Please carefully read this Master Services Agreement (the “MSA“), as it is a legal agreement between you, an individual or legal entity as set forth in the Purchase Order (“You” or “Client”), and Apprentice Now, LLC, a Delaware corporation (“Apprentice Now or “Provider”), regarding the use and implementation of any Apprentice Now services (the “Services” or individually, a “Service“). By clicking the “I Agree,” or similarly labeled button, or by using the Services, You agree to abide by this Agreement. If You do not agree to this Agreement, then do not indicate acceptance and do not use the Services. If You are an individual, You acknowledge that You are of least 18 years of age. If You agree to this Agreement on behalf of a legal entity, You represent that You have authority to bind that legal entity to this Agreement.

This MSA establishes the terms for and governs Your purchase and use of Apprentice Now’s products and services.

This MSA, together with any Exhibits, Purchase Order(s), Statement(s) of Work, Services Addendum(s), and/or Amendment(s) attached and incorporated hereto (collectively, the “Agreement”), shall constitute the entire agreement between CLIENT and APPRENTICE NOW with respect to the subject matter and supersedes all prior agreements and understandings, oral and/or written, among the Parties with respect to the subject matter hereof.

By executing and submitting a Statement of Work and/or Purchase Order, Client accepts and agrees to the Agreement and the terms and conditions herein. If the individual accepting this Agreement is doing so on behalf of an educational institution, company, or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions. If the individual accepting this Agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this Agreement or submit any Statement(s) of Work and/or Purchase Order(s), and may not use the Services.

Whereas, APPRENTICE NOW develops and maintains online educational resources and curriculum for educational institutions around the world;

Whereas, Client desires to engage APPRENTICE NOW to provide certain services as are (i) set forth in this Agreement, (ii) set forth in one or more Exhibit(s), Purchase Order(s), Statement(s) of Work, Services Addendum(s) and/or Amendment(s) attached and incorporated hereto, and (iii) as mutually agreed upon by the Parties in writing; and

Whereas, APPRENTICE NOW agrees to provide such Services to Client in accordance with the terms of this Agreement;

Now, therefore, in consideration of the foregoing and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS
   1. Access. Access refers to the ability of authorized agents, officers, directors, and employees of Provider to review and analyze relevant Client operations, systems, and documents as reasonably necessary for the performance of the Services, and consult with any employees of Client as reasonably necessary to perform the Services under this Agreement.
   2. Access Key. Access Key refers to a unique login identifier and password or automated security code that allows a Participant or other authorized user to access Apprentice Now Programs and Program Materials.
   3. Affiliate. Affiliate refers to a Person or entity that directly, or indirectly, controls, or is controlled by, or is under common control with a Party. For the foregoing purposes, “control” means the ownership of more than 50% of the securities or other voting interest entitled to elect the board of directors or other managing or governing body of such entity.
   4. Business Day. Business Day refers to each day (a) banks are open for business in Austin, Texas, and (b) designated as a working day by Provider for its employees.
   5. Candidate or Sourced Candidate. Candidate or Sourced Candidate refers to any Participant who has met Client’s Preferred Qualifications and is qualified to participate in Apprentice Now’s Program.
   6. Candidate for Hire. Candidate for Hire refers to Participants who have successfully completed the Program and are available for hire by Client.
   7. Commencement Date. Commencement Date refers to the date set forth in a Purchase Order when Apprentice Now will begin a Program.
   8. Completion Date. Completion Date refers to the date set forth in a Purchase Order when a Program ends and all Exit Assessments have been administered.
   9. Entry Assessment. Entry Assessment, if applicable, refers to the examination process created and approved by the Parties to be used to determine if Participants are qualified for entry into a Program.
   10. Exit Assessment. Exit Assessment, if applicable, refers to the examination process created and approved by the Parties to be administered at the conclusion of a Program. Exit Assessments will be used to determine whether a Participant meets the requirements for employment with Client.
   11. Hired Candidate. Hired Candidate refers to a Participant who completes a Program and is subsequently employed by Client.
   12. Participant and/or User. Participant and/or User refers to a person who meets all requirements set forth by Client and Apprentice Now and agrees to participate in Apprentice Now’s Program. Participants will be given access to Program and Program Materials through the use of an Access Key.
   13. Participation Agreement. Participation Agreement refers to the agreement Participants agree and enter into with Apprentice Now stipulating the specific requirements for each Program.
