These Terms & Conditions comprise a MASTER AGREEMENT (“Agreement”) between SDG CORPORATION,” a Connecticut corporation, with a principal address of 75 N WATER STREET, NORWALK, CT, 06854, United States (“SDG”), and our client as named in a Sales Order, Statement of Work, or other contractual agreement (“Client”). Each is a “Party” or collectively, the “Parties”. This Agreement governs the purchase of Products and Services by Client from SDG and takes effect on the date an Order has been signed.

1. Definitions. 1.1 Certain Defined Terms. For purposes of this Agreement:

“Client’s Confidential Information” means Client Technology and information which relates to Client’s research, development, systems, employees, customers, or business that Client designates in writing to SDG as confidential.

“Client Technology” means Client’s network, routers, switches, computers, communication lines and other equipment, hardware, software or data used in Client’s business.

“Confidential Information” when used without a modifier shall mean each applicable party’s Confidential Information as separately defined above.

“Copyright Materials” means all works of authorship recorded or copied on the Deliverables, or otherwise provided to Client by SDG, and which may include all architectural design documents, plans, blueprints, manuals, diagrams, activity reports, security assessments, and other written materials.

“Deliverables” means the tangible media on which Copyright Materials or Trade Secret Materials, either or both, may be delivered to Client under this Agreement.

“Products” means any hardware, software, documentation, accessories, cabling, material, supplies, parts, and other goods, and any related Product Maintenance, that SDG sells or resells to Client, except any Product Maintenance specifically included in any Services.

“Product Maintenance” means any maintenance and support of any hardware, software, documentation, accessories, cabling, material, supplies, parts, or other goods that are performed by a third party (e.g., Cisco SMARTnet, Cisco Software Application Services).

“Purchase Order” means a purchase order from Client to SDG delivered in connection with an Order or a SOW.

“SDG’s Confidential Information” means: (i) this Agreement and any Orders and SOWs; (ii) Trade Secret Materials and SDG Resources; (iii) other information which relates to SDG’s business (including methods, processes or techniques utilized in SDG Resources); and (iv) other non-public information, including sales quotes, business plans, clients, technology, or financials that SDG provides to Client as confidential.

“SDG Materials” means all Copyright Materials and all Trade Secret Materials.

“SDG Resources” means all software, documentation, information, and materials used by SDG, or by SDG’s contractors on behalf of SDG, in SDG’s performance under this Agreement.

“Services” means specific consulting, network management, telecommunications expense management, or business process outsourcing services, or other related services, requested by Client from time to time that are set forth in a particular SOW, and Supplemental Services performed by SDG on an as needed or emergency basis.

“Statement of Work” or “SOW” means a statement of work, (and any appendices, attachments and exhibits thereto) that defines the scope of work and/or services to be performed by SDG under this Agreement.

“Trade Secret Materials” means all non-public information, whether or not recorded or copied on Deliverables, which is provided to Client under this Agreement, and which may include patent applications, trade secrets, technical and non-technical data, business methods and models, drawings, processes, formulas, ideas, concepts, know-how, techniques, sketches, models, inventions, processes, algorithms, formulas, and including information regarding experiments, developments, designs and specifications.

1.2 Other Defined Terms. If a capitalized term used in this Agreement is not defined in Section 1.1 above, then that term shall have the definition ascribed to that term elsewhere in this Agreement.

2. Orders.

Client shall place an order for Products or Services (each, an “Order”) by: (i) with respect to Products, submitting the Order to SDG on Client’s standard Purchase Order form, an alternate order form approved by SDG, or electronic means acceptable to SDG; or (ii) with respect to Services, executing and delivering to SDG a SOW. Client’s Order shall be deemed to incorporate these terms and conditions within the Order to this Agreement. Orders for Products shall identify the Products, unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. All Orders are subject to acceptance by SDG, which acceptance may be evidenced by: (a) with respect to Products, either a written confirmation of SDG acceptance sent by electronic mail, , or other electronic means, or by shipment of the Products; or (b) with respect to Services, by the execution and delivery of the SOW by SDG. Except as provided in Section 13.2.2 below, no Orders for Products may be terminated, cancelled, or rescheduled without SDG’s consent. If Client asks SDG to cancel or reschedule a Product Order less than ten (10) days before the original scheduled shipping date, and SDG consents to such cancellation or reschedule, then such Order shall be subject to a charge of fifteen percent (15%) of the total invoice amount relating to the affected Products. SDG reserves the right to allocate sales of Products and Services among its customers in its sole discretion.

