The following are the Terms and Conditions in effect as part of all work agreements with SagePresence.

1. Intellectual Property. Sage is, and shall remain, the sole and exclusive owner of all right, title and interest in and to the training materials and methodology, documents, data, know-how, methodologies, software and other materials, including Sage Confidential Information, provided by or used by Sage in connection with performing the services, whether or not developed or acquired by the Sage prior to the commencement of this Agreement, including all Intellectual Property Rights therein (collectively, “Sage Materials”). Subject to Client’s payment of all applicable fees and the relevant Statement(s) of Work, Sage hereby grants Client a limited, revocable, non-transferable, non-sublicenseable, non-exclusive, worldwide license to use Sage Materials for internal, non-commercial purposes during the Agreement, unless otherwise agreed upon in writing between the Parties. All other rights in and to Sage Materials are expressly reserved by Sage. Client may not display, reproduce, transmit, modify, creative derivative works, sell, or otherwise exploit Sage Materials, or circumvent or attempt to circumvent any security  measures used by Sage. Client acknowledges and agrees that Sage owns Sage Materials and Client will not interfere with, contest, or challenge, directly or indirectly, Sage’s right, title and interest in and to the Sage Materials or any use or registration thereof. Notwithstanding anything to the contrary, Client may from time to time provide suggestions, comments or other feedback (“Feedback”) to the Sage regarding Sage Materials. Client agrees that all Feedback is the exclusive property of Sage. To the extent Client owns any rights in the Feedback, Client agrees to assign and hereby does assign to Sage all right, title and interest in and to the Feedback.

Client is, and shall remain, the sole and exclusive owner of all right, title and interest in and to any documents, data, know-how, methodologies, software and other materials provided to Sage by Client, including all Intellectual Property Rights therein (collectively, “Client Materials”). Sage shall have no right or license to use any Client Materials except solely during the Agreement to the extent necessary to provide the Services to Client. All other rights in and to the Client Materials are expressly reserved by Client.

2. Confidentiality. From time to time during, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, products/services, training materials and methodology, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, including the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party before being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential  Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. On the expiration or termination of the Agreement, or at the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its Representatives to prevent the breach or threatened breach of this Section and to secure its enforcement.

3. Relationship. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. Client is responsible for its employees, contractors, and other agents. Nothing in this Agreement limits or restricts Sage’s right to provide the same or similar services to any third party.

4. Termination. Either Party, in its sole discretion, may terminate this Agreement, in whole or in part, at any time without cause, by providing at least sixty (60) days’ prior written notice to the other Party, provided that, if Client terminates this Agreement, Client may owe Sage certain rescheduling and/or cancellation fees as outlined herein.

5. Assignment. Neither Party shall assign, transfer or delegate (through assignment, merger, change of control, operation of law, or otherwise) any or all of its rights or obligations under this Agreement, without the prior written consent of the other Party. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

6. Entire Agreement. This Agreement, together with all attachments, schedules, exhibits and Statements of Work and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to this Agreement’s subject matter, and supersedes all prior understandings and agreements, written and oral. Agreement headings are for reference only and shall not affect the Agreement’s interpretation.

This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party. No waiver by either Party of any provisions shall be effective unless set forth in writing and signed by the Party waiving. No failure to exercise, or delay in exercising, any rights under this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial  exercise of any right preclude any exercise thereof or the exercise of any other right.

7. Disclaimer; Limitation of Liability. Sage hereby disclaims all warranties, either express, implied, statutory, or otherwise under this Agreement, including warranties of merchantability, and fitness for a particular purpose, title, and non-infringement. In no event will Sage be liable to Client or to any third party for any loss of use, revenue or profit or loss of data or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not Sage has been advised of the possibility of such damages. Notwithstanding the foregoing, in no event will Sage’s liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the aggregate amounts paid or payable to Sage pursuant to this Agreement in the twelve months period preceding the event giving rise to the claim.

8. Dispute Resolution. Notwithstanding anything to the contrary, the Parties will negotiate in good faith for at least thirty (30) days in the event of a dispute. If the Parties do not resolve the dispute through good faith negotiations, the Parties agree to engage in mediation. If the Parties do not resolve the dispute through mediation, the Parties may engage in litigation.

9. Remedies. Each Party acknowledges that a breach by a Party of Confidentiality or Intellectual Property sections may cause the non-breaching Party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or  threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

10. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Any legal suit, action or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Minnesota, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

11. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control.