   14. Program. Program refers to the apprenticeship training program tailored to the needs of Client, which is provided and maintained by Apprentice Now.
   15. Program Materials and/or Content. Program Materials and/or Content refers collectively to all online and physical copies of syllabi, tutorials, manuals, documentation, user guides, curriculum, software, content, and any other information and resources owned by Apprentice Now and developed or provided in connection with the Program.
   16. Purchase Order. A Purchase Order refers to the ordering document specifying the Program, qualifications for participation, and terms of a specific Program developed by Apprentice Now with the assistance of Client. All Purchase Orders will be governed by the terms and conditions of this Agreement. All Purchase Orders must be signed by an authorized representative of the Parties prior to implementation of Program. All Purchase Orders are subject to the terms of this MSA.
   17. Qualifications or Preferred Qualifications and/or Requirements. Qualifications or Preferred Qualifications and/or Requirements, or any derivative thereof refers to the minimum qualifications established by Apprentice Now and Client that Participant must meet in order to participate in a Program. Qualifications and/or Requirements shall be established in writing in the applicable Purchase Order.
   18. Recruiting Program or Recruiting Services. Recruiting Services refers to the unique recruiting services provided by Apprentice Now consisting of Sourcing Candidates to fit Client’s preferred qualifications.
   19. Replacement Candidate. Replacement Candidate refers to a Candidate who has successfully completed the Program and is available to replace a Hired Candidate during the 90-Day Guarantee period. See Purchase Order for additional terms for replacing Hired Candidates and the 90-Day Guarantee.
   20. Services Personnel. Services Personnel refers collectively to all instructors, trainers, customer services and IT representatives and any other Apprentice Now personnel designated to provide Services or support in connection with the Program. All Services Personnel shall remain under the full and complete authority of Apprentice Now in accordance with Apprentice Now’s human resources policies.
   21. Sourcing. Sourcing, or any derivative thereof, refers to Apprentice Now’s rigorous selection process for finding, interviewing, and assessing persons wishing to participate in a Program.
   22. Teach Out Date. Teach Out Date refers to the specific date agreed upon by the Parties upon receipt of a written notice of termination. In the event of termination, the Parties agree to establish a Teach Out Date that allows for the completion of any ongoing Program(s), including completion of any Exit Assessment(s), still in progress at the time the Notice of Termination is received.
   23. Tech Academy. Tech Academy refers to Apprentice Now’s services designed to recruit and train high-quality entry-level talent quickly and affordably.
   24. Training Program or Training Services. Training Program or Training Services refers to the unique training services provided by Apprentice Now consisting of Participants taking part in the Program.
   25. User Data. User Data refers to user-specific information collected as part of user’s participation in a Program, including, but not limited to, first and last name, username, email address, study times, and scores.
   26. 90-Day Guarantee. 90-Day Guarantee refers to the ninety (90) day period, beginning on the first business day immediately following the Completion Date of a Program, during which Apprentice Now will monitor Hired Candidates and replace any Hired Candidate(s) that do not fit the Client’s needs, without additional cost to Client.
2. SERVICES
   1. Services. APPRENTICE NOW agrees to provide Client with the specific set of Services as set forth in this Agreement and any attached Exhibit(s), Purchase Order(s), Statement(s) of Work, Services Addendum(s) and/or Amendment(s). Client agrees to provide APPRENTICE NOW with reasonable access to Client’s campus and/or online website/platform whenever necessary to perform Services.
   2. Additional Services. Additional Services (and the terms thereof) may be added pursuant to a separate Purchase Order, Statement of Work, Services Addendum and/or Amendment mutually agreed upon by the Parties and incorporated hereto.
   3. Termination of Services. Services may be terminated as provided in this Agreement or as provided in the applicable Purchase Order, Statement of Work, Services Addendum and/or Amendment.
3. FEES, PAYMENTS AND TAXES
   1. Services Fees. The Fees for any particular Service provided under this Agreement are identified in the respective Exhibit(s), Purchase Order(s), Statement(s) of Work, Amendment(s) and/or Services Addendum(s) attached and incorporated hereto.
   2. Payments. Client agrees to make payments associated with any Services within thirty (30) Business Days of receiving a receipt of invoice from Provider. Additional payment terms related to a specific Service(s) may be identified in the respective Exhibit(s), Purchase Order(s), Statement(s) of Work, Amendment(s) and/or Services Addendum(s).