3. Products. 3.1 Delivery Product will be delivered electronically.

3.2 Acceptance and Returns. All sales are final.

3.4 Export Control. The sale, resale or other disposition of Products and any related technology or documentation are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Client agrees to comply with all such laws, regulations and orders and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Client acknowledges its responsibility to obtain any license to export, re-export or import as may be required.

3.5 Intellectual Property. If a Product Order includes software or other intellectual property, such software or other intellectual property is provided by SDG to Client subject to any applicable copyright(s) and user license(s), the terms and conditions of which may be set forth in a license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.

4. Services. 4.1 SOWs. The Services provided by SDG to Client under this Agreement, and any additional terms and conditions for such Services, shall be contained in SOWs. SOWs may include: (i) a description of the Services and the Deliverables to be provided by SDG; (ii) the timeframe for the Services and compensation to be paid to SDG; (iii) any additional terms and conditions for the Services; and (iv) each party’s responsibilities. Each SOW must be signed by a duly authorized representative of Client (provision of SOW to Client by SDG implicitly provides SDG approval). Unless otherwise provided in a SOW, SDG shall be compensated for Services on an hourly basis under SDG’s standard hourly rates. Fees related to certain Services in a SOW may be variable or may be adjusted if certain Services assumptions, including project timeframes or scope of Services, increase, change or are incorrect. Notwithstanding the foregoing, any changes to a SOW shall be made in writing signed by duly authorized representatives of both parties. Each SOW shall be attached to, incorporated into, and governed by this Agreement by reference.

4.2 Personnel. SDG and Client shall each designate a project representative. All SDG and Client personnel assigned to participate on their behalf shall be knowledgeable in their assigned areas of responsibility. Unless otherwise provided in a SOW, each party has the right to determine the assignment and re-assignment of its personnel. SDG’s obligations under this Agreement may be performed by divisions, subsidiaries, or affiliates of SDG. SDG also may engage services of independent contractors or subcontractors selected by SDG to assist SDG in the performance of its duties hereunder.

4.3 Supplemental Services. SDG, in its sole discretion, may also provide Client with certain limited services needed by Client on an as-needed or emergency basis where such services are not included within the scope of the Services as described in the applicable SOW (the “Supplemental Services”). SDG shall notify Client of the fees for any Supplemental Services requested by Client and obtain Client’s approval prior to providing such Supplemental Services. If SDG reasonably determines that the Supplemental Services are required on an emergency basis, SDG may provide such Supplemental Services without the consent of Client and thereafter provide notice of the Supplemental Services to Client; and Client shall pay for such Supplemental Services under SDG’s standard hourly rates.

4.4 Ownership and License.

4.4.1 Ownership. All rights and title to any Deliverables shall belong to Client when delivered to and fully paid for by Client. All rights and title to SDG Materials shall belong to SDG, subject to the license expressly granted in this Agreement. All rights and title to SDG Resources shall belong to SDG, without any license with respect thereto Client or any third party. All rights not expressly granted by SDG hereunder are reserved by SDG.

4.4.2 License. Subject to Client’s performance under this Agreement, including without limitation the timely payment of all amounts owed to SDG, SDG hereby grants to Client a nonexclusive, nontransferable, limited license (without the right to grant sublicenses), to use, execute, copy and create derivative works of the Copyright Materials, and to use the Trade Secret Materials: (i) solely for Client’s internal business purposes, unrelated to the design, development, manufacture or marketing of goods or services competitive with those of SDG; (ii) not for the benefit of, or access by, any third party other than Client’s contractors who are subject to written confidentiality agreements consistent with this Agreement and who act solely for the benefit of Client and not any third party; and (iii) subject to all other provisions of this Agreement, including Section 6.

4.5 Client Obligations. In connection with the Services provided under each SOW, Client shall, at all times and diligently and in good faith, comply with SDG’s reasonable requests to furnish SDG or perform, at Client’s expense: (i) all technical matter, data, information and operating supplies, together with knowledgeable personnel, as reasonably determined by SDG to be necessary for the performance of the SOW; (ii) access to Client Technology, and Client personnel; and (iii) any other specific obligations of the Client set forth on a SOW.

