pay Code Right Inc. for the Consulting and/or Training Services according to the terms and time frames for completion set forth in "Exhibit A".

3. Term and Termination. Unless terminated as provided herein, this Agreement will extend to and terminate upon completion of the Consulting and/or Training Services. Client may terminate this Agreement without cause upon thirty (30) days written notice. In the event of termination without cause, Client agrees to pay Code Right Inc. for all Consulting and/or Training Services performed up to the date of termination. Either party may terminate this agreement for material breach, provided, however, that the terminating party has given the other party at least fourteen (14) days written notice of and the opportunity to cure the breach. Termination for breach will not preclude the terminating party from exercising any other remedies for breach.

4. Ownership of Intellectual Property. To the extent that Code Right Inc. has received payment of compensation as provided in this Agreement, Code Right Inc. hereby assigns to Client all right, title, and interest in any intellectual property and source code created or developed by Code Right Inc. for Client under this agreement. Nothing herein shall preclude Code Right Inc. from developing, using, selling or marketing services or materials that are similar or related to such Work Product.

5. Confidential Information.
A. All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Code Right Inc. and will not be disclosed or used by Code Right Inc. except to the extent that such disclosure or use is reasonably necessary to the performance of the Consulting and/or Training Services.
B. All information relating to Code Right Inc. that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Agreement.
C. These obligations of confidentiality will extend for a period of (1) year after the termination of this agreement but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.

6. Warranty and Disclaimer. Code Right Inc. warrants that the Consulting and/or Training Services will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards.
This warranty expressly excludes:

• Any third-party software, hardware, or services, including but not limited to Microsoft products, platforms, and related components.
  Any defects or issues arising from the use or integration of third-party products or services, unless such defects are directly caused by modifications or configurations made by Code Right Inc. under this Agreement.​

  Any issues caused by Client’s failure to follow recommended practices, instructions, or any misuse or unauthorized alterations of the delivered services.

THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.

7. Limitation of Remedies. Client's sole and exclusive remedy for any claim against Code Right Inc. with respect to the quality of the Consulting and/or Training Services will be the correction by Code Right Inc. of any material defects or deficiencies therein, of which Client notifies Code Right Inc. in writing within ninety (90) days after the completion of that portion of the Consulting and/or Training Services. In the absence of any such notice, the Consulting and/or Training Services will be deemed satisfactory to and accepted by Client.

8. Limitation of Liability. While Code Right Inc. will make every reasonable attempt to produce quality work product, in no event will Code Right Inc. be liable for any loss of profit or revenue by Client, or for any other incidental, indirect, special, consequential, or punitive damages including, but not limited to, lost profits or revenue, loss of data, or business interruption, incurred or suffered by Client arising as a result of or related to the Consulting and/or Training Services, whether in an action of contract, tort or otherwise, even if Code Right has advised of the possibility of such loss or damages. Client further agrees that the total liability of the Code Right Inc. for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of Code Right Inc., whether in contract, tort or otherwise, will not exceed an amount equal to the amount actually paid by Client to Code Right Inc. for the Consulting and/or Training Services during the twelve (12) month period preceding the date the claim arises. Client will indemnify and hold Code Right Inc. harmless against any claims by third parties, including all costs, expenses and attorneys' fees incurred by Code Right Inc. therein, arising out of or in conjunction with Client's performance under or breach of this Agreement. Client warrants and represents that it is the rightful owner or licensee of all content that it may provide to Code Right Inc. for implementation on the web site. Client will indemnify and hold Code Right Inc. harmless against any claims for infringement of intellectual property, including but not limited to infringement of any copyright, trademark, patent or trade secret made against Code Right Inc. by any third party.

9. Relation of Parties. The performance by Code Right Inc. of its duties and obligations under this Agreement will be that of an independent contractor, and nothing herein will create or imply an agency relationship between Code Right Inc. and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

10. Employee Solicitation/Hiring. During the period of this agreement and for twelve (12) months thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms "former employee" and "former subcontractor" will include only those employees or subcontractors of either party who were employed or utilized by that party on the Effective Date of this Agreement.

11. Use of Subcontractors. The Client acknowledges and agrees that Code Right Inc. may perform the work outlined in this contract either directly or through its approved subcontractors. Code Right Inc. reserves the right to engage subcontractors to perform any part of the services required under this agreement, provided that such subcontractors are suitably qualified and capable of fulfilling the contract requirements. Code Right Inc. will remain fully responsible for the performance of the subcontractors and for ensuring that all subcontracted work complies with the terms and conditions of this contract. Any subcontractors engaged by Code Right Inc. will be subject to the same confidentiality and data protection obligations as Code Right Inc., and Code Right Inc. will ensure that all subcontractors adhere to the contractual terms.

12. Non-assignment. Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

13. Arbitration. The parties shall use their best efforts to cooperatively and through good faith negotiations resolve disputes and problems that arise in connection with this Agreement. Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Massachusetts. The arbitration will be held in Massachusetts. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

14. Attorneys' Fees. If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.

15. Severability. If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

16. Force Majeure. Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.

17. No Waiver. The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

18. Entire Agreement. This Agreement together with any attachments referred to herein constitute the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications, either oral or written, relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein. No modification or amendment hereto, nor any waiver of any rights herein, shall be effective unless assented to in writing by both parties
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