   3. Taxes. Client will pay and be liable for any and all Tax imposed on, sustained, incurred, levied and measured by the cost, value or price of Services provided by Provider under this Agreement; provided, however, that in no event shall Client be liable for any Taxes that are imposed on or calculated by reference to the net income received or receivable by Provider, or is specifically assessed against Provider in regards to its doing business, and acts as a fee assessed against Provider for doing business, in a particular jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, in the event that any applicable Tax authority imposes a transaction privilege, sales or similarly denominated Tax on the Services, the responsibility for such Tax shall be borne equally by Parties.
4. TERM AND TERMINATION
   1. Initial Term. The Initial Term of this Agreement shall commence on the date of Client executing this Agreement and, unless terminated early as provided herein, shall continue for a term of one (1) year.
   2. Renewal of Initial Term or any Renewal Term. Either Party may elect to renew this Agreement at the end of the Initial Term or any subsequent Renewal Term by giving the other Party written notice of such election to renew not less than sixty (60) days prior to the end of such Initial Term or subsequent Renewal Term.
   3. Termination. Either Party shall have the right to terminate this contract at any time upon thirty (30) days’ written notice to Client.
   4. Termination for Breach. This Agreement may be terminated by either Party upon written notice in the event that the other Party materially breaches this Agreement and thereafter has failed to cure such material breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating Party) within thirty (30) days after receiving written notice thereof.
   5. Termination of a Particular Service. In the event that a Party materially breaches this Agreement with respect to a particular Service, the non-breaching Party must submit written notice of such material breach and may terminate the provision of that particular Service if the breaching Party fails to cure (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating Party) within thirty (30) days of receiving written notice thereof.
   6. Effect of Termination. Upon termination of this Agreement or any particular Service, as applicable, the Parties shall take reasonable steps to provide the other Party with any information and records reasonably related to this Agreement or such Service requested by such other Party in writing to the extent appropriate and necessary to permit the continuing business operations of each of the Parties with a minimum of disruption.
5. REPRESENTATIONS AND WARRANTIES
   1. Representations of the Parties. Each Party hereby represents, warrants and covenants that, during the Initial Term of this Agreement and any Renewal Term: (a) it has the requisite power and authority to enter into this Agreement; (b) the performance by such Party of its obligations under this Agreement shall not constitute a material breach of, or otherwise contravene the terms of, any other agreement to which it is a party or under which it is otherwise bound; and (c) such Party has obtained or will obtain all third-party consents, authorizations and approvals necessary for it to perform its obligations and exercise its rights under this Agreement.
   2. Performance Standards. APPRENTICE NOW will use all commercially reasonable efforts to provide the Services in accordance herewith and any applicable performance standards set forth in any Exhibit(s), Purchase Order(s), Statement(s) of Work, Services Addendum(s), and/or Amendment(s) between the parties. APPRENTICE NOW will perform all Services in a professional and workmanlike manner and in accordance with all applicable laws. Client will use commercially reasonable efforts to perform its obligations under this Agreement.
   3. Compliance with Laws. The Parties agree that each Party shall perform its respective obligations hereunder in compliance with the applicable laws that apply to such Party’s performance under this Agreement. Provider shall not be responsible for Client’s compliance with the Applicable Laws that apply to Client’s activities, even if the performance of the Services relate to such Applicable Laws, unless (a) Provider fails to provide specific Services expressly set forth herein or in a attached document in accordance with the terms hereof or such attached document, and/or (b) such failure is the result of the gross negligence or willful misconduct of Provider (or Provider’s Services Personnel or Services Personnel of contractors or subcontractors used by Provider), and/or (c) Provider’s failure causes Client’s failure to comply with applicable laws. Neither Provider nor its Affiliates (nor third-party service providers) shall be required to provide any Services to the extent that providing such Services would require Provider or its Affiliates to violate any laws.
   4. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES OR ANY ITEMS TO BE DELIVERED OR PROVIDED TO THE OTHER PARTY OF ANY KIND, NATURE OR DESCRIPTION, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND EACH PARTY  HEREBY DISCLAIMS THE SAME.
   5. Responsibility for Affiliates. Each Party shall be responsible for the acts, omissions and performance of its respective Affiliates and third-party service providers while executing this Agreement. All such acts, omissions and performance shall be deemed to be the acts, omissions and performance by the responsible Party.