5. Payment Terms. 5.1 Prices. Prices shall be as specified by SDG and shall be applicable for the period specified in the SDG sales quote or the SOW (as applicable). If no period is specified, prices shall be applicable for thirty (30) days. Notwithstanding the foregoing, prices shall be subject to increase in the event of an increase in SDG’s costs or other circumstances beyond SDG’s reasonable control. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value added and similar taxes or charges imposed by any government authority; domestic and international shipping charges; forwarding agent’s and broker’s fees; consular fees; document fees; and import duties. If SDG shall be liable for or shall pay any of the foregoing (with the exception of any SDG income or employee taxes), same shall be paid by Client to SDG in addition to the price of the Products and Services.

5.2 Expenses. Client shall reimburse SDG any and all reasonable expenses incurred by SDG in connection with the performance of the Services, including travel expenses, lodging, meals, parking fees, copying charges, delivery charges, postage, telephone charges and other related expenses.

5.3 Due Date; Late Payments. Amounts due for each Product (other than Product Maintenance) may be invoiced by SDG upon delivery as such, an order for multiple Products may result in multiple invoices. Amounts due for Product Maintenance may be invoiced by SDG upon SDG’s receipt of the applicable third party invoice for such Product Maintenance. Amounts due for Services may be invoiced by SDG monthly or as otherwise expressly provided in the SOW. Client agrees to pay the net amount of each invoice without offset or deduction within 30 days after the date of SDG’s invoice (unless otherwise noted on the invoice). If any amount is not paid upon the due date, SDG shall be entitled to receive the amount due plus interest thereon at the rate of 1.5% per month (or such lower rate as shall be the highest permissible contract rate under applicable law) on all amounts that are not paid on or before the date due.

5.4 Credit Approval; Application of Payment. All SOWs and Orders are subject to credit approval by SDG. Client agrees to submit such financial information from time to time as may be reasonably requested by SDG for the establishment and/or continuation of credit terms. Any payment received from Client may be applied by SDG against any obligation owing from Client to SDG.

5.5 Security Interest. Client hereby grants to SDG a security interest in each and every Product purchased hereunder, together with any proceeds thereof. Client hereby irrevocably appoints SDG and/or its designee as its attorney-in-fact to execute and file any financing statements or other applicable documents that are necessary to perfect SDG’s security interest. SDG shall have all rights and remedies for breach provided under applicable law with respect to each security interest. As to each Product, SDG’s security interest shall terminate when SDG has received all amounts due to SDG for that Product.

5.6 Leasing Option. SDG may from time to time, in its sole discretion, offer Client with the option of leasing Products or Services through a third party instead of directly purchasing them from SDG. The Client must provide SDG with notice and the identity of the lessor before SDG accepts the applicable Order. The exercise of this option is subject to acceptance by SDG on terms and conditions established by SDG in its sole discretion, which shall include: (i) prior to shipment of the Products or commencement of the Services, Client must provide SDG with the lessor’s purchase order; and (ii) no later than five (5) days after the delivery of all of subject Products or commencement of the subject Services, Client must provide SDG and the lessor with a signed “Certificate of Acceptance” or other similar document used to confirm the lease arrangement for the applicable Products and/or Services. Client shall be solely responsible for the lease transaction, and shall remain liable for all of its payment obligations and other obligations hereunder notwithstanding such lease.

6. Intellectual Property; Confidentiality.

6.1 Intellectual Property Rights. Each party (the “Receiving Party”) acknowledges the claim of the other party (the “Disclosing Party”) that the Disclosing Party’s Confidential Information constitutes valuable trade secrets of the Disclosing Party. The Receiving Party shall give immediate written notice to the Disclosing Party of any claim of infringement of which it becomes aware with respect to any of the Disclosing Party’s Confidential Information. The Receiving Party agrees not to use, copy, modify, transfer, download, merge, or make any translation or derivative work of the Disclosing Party’s Confidential Information except as expressly provided in this Agreement. In no event shall the Receiving Party: (i) cause or permit the disassembly, reverse compilation or other decoding of any software in the Disclosing Party’s Confidential Information; or (ii) remove or destroy any copyright notices, other proprietary markings or confidentiality legends placed upon or contained within the Disclosing Party’s Confidential Information and shall further copy the same on all copies. The Receiving Party further agrees not to impair or infringe the Disclosing Party’s Confidential Information and shall maintain the same free of all liens, taking all reasonable steps to confirm proper ownership of and title in the Disclosing Party’s Confidential Information.

