TERMS AND CONDITIONS

These Services Terms and Conditions (the “Agreement”) shall apply to the performance of professional services (“Services”) by Sirius Computer Solutions, LLC. (“Sirius”), as referenced on, and in addition to, the terms and conditions stated on the applicable proposal (“Proposal”), for the benefit of the applicable end customer (“Customer”).

1. Warranties. Sirius represents and warrants that it shall perform the Services required under this Agreement in accordance with industry standards and practices generally applicable to such Services, in a professional manner. In the event Customer gives Sirius written notice of non-compliance within three (3) business days of Sirius performing non-compliant Services, Sirius’ sole and exclusive obligation shall be to promptly correct or re-perform the Services. EXCEPT AS EXPRESSLY SET FORTH ABOVE, SIRIUS MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY REGARDING PRODUCTS, SERVICES, AND DELIVERABLES, AND SIRIUS EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
   
   
2. Non-Solicitation. Neither party, without the express written consent of the other, shall solicit for employment, employ or otherwise retain, directly or indirectly, any employee or subcontractor of the other party, introduced or engaged by virtue of the Services performed hereunder, during the term of this Agreement and for a one (1) year period following termination of the applicable Services; provided, however, that an employee or subcontractor who responds to a generally posted job opening and is subsequently hired shall not be considered a violation of the above stated prohibition.
   
   
3. Proprietary Materials. Each party is and shall remain the owner of all right, title and interest in and to such party’s proprietary materials, and all copies thereof, and in and to all of the related trade secrets, copyrights, patents, and all other proprietary rights. Neither party shall obtain any right or license in and to the other party’s proprietary materials. All materials, reports, or other documents, expressed in a tangible medium, uniquely and specifically designed or developed by Sirius for Customer during performance of Services and identified on the Proposal as a “Deliverable” (the “Deliverables”) shall be deemed to be “work made for hire” belonging exclusively to Customer. Sirius agrees that all rights, title and interests of Customer in and to the Deliverables shall be and are assigned to Customer as its sole and exclusive property. To the extent that Sirius utilizes any of its pre-existing intellectual property in connection with the performance of Services hereunder, such pre-existing intellectual property shall remain the property of Sirius; provided, however, that to the extent Sirius incorporates into the Deliverables any of its pre-existing intellectual property designed or developed by Sirius (or a third-party), Sirius hereby grants to Customer a non-exclusive, royalty free, fully paid, perpetual, irrevocable license, without right to sublicense, to utilize its pre-existing intellectual property as provided and without modification for Customer’s internal business purposes only.
   
   
4. Confidentiality. Each party acknowledges that all information provided by one party to the other under this Agreement shall constitute “Confidential Information.” Having acknowledged the foregoing, each party agrees: (a) to exercise the same degree of care and protection with respect to the other party’s Confidential Information that it exercises with respect to its own Confidential Information, but in no event less than reasonable care according to current industry best practices; and (b) not to directly or indirectly disclose, copy, distribute, republish or allow any third party to have access to any Confidential Information of the other party. Notwithstanding the above: (a) Sirius may disclose Customer’s Confidential Information to Sirius employees, subcontractors, and authorized agents who have a reasonable need to know; (b) Customer may disclose Sirius’s Confidential Information to its authorized employees who have a reasonable need to know; and (c) either party may disclose Confidential Information if so required by law (including court order or subpoena), provided that the owner of the Confidential Information may: (i) require the disclosing party to request the appropriate court or governmental body to seal the record that shall contain such Confidential Information; and/or (ii) assume responsibility for responding to and defending such requests for disclosure of Confidential information. Unless otherwise authorized, upon the earlier of termination of this Agreement or request of the disclosing party, the receiving party shall promptly return to the other party or destroy that other party’s Confidential Information. In addition, neither party hereto shall be liable for the reproduction, disclosure or use of any Confidential Information if such information is: (a) publicly available or later becomes available other than through a breach of this Agreement; (b) known to Sirius, Customer or their respective employees, agents or representatives prior to such disclosure or is independently developed by Sirius, Customer or their respective employees, agents or representatives subsequent to such disclosure; or (c) subsequently lawfully obtained by Sirius, Customer or their respective employees, agents or representatives from a third party without obligations of confidentiality.