6. CONFIDENTIALITY
   1. Confidentiality. Each Party acknowledges that Confidential Information, as defined below and in any applicable Purchase Order(s), Statement(s) of Work, Services Addendum(s) and/or Amendment(s), may be disclosed to the other Party in connection with this Agreement. Each Party (in such capacity, the “Receiving Party”) acknowledges and agrees (a) with respect to the Confidential Information of the other Party (in such capacity, the “Disclosing Party”), to use the same care and discretion to prevent such Confidential Information from being disclosed, published or disseminated as it employs to avoid disclosure, publication or dissemination of its own similar Confidential Information (but in no event less than reasonable care). Parties agree to use Confidential Information only for the purpose for which it was disclosed, and not to disclose, disseminate or provide access to Confidential Information to any person other than to those employees and agents who have a need to know it in order to assist the Receiving Party in performing its obligations hereunder, or to permit the Receiving Party to exercise its rights under this Agreement, and are legally bound by the same obligations regarding Confidential Information as the Parties are subjected to in this Agreement.
   2. Definition. “Confidential Information” means (a) any non-public, proprietary information, Intellectual Property, and other confidential information, including, but not limited to, (i) any technical and non-technical information regarding current, future and proposed business operations, products and services (including Programs and Program Materials), (ii) information concerning research and development, (iii) financial information, (iv) procurement requirements, (v) student and customer information and lists, (vi) business forecasts, (vii) sales information and marketing plans, descriptions, specifications and the like of a Disclosing Party, and (b) any information a Disclosing Party has received from a third-party which the Disclosing Party is obligated to treat as confidential or proprietary information that is provided or communicated by the Disclosing Party to the Receiving Party in connection with this Agreement after the Effective Date.  Any and all information shall be considered confidential. Permitted Disclosures. The Receiving Party may disclose the Confidential Information of the Disclosing Party (a) to a third-party subcontractor who is involved in providing Services under this Agreement or a third-party who is contemplating entering into a transaction with the Receiving Party pertaining to a financing event or a sale of all or any portion of its business, provided that: (i) such disclosure is reasonably necessary for the third-party to perform its duties or evaluate the potential transaction; (ii) the Receiving Party causes the third-party to be bound to the same obligations regarding Confidential Information as the Parties are subjected to in this Agreement; and (iii) the Receiving Party assumes full responsibility for the acts or omissions of such third-parties, no less than if the acts or omissions were those of the Receiving Party; (b) to the extent required under the terms of any credit agreement, indenture or related agreement entered into by the Receiving Party or one of its Affiliates; or (c) to an Affiliate, provided that such Affiliate is bound to the same obligations regarding Confidential Information as the Parties are subjected to in this Section. Without limiting the generality of the foregoing, neither Party will publicly disclose the terms of this Agreement, unless required by Applicable Law, without the prior written consent of the other. Furthermore, neither Provider nor Client will: (A) acquire any right in or assert any lien against the Confidential Information of the other Party, other than as provided in this Agreement; or (B) sell, assign, lease or otherwise dispose of Confidential Information of the other to third parties (except in connection with a sale of all or substantially all of such Party’s assets to which this Agreement relates) or commercially exploit such Confidential Information, other than as permitted in this Agreement. In addition, the Parties shall take reasonable steps by agreement or otherwise so that their Affiliates, employees, subcontractors, and consultants comply with these confidentiality provisions.
   3. Exclusions. Confidential Information does not include any information that the Receiving Party can demonstrate was:
      1. In the public domain at the time of disclosure of such information;
      2. Published or otherwise became part of the public domain through no fault of the Receiving Party or its directors, trustees, officers, employees and/or agents;
      3. Rightfully in the possession of the Receiving Party at the time of disclosure of such information to the Receiving Party, free of any obligation of confidentiality to the Disclosing Party;
      4. Received after disclosure of such information to the Receiving Party from a third-party who had a lawful right to disclose such information to the Receiving Party; or
      5. Independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party.
   4. Court Ordered Disclosure. Any disclosure of Confidential Information required pursuant to any Applicable Law or valid court order or subpoena from a court of competent jurisdiction shall not be considered a breach of this Agreement; provided, however, that the Receiving Party shall advise the Disclosing Party of such required disclosure within seventy-two (72) hours of learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure.
   5. Loss of Confidential Information. In the event of any disclosure or loss of, or inability to account for, or unauthorized use of, Confidential Information, the Receiving Party will notify the Disclosing Party immediately in writing and shall reasonably assist the Disclosing Party in remedying the unauthorized disclosure or use.
   6. Period of Confidentiality. Confidential Information disclosed pursuant to this Agreement will be subject to the terms of this Agreement until the sooner of (a) such time as it ceases to be characterized as Confidential Information under one or more of clauses of Section 6.4 et al (Exclusions), or (b) one (1) year following termination or expiration of this Agreement.
   7. Return of Confidential Information. Within five (5) Business Days after the termination of this Agreement, the Receiving Party shall destroy or deliver to the Disclosing Party, at the Disclosing Party’s option, (a) all materials furnished by the Disclosing Party, and (b) all materials in the Receiving Party’s possession or control (even if not furnished by the Disclosing Party) that contain or disclose any of the Disclosing Party’s Confidential Information. The Receiving Party will provide the Disclosing Party with a written certification of the Receiving Party’s compliance with the Receiving Party’s obligations under this Section. Notwithstanding the foregoing, Confidential Information stored on back-up storage media in the normal course of business need not be returned or destroyed but shall remain subject to the terms of this Agreement in accordance with this Agreement.
7. INTELLECTUAL PROPERTY RIGHTS
   1. Definitions. “Intellectual Property” means any and all technology, inventions, processes, know-how, designs, works of authorship, and any other technical subject matter related thereto which is eligible for intellectual property protection under the laws of the United States or any state, including but not limited to patent, copyright, trademark and trade secret laws. The term “Intellectual Property” also includes all intellectual property rights or similar proprietary rights related to or protecting the foregoing, including (a) all inventions, all improvements thereto and all patents, patent applications, provisionals and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all registered and unregistered trademarks, service marks, trade dress, logos, trade names, registered domain names, and corporate names, including all goodwill associated therewith, and all applications (including intent-to-use applications), registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith, including all rights in works of authorship, curricula, program materials, translations, abridgments, revisions compilations and derivative works, (d) all trade secrets, customer lists, student lists, employer lists, alumni lists, supplier lists, pricing and cost information, business and marketing plans and other confidential business information (including, without limitation, ideas, formulas, compositions, know-how, techniques, research and development information, drawings, specifications, designs, plans, proposals, and technical data), (e) all computer programs and related software, including source code and object code thereof, data, data tapes, databases and related manuals, notes, and documentation, and (f) all copies and tangible embodiments thereof.
      1. “Client’s Intellectual Property” means any and all Intellectual Property belonging to Client and any additional Intellectual Property expressly identified in this Agreement, and any Exhibit(s), Purchase Order(s), Statement(s) of Work, Amendment(s) and/or Services Addendum(s), as Client’s Intellectual Property.
      2. “APPRENTICE NOW’s Intellectual Property” means any and all Intellectual Property in (i) all technology, computer programs and software source code, developed by APPRENTICE NOW for purposes of utilizing the Services provided hereunder, including logic and data modules, algorithms, feature sets and source code, and documentation relating thereto, and (ii) the Intellectual Property expressly identified in this Agreement, and any Exhibit(s), Purchase Order(s), Statement(s) of Work, Amendment(s) and/or Services Addendum(s), as APPRENTICE NOW’s Intellectual Property.
   2. Ownership by Each Party. Each Party (and their respective Affiliates) (as the “Owner Party”) owns and shall retain all right, title and interest in and to any and all: (a) Confidential Information of such Owner Party, (b) all Intellectual Property of such Owner Party or its Affiliates existing as of the Effective Date, and (c) except as may be expressly provided otherwise in this Agreement or a Statement of Work, all Intellectual Property independently developed by such Owner Party or its Affiliates after the Effective Date.
      1. Client will be the “Owner Party” of Intellectual Property independently developed by Client as a result of the provision of Services under this Agreement, except that, to the extent that such Intellectual Property embodies APPRENTICE NOW’s Confidential Information, such Intellectual Property shall be deemed APPRENTICE NOW’s Intellectual Property.
   3. License to Client’s Intellectual Property. Subject to the terms and conditions of this Agreement, Client, on behalf of itself and its Affiliates, hereby grants to APPRENTICE NOW, during the Initial Term and any Renewal Term a non-exclusive, non-transferable, right and license, to use, reproduce, distribute copies, and publicly display, Client’s Intellectual Property, in connection with the performance of services under with this Agreement. In each case, only in the United States and without the right to sublicense Client’s Intellectual Property.
   4. License to APPRENTICE NOW’s Intellectual Property. Subject to the terms and conditions of this Agreement, APPRENTICE NOW, on behalf of itself and its Affiliates, hereby grants to Client, during the Initial Term and any Renewal Term a non-exclusive, non-transferable, right and license, to access, distribute copies, and use APPRENTICE NOW’s Intellectual Property solely in connection with this Agreement. In each case, only in the United States and without the right to sublicense APPRENTICE NOW’s Intellectual Property.
   5. License to Client’s Marks. Subject to the terms and conditions of this Agreement, Client, on behalf of itself and its Affiliates, hereby grant to APPRENTICE NOW, during the Initial Term and any Renewal Term, a non-exclusive, non-transferable, right and license, to use, reproduce and display Client’s name, image, and/or service marks on and in connection with the development, marketing, advertising, promotion, sale, and operation of this Agreement.
   6. License to APPRENTICE NOW’s Marks. Subject to the client’s prior written approval of this agreement,, APPRENTICE NOW, on behalf of itself and its Affiliates, hereby grant to Client, during the Initial Term and any Renewal Term, a non-exclusive, non-transferable, right and license, to use, reproduce and display APPRENTICE NOW’s name, image, and/or service marks on and in connection with the development, marketing, advertising, promotion, sale, and operation of this Agreement.
   7. Reservation of Rights. Subject to the rights granted hereunder, each Owner Party retains all right, title, and interest in and to its Intellectual Property, and the other party acknowledges and agrees that it neither owns nor acquires any rights in any of the Owner Party’s Intellectual Property. Each party further acknowledges and agrees that the Owner Party retains the right to use its Intellectual Property for any purpose in the Owner Party’s sole discretion and that party reserves all rights not expressly granted in this Agreement.
   8. Restrictions on Trademark Usage: Each Party agrees that it shall not directly or indirectly at any time:
      1. Use any trade name, trademark, service mark, domain name, logo or trade dress which, in the other Party’s reasonable opinion, is likely to be confused with, tarnish or dilute any of the Marks; or
      2. Apply to register, obtain, use or own any domain name or trademark comprising or related to any of the other Party’s Marks, or any confusingly similar marks.
   9. No Additional Rights. Except as expressly provided in this Agreement, a Statement of Work, or a separate written agreement between the Parties, neither Party shall receive, by virtue of this Agreement, any rights of ownership to, or any license or other rights in or to, any Confidential Information or Intellectual Property owned by the other Party.
8. INDEMNIFICATION
   1. Indemnification of APPRENTICE NOW. Client hereby agrees to (a) indemnify, defend, and hold harmless APPRENTICE NOW and the directors, trustees, officers, employees, agents, successors, and assigns of each (collectively, “APPRENTICE NOW’s Indemnitees”), from and against all demands, suits, claims, actions, or causes of action (each, a “Claim”) for any assessments, losses, damages, costs, and expenses (including, interest, penalties, and reasonable attorneys’ fees) of any nature, asserted or brought by any third-party against any of APPRENTICE NOW’s Indemnitees arising from or relating to any of the Services or an allegation that any use of the Client’s Intellectual Property as provided by Client and as expressly authorized under this Agreement infringes or misappropriates, as applicable, any U.S. patent, trademark, copyright, or trade secrets under applicable laws of any jurisdiction within the United States.
   2. Indemnification of Client. APPRENTICE NOW hereby agrees to (a) indemnify, defend, and hold harmless Client and its directors, managers, officers, stockholders, member, employees, agents, successors, and assigns, (collectively, “Client’s Indemnitees”), from and against all Claims for any assessments, losses, damages, costs and expenses (including, interest, penalties, and reasonable attorneys’ fees) of any nature asserted or brought by any third-party against any of Client’s Indemnitees arising from APPRENTICE NOW’s Indemnity Responsibilities, or any settlement amount paid to the third-party bringing the applicable Claim in order to settle such Claim provided that APPRENTICE NOW has approved such settlement. The obligations set forth in Section 8 (Indemnification) shall constitute APPRENTICE NOW’s entire liability and Client’s sole remedy for any actual or alleged infringement or misappropriation.
   3. Conditions. The indemnifying Party’s obligations under this Section shall be conditioned upon the indemnified Party: (a) notifying the indemnifying Party promptly in writing of any Claim of which an indemnified Party becomes aware, provided, however, that failure to provide such notice shall not relieve the indemnifying Party from its obligations hereunder, except to the extent of any material prejudice to the indemnifying Party as a direct result of such failure; (b) not settling or compromising any Claim for which an indemnified Party seeks or desires defense or indemnity under this Section, in each case without the prior written consent of the indemnifying Party unless such settlement completely and forever releases the indemnified Party with respect to such Claim; (c) giving the indemnifying Party sole authority to control fully, at the indemnifying Party’s expense with counsel of its choice, the defense and settlement of any Claim (provided that the indemnifying party shall not settle or compromise any Claim without the prior written consent of the indemnified Party which consent will not be unreasonably withheld, delayed or conditioned, or unless such settlement completely and forever releases the indemnified party with respect to such Claim); (d) having the right, at the indemnified Party’s cost and expense, to participate in the defense of such Claim using legal counsel of its own choosing, provided, however, that such participation shall not reduce or impact the indemnifying Party’s control of the defense and settlement as provided herein; and (e) furnishing all reasonable cooperation and assistance requested by the indemnifying Party. Notwithstanding anything to the contrary contained in this Section, if, within thirty (30) days following receipt by the indemnifying Party of notice of a Claim pursuant to subpart (a) of the preceding sentence, the indemnifying Party fails to provide written notice to the indemnified parties of the indemnifying Party’s intention to assume the defense of such Claim, then each indemnified Party shall have the right to assume the sole control of the defense of such Claim by counsel of its choice, in which event if the Claim is in fact a Claim for which the indemnifying Party is obligated to defend, the indemnifying Party shall indemnify any such indemnified Party for all reasonable attorneys’ fees and costs incurred by such indemnified party in connection with such defense and such reimbursement of attorneys’ fees shall be in addition to the indemnification for other amounts sought hereunder in connection with such Claim. For the avoidance of doubt, neither Party may settle a Claim without the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed, or conditioned unless such settlement completely and forever releases the indemnified Party with respect to such Claim.
9. LIMITATION ON LIABILITY
   1. THE PARTIES HEREBY AGREE THAT EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM OR CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY, IN TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH ANY CLAIM RELATED IN ANY WAY TO THE PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, IS LIMITED TO THE AMOUNT PAID BY CLIENT TO PROVIDER FOR SERVICES IN THE MOST RECENTLY COMPLETED TWELVE-MONTH PERIOD, AND EACH PARTY HEREBY RELEASES AND WAIVES ANY CLAIM AGAINST THE OTHER PARTY IN EXCESS OF SUCH AMOUNT, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE LIMITATION SET FORTH IN THIS SECTION SHALL NOT APPLY TO LIABILITY OR CLAIMS ARISING OUT OF OR RELATED TO A PARTY’S (A) BREACH OF SECTION 6 (CONFIDENTIALITY) or SECTION 7 (INTELLECTUAL PROPERTY RIGHTS), (B) CLAIMS BASED ON A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (C) CLAIMS FOR INDEMNIFICATION UNDER THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THIS AGREEMENT. NO PARTY WILL CLAIM, ASSERT OR TAKE THE POSITION THAT ANY LIMITATION ON DAMAGES SET FORTH IN THIS SECTION IS OR SHOULD BE FOUND UNENFORCEABLE OR THAT SUCH LIMITATION SHOULD NOT BE ENFORCED. THE FOREGOING LIMITATIONS ON DAMAGES SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IF APPLICABLE LAW PRECLUDES THE EXCLUSION OF CERTAIN TYPES OF DAMAGES OR OF CERTAIN TYPES OF DAMAGES IN CERTAIN CIRCUMSTANCES, THEN THE FOREGOING LIMITATIONS ON DAMAGES SHALL NOT APPLY TO SUCH DAMAGES OR SUCH DAMAGES IN SUCH CIRCUMSTANCES, PROVIDED THAT THE BALANCE OF THE LIMITATIONS SHALL CONTINUE TO APPLY.
10. MISCELLANEOUS
    1. Headings. The headings used in this Agreement are for convenience only and are not intended to affect the interpretation of this Agreement.
    2. Relationship of the Parties. The relationship of Parties under this Agreement shall be that of an independent contractor. Persons rendering Services pursuant to this Agreement shall not be deemed employees of the other Party and shall not be entitled to or qualified under any employee benefit plans, including pension, health and insurance plans, provided by other Party for its employees. Each Party shall be solely responsible for the fulfillment of all labor and Social Security provisions that affect the labor relationships with its personnel, either currently in force or that may be passed during the Initial Term of this Agreement and any Renewal Term, expressly discharging the other Party from any liability for the breach thereof. Except as provided in Section 3.3 (Taxes) above, each Party shall hold the other Party harmless in connection with any Tax, salaries, quotations and national insurances to be paid in connection with its activity, to the extent such Tax, salaries, quotations and national insurances are imposed upon such other Party under Applicable Law or under the terms of this Agreement. No Party or its employees are authorized and no Party or its employees, agents or representatives shall at any time attempt to act on behalf of the other Party to bind the other Party in any manner whatsoever to any obligations.
    3. Amendment; Waiver. This Agreement, including any attached and incorporated Exhibit(s), Statement(s) of Work, Amendment(s) and/or Services Addendum(s), may only be amended or modified by a written instrument executed by each Party hereto. A Party’s failure to require performance by the other Party of any responsibility or obligation required by this Agreement shall in no way affect that Party’s right to require such performance at any time thereafter, nor shall the waiver by a Party of a breach of any provision of this Agreement by another Party constitute a waiver of any other breach of the same or any other provision, nor constitute a waiver of the responsibility or obligation itself.
    4. Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each party hereto. Neither this Agreement nor any right or obligation hereunder may be assigned or delegated in whole or in part by either Party to any other person or entity, without the prior written consent of the other Party.
    5. Third Party Rights. Except to the extent provided in Section 8 (Indemnification), nothing in this Agreement, whether express or implied, is intended or shall be construed to confer, directly or indirectly, upon or give to any person other than the Parties any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenant, condition or other provision contained herein.
    6. Force Majeure. Neither Party shall be liable for, or in breach of this Agreement, for any interruption of the provision of Services, or any delay or failure to perform under this Agreement when such interruption, delay or failure results from causes beyond that Party’s reasonable control, including as a result of strikes, lock-outs or other labor difficulties; acts of government, riot, insurrection or other hostilities; embargo, fuel or energy shortage; fire, flood, acts of God, wrecks or transportation delays; or inability to obtain necessary labor, materials or utilities from usual sources. In such event, a Party’s obligations hereunder shall be postponed for such time as its performance is suspended or delayed on account thereof. Upon the cessation of the force majeure event, each Party will use commercially reasonable efforts to resume its performance with the least possible delay.
    7. Insurance. Each Party shall be solely responsible for obtaining workers compensation insurance for its employees and agents and such other insurance as may be required by Applicable Laws.  Each party shall endeavor to provide the other Party at least thirty (30) days’ advance notice of any cancellation or material change in any policy of insurance for coverage required under this Agreement.
    8. Duty to Cooperate. If a Governmental Entity, Educational Agency, or third-party files any type of Claim, or commences an investigation or audit against either Party, each Party (and its respective Affiliates, to the extent applicable) may choose to use commercially reasonable efforts to cooperate with the other’s defense. In such instance, Each Party (and its Affiliates, to the extent applicable) agrees (a) in principle to execute such joint defense agreements, on customary terms, as may be necessary or appropriate for the protection of any privilege or confidentiality in the course of cooperating with the other’s defense, and (b) to use commercially reasonable efforts to make available to the other upon reasonable request in writing any and all non-privileged or non-proprietary documents that either Party (or either of their respective Affiliates, to the extent applicable) has in its or their possession, which reasonably relate to any such claim, lawsuit, charge, investigation or audit. However, neither Party (nor any of their respective Affiliates) shall have the duty to cooperate with the other Party if the dispute is between the Parties themselves, nor shall this provision preclude the raising of crossclaims or third-party claims between Parties (or one of their respective Affiliates) if the circumstances justify such proceedings. The Parties agree that this provision shall survive the termination of this Agreement.
    9. Choice of Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas, without giving effect to the principles of conflict of laws thereof.
    10. 10.10.Available Remedies for Breach of Confidentiality or Intellectual Property Rights. Notwithstanding anything herein to the contrary, the Parties agree that the failure of a Party to perform any obligation which arises under Section 6 (Confidentiality) or Section 7 (Intellectual Property Rights) of this Agreement will cause irreparable harm to the other Party which may not be fully or adequately compensated by the award and/or payment of monetary damages alone. In the event of actual or threatened breach by a Party of Confidentiality or Intellectual Property Rights, the Parties agree that the non-breaching Party shall be entitled to injunctive or other equitable relief in order to enforce or prevent any such conduct or continuing violation, without having to post a bond or other security, and the breaching Party agrees not to raise the defense of an adequate remedy at law in any such proceeding. Nothing herein shall be construed as prohibiting either Party from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages, costs, and reasonable attorneys’ fees from the other.
        1. 10.10.1.The Parties agree that the sole remedy for all other disputes arising between the Parties as a result of this Agreement shall be resolved through the Parties respective