6.2 Confidentiality. The Receiving Party agrees to hold the Disclosing Party’s Confidential Information in strictest confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise disclose such information to third parties or to use such information for any purpose whatsoever, except to perform the Receiving Party’s obligations under this Agreement, and to advise the Receiving Party’s employees, agents, independent contractors and representatives of their obligations to keep such information confidential. The Receiving Party shall take reasonable precautions to protect the confidentiality of such information, at least as stringent as the Receiving Party takes to protect its own Confidential Information. Confidential Information of the Disclosing Party shall not include information that: (i) at the time of its disclosure, or thereafter, becomes publicly known (through means other than a party’s breach of this Agreement); (ii) was known to the Receiving Party as of the time of its disclosure without any obligation of confidentiality; (iii) is independently developed by the Receiving Party; or (iv) is subsequently learned from a third party not under a confidentiality obligation to the Disclosing Party or any other party. This Agreement does not transfer to the Receiving Party any title to or ownership rights in the Disclosing Party’s Confidential Information. Upon termination of this Agreement, the Receiving Party shall promptly return or delete any Confidential Information of the Disclosing Party which it has in its possession.

7. Client Technology.

Client agrees that if, in the course of performing the Services, it is necessary for SDG to access or use the Client Technology, SDG is hereby granted and shall have a nonexclusive, royalty-free license, during the term of this Agreement, to access and use the Client Technology solely for the purposes of delivering the Services to Client.

8. Warranties and Disclaimers.

8.1 Product Warranties. ALL PRODUCTS ARE PROVIDED BY SDG “AS IS.” SDG MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS. SDG hereby transfers to Client, to the extent transferable, whatever transferable warranties and indemnities SDG receives from the manufacturer of the Products, including any transferable warranties and indemnities respecting patent infringement. Client, recognizing that SDG is not the manufacturer of Product, expressly waives any claim that Client may have against SDG based upon any alleged or actual product liability or infringement of any patent, copyright, trade secret, or other intellectual property right with respect to any Product, as well as any right to indemnification from SDG on account of any such claim made against Client by a third party.

8.2 Service Warranties.

SDG Services. SDG warrants that SDG shall provide the Services in a professional, workmanlike manner consistent with this Agreement and generally accepted industry standards of care and competence.

8.2.1 Third Party Services. SDG makes no independent warranty with respect to any Services performed by a third party. SDG hereby transfers whatever transferable warranties and indemnities SDG receives from the applicable third parties that perform Services (“Service Providers”), including any transferable warranties and indemnities respecting patent infringement.

8.3 Disclaimers. EXCEPT FOR THE EXPRESS LIMITED REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, ALL OTHER REPRESENTATIONS AND WARRANTIES CONCERNING SERVICES, DELIVERABLES, SDG MATERIALS, OR PRODUCTS PROVIDED BY SDG, EXPRESS, IMPLIED OR STATUTORY, ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, CONDITION, OR INCREASED EFFICIENCY OF USE OF CLIENT TECHNOLOGY. SDG DOES NOT AUTHORIZE ANY PERSON TO ASSUME FOR IT THE OBLIGATIONS CONTAINED HEREIN.

9. Infringement and Indemnification.

9.1 Infringement. SDG agrees to defend or settle, at its option or discretion, any claim against Client alleging that any Deliverable or SDG Material directly infringes any U.S. patent, copyright, or trademark; provided that: (i) the subject Deliverable or SDG Material is used strictly as permitted by this Agreement; and (ii) Client gives SDG prompt written notice of each such claim, tenders to SDG the defense or settlement of each such claim at SDG’s expense, and cooperates with SDG, at SDG’s expense, in defending or settling each such claim. If SDG receives notice of an alleged infringement, or if Client’s use of the subject Deliverable or SDG Material shall be prevented by permanent injunction, SDG may, at its sole option and expense, procure for Client the right to continue using such items as provided hereunder, modify such items so that they are no longer infringing, or replace such items with other items of equal or superior functional capability. THE RIGHTS GRANTED TO CLIENT UNDER THIS SECTION 9.1 SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND SDG’S SOLE OBLIGATION FOR ANY ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT.

9.2 Indemnification. Client shall, at its sole expense, defend (through attorneys selected by or acceptable to SDG), indemnify, and hold harmless SDG and any of its parents, affiliates and subsidiaries from any and all third party claims, lawsuits, actions, demands, losses or causes of actions, damages, benefits, judgments, settlements, costs, expenses, taxes, contributions, penalties or fines arising from: (i) any negligent act or omission or willful misconduct on the part of Client (and/or its employees and/or any person or entity acting on Client’s behalf); (ii) any injuries or death to any Client personnel, or any damage to Client’s property, arising in connection with the Services, except as may result from the gross negligence or willful misconduct of SDG or its employees or agents; (iii) the occurrence or nonoccurrence of any event alleged to be proximately caused by the failure of any Client Technology; (iv) any claim that the Client Technology, including the use of the Client Technology by SDG, infringes any third party patent, trademark, copyright or other right; or (v) any claim based on SDG compliance with Client’s designs, specifications or instructions, or modification of any products by parties other than SDG, or use in combination with other products.

10. Limitations of Liability.

10.1 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION, REMOVAL, REINSTALLATION, OR REPROCUREMENT COSTS, LOSS OF PROFIT, REVENUE, DATA, CUSTOMERS, OR GOODWILL, OR CLIENT TECHNOLOGY DAMAGE, FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO ALL CAUSES OF ACTION OR CLAIMS OF RELIEF UNDER ANY OTHER LEGAL OR EQUITABLE THEORY, INCLUDING TORT, INDEMNIFICATION, BREACH OF CONTRACT, AND BREACH OF WARRANTY.

10.2 SDG shall not have any monetary liability under this Agreement for any damages resulting from claims made by Client or any third party arising from or related to any and all causes including but not limited to the negligence of SDG, or arising from or related to any third party software or services.

10.3 EXCLUDING DAMAGES FOR BODILY INJURY, IN NO EVENT SHALL CLIENT’S RECOVERY FROM SDG FOR ANY CLAIM EXCEED (I) THE PURCHASE PRICE PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM, OR (II) THE AMOUNTS PAID FOR THE PRODUCT MAINTENANCE OR SERVICES GIVING RISE TO THE CLAIM THAT WERE PROVIDED DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT ALL OF THE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND THAT THE PRICES OF SERVICES AND PRODUCTS ARE DETERMINED IN PART BY TAKING INTO ACCOUNT THE EXISTENCE OF THE LIMITATIONS.

10.4 No action arising out of the performance of any Services pursuant to this Agreement may be brought by either party more than two (2) years after such cause of action accrues, except that an action for nonpayment may be brought within two (2) years of the date of the last payment.

11. Insurance.

Client shall be responsible, at their own cost and expense, for maintaining in effect the following types and amounts of insurance insuring against claims, demands or actions arising out of or in relation to the Services provided pursuant to this Agreement: (i) workers’ compensation insurance in an amount sufficient by virtue of the laws of the states where the Services are performed; (ii) general liability insurance in which the limit of liability for injuries, including accidental death, and property damage, is no less than $1,000,000 for any one occurrence; and (iii) automobile liability insurance in which the limit of liability for injuries, including accidental death, and property damage is no less than $1,000,000 for any one occurrence. Such insurance shall be underwritten by companies qualified to do business in the state in which the Services are to be performed. Each party shall, upon the reasonable request of the other party, deliver a validly executed certificate of insurance evidencing the above.

12. Client Assumption of Risk.

Notwithstanding anything to the contrary contained anywhere in this Agreement (including any Order or applicable SOW), Client understands and acknowledges that in the normal course of business a substantial risk exists that unauthorized persons or entities may, among other things, gain access to, attach and/or impair the confidentiality, integrity, availability and/or operability of the Client Technology, including misappropriation, alteration, disabling or erasure of Client Technology whether at the time of implementation or at some unknown future time, and/or other actions that could temporarily or permanently cause damage to all or part of the Client Technology and/or business operations resulting in economic harm to Client. Client understands, acknowledges, accepts, and assumes the risk that events such as those described above may occur notwithstanding that SDG has used reasonable efforts to provide any Services in a professional, workmanlike manner.

13. Term and Termination.

13.1 Term. This Agreement shall be effective as of the Effective Date, and shall remain in full force and effect until terminated under the terms of this Section 13.

13.2 Termination.

13.2.1 Subject to the terms of Section 13.3.1 below, either party may terminate this Agreement for any reason (with or without cause) at any time by giving the other party at least sixty (60) days’ prior written notice, provided that the party seeking termination is not in default under this Agreement.

13.2.2 If SDG believes in good faith that Client’s ability to make payments may be impaired, or if Client fails to pay any invoice when due and does not make such payment within ten (10) days after receipt of notice from SDG of such failure, SDG may, in its sole discretion, either: (i) suspend delivery or performance of any SOW or Order, or any remaining balance thereof, until such payment is made; or (ii) terminate any SOW or Order, or any remaining balance thereof. In either event, Client shall remain liable to pay for any Products already shipped, any Services already performed, and all non-standard Products (as designated by SDG) ordered by Client.

13.2.3 Either party may terminate a SOW or an Order upon a material breach of the SOW or Order by the other, if the breaching party does not cure the breach within thirty (30) days after receipt of written notice from the other party specifying the breach.

13.3 Effects of Termination.

13.3.1 All SOWs and Orders existing at the time of termination of this Agreement shall remain in effect and shall be performed under the terms of this Agreement (all of which shall survive with respect to such SOWs and Orders), except for any SOWs or Orders terminated under Section 13.2 above.

13.3.2 If Client terminates a SOW or Order or a portion thereof, then Client shall pay for all work in process (including charges for labor and materials) and all Products ordered as of the effective date of termination for the particular SOW or Order, as applicable. For fixed-fee projects, Client shall pay a pro-rata percentage of the entire project cost, based on the work effort expended through termination date, as determined exclusively by SDG. For time and materials services, Client will pay SDG for all hours worked through the date of termination.

13.3.3 If a SOW includes future product orders (i.e. license renewals or annual maintenance), and that SOW is terminated by SDG for cause (including nonpayment) or by Client without cause, then payment for all future orders shall become immediately due and payable, and shall be paid by Client to SDG upon the effective date of such termination.

13.3.4 If a SOW specifies a term for which SDG shall provide Services to Client (e.g., 36 months), and that SOW is terminated by SDG for cause (including nonpayment) or by Client without cause, then all future, recurring Service fees associated with the remaining term of such SOW shall become immediately due and payable, and shall be paid by Client to SDG upon the effective date of such termination.

13.3.5 The exercise of the right to terminate this Agreement and any SOW or Order shall be in addition to any other right and remedy provided in this Agreement or existing at law or equity that is not otherwise excluded or limited under this Agreement.

13.3.6 Termination terms for application hosting, co-location and disaster recovery services are subject to additional termination terms & conditions to be supplied with SOW.

14. Miscellaneous Provisions.

14.1 No Hiring. During the term of this Agreement and for one (1) year thereafter, neither party will solicit any employee or contractor of the other party for (a) employment, or (b) or engagement as a contractor, or (c) hire as an employee. For purposes of clarification, the phrase “solicit” will not include any employment of the other party’s personnel through the means of public advertisements or job postings. Violation of this prohibition shall result in the violating party immediately paying to the violated party twice the employee’s annual compensation.

14.2 Independent Contractor. SDG, its personnel, agents, subcontractors and independent contractors are not employees or agents of Client and are acting as independent contractors with respect to Client. Neither party is, nor shall be considered to be, an agent, distributor, partner, joint venturer or representative of the other party for any purpose, and neither party shall have the authority to act on behalf of, or in the name of, or to bind the other party in any manner whatsoever.

14.3 Force Majeure. Neither party to this Agreement shall be liable for delays or failures in performance under this Agreement (other than the payment obligations or breach of confidentiality requirements) resulting from acts or events beyond the reasonable control of such party, including acts of war, terrorism, acts of God, earthquake, flood, embargo, riot, sabotage or dispute, governmental act or failure of the Internet, power failure, energy interruption or shortages, other utility interruption, telecommunications interruption provided that the delayed party: (i) gives the other party prompt notice of such cause; and (ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

14.4 Entire Agreement; Construction; Modifications. This Agreement, including any and all SOWs and Orders, constitutes the entire understanding between the parties related to this Agreement which understanding supersedes and merges all prior understandings and all other proposals, letters, agreements, oral or written. The parties further agree that there are no other inducements, warranties, representations or agreements regarding the matters herein between the parties except as expressly set in this Agreement. In the event of any conflict between this Agreement and any sales quote or Order, this Agreement shall control, except that in the event of any conflict between this Agreement and a SOW, the SOW shall control. As used herein, the term “including” shall mean “including, without limitation”; the term “includes” as used herein shall mean “includes, without limitation”; and terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. This Agreement may not be modified, amended or altered in any manner except by a written agreement signed by both parties, and any attempt at oral modification shall be void and of no effect.

14.5 Purchase Orders. SDG SPECIFICALLY OBJECTS TO ANY ADDITIONAL TERMS BEING ADDED THROUGH A PURCHASE ORDER OR SIMILAR DOCUMENT. IF A PURCHASE ORDER IS REQUIRED BY CLIENT, THE PARTIES AGREE THAT ANY ADDITIONAL TERMS CONTAINED THEREIN SHALL NOT BECOME PART OF THE AGREEMENT BETWEEN THE PARTIES AND SPECIFICALLY THAT THE TERMS OF THIS AGREEMENT SHALL SUPERSEDE ANY AND ALL TERMS IN ANY PURCHASE ORDER.

14.6 Assignment. Client may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of SDG. Any attempted assignment or delegation without such consent will be void and SDG may immediately terminate this Agreement for cause. Except as provided above, this Agreement shall apply to, inure to the benefit of, and be binding upon the parties hereto and their successors and assigns. Client agrees that this Agreement may be assigned by SDG to a successor or an acquiring organization. SDG may assign or subcontract its rights and obligations under this Agreement, in whole or in part, provided that no such assignment or subcontracting shall be deemed to release any of SDG’s obligations or duties under this Agreement.

14.7 No Waiver. The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed to be a waiver of any further right hereunder.

14.8 Governing Law; Severability. This Agreement shall be governed by and construed under the laws of the State of New York without regard to choice of law principles. The parties consent and submit to the jurisdiction and venue of the state and federal courts located in the State of New York for any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other pre-judgment remedies). Notwithstanding the foregoing, SDG shall have the right to seek injunctive or pre-judgment relief in any court of competent jurisdiction to prevent or enjoin the misappropriation, misuse, infringement or unauthorized disclosure of SDG’s Confidential Information or intellectual property rights. No Federal Acquisition Regulations shall be construed to apply to SDG without SDG’s written agreement thereto. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to law, then the remaining provisions of this Agreement will remain in full force and effect.

14.9 Marketing. Client agrees that SDG may refer to Client by name, logo, trade name, service marks and trademarks (“Marks”) and may briefly reference Client’s business in SDG’s marketing, promotional and other related materials and on SDG’s web site, and Client hereby grants SDG a limited license to do so.

14.10 Attorneys’ Fees. The prevailing party will be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorneys’ fees, court costs, costs of investigation, expert fees and other related expenses incurred in connection with any enforcement of rights under this Agreement in law or in equity, including an action for declaratory relief.

14.11 Survivability. All provisions of this Agreement relating to confidentiality, non-disclosure, intellectual property, disclaimers, limitation of liability, indemnification, payment, and no hiring, and any other provisions which must survive in order to give effect to their meaning, shall survive the termination of this Agreement.

14.12 Notices. Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given: (i) if by facsimile, hand delivery or by delivery service, upon receipt thereof; or (ii) if mailed, three days after deposit in the U.S. mail, postage prepaid. All notices shall be addressed to the parties at the addresses specified on a SOW.

14.13 Headings; Counterparts. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement. This Agreement may be executed in two or more original or facsimile counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

14.14 No Third-Party Beneficiaries. Nothing contained in this Agreement is intended, or shall be interpreted, to create third party beneficiaries of or under this Agreement.