1. Application Period: These General Terms and the applicable Attachment shall apply to and commence on the commencement date of the SOW ("Effective Date") and shall continue for the period set forth therein (the "Contract Period").

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2. Credit Support: Any payment terms afforded by Inspired Solutions to Customer hereunder are based on the creditworthiness of Customer as of the Effective Date. Past due amounts shall bear interest at the greater of 1.5% per month or the maximum interest changeable under law. Customer shall be liable for all expenses, including legal fees, relating to the collection of past-due amounts. Should Customer's financial responsibility become unsatisfactory to Inspired Solutions in its sole reasonable discretion, Inspired Solutions may require cash or advance payments, letters of credit or parent guaranties for future deliveries. Inspired Solutions shall have the right, among other remedies, to terminate the Agreement in the event Customer fails to make any payment when due.

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3. Confidentiality: "Confidential Information" shall mean any information in whatever form, including, without limitation, all code, documentation, product plans, trade secrets, business plans, customer lists, know-how, and other information of whatever nature related to or incorporated into the business of a party or other business entity which is an affiliate of a party and which is reasonably understood to be of a confidential nature. Confidential Information includes information of others that a party has agreed to keep confidential or that is conceived, compiled, developed, discovered or received by or made available by a party to the other party ("Receiving Party") in any manner. Confidential Information shall not include information or materials that:

 

• Is otherwise rightfully known to the Receiving Party

• Is released by a party to any other person, firm or entity without restriction

• Is generally known or easily ascertainable by non-parties of ordinary skill

• Is in the public domain through no fault of the Receiving Party

• Is lawfully obtained by the Receiving Party from a third party

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For a period of five (5) years from the receipt of any Confidential Information, each party shall safeguard and maintain the confidentiality of such information and shall not disclose it to any third party except on a need-to-know basis to employees, agents, or professional advisors who are bound by similar confidentiality obligations.

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4. Insurance; Indemnity: Each party conducting work on the other's property shall:

• Ensure their employees abide by workplace rules and policies

• Maintain required insurance coverage and provide certificates upon request

• Indemnify against claims arising from their gross negligence or willful misconduct

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5. Remedies: EXCEPT WHERE EXPRESSLY STATED OTHERWISE, INSPIRED SOLUTIONS' AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

 

6. Compliance with Laws: Each party shall perform under the SOW in compliance with all applicable laws, regulations, codes, and sanctions.

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7. Notices: All notices must be in writing and delivered in person, by post, or facsimile to the addresses specified in the SOW.

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8. Assignment: Customer shall not assign any rights or delegate responsibilities without Inspired Solutions' written consent.

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9. Relationship of Parties: The parties are independent contractors. This Agreement does not create a joint venture, partnership, or agency relationship.

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10. Legal Costs: The prevailing party in any legal action shall be entitled to reasonable attorneys' fees and costs.

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11. Governing Law: This Agreement shall be governed by New York law, excluding the UN Convention on the International Sale of Goods.

 

12. Force Majeure: Neither party shall be liable for failures due to events beyond reasonable control, except that market conditions shall not constitute Force Majeure.

 

13. Severability Waiver: If any provision is unenforceable, the remainder of the Agreement shall continue in effect.

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14. Entire Agreement: This Agreement supersedes all prior communications and can only be modified in writing and signed by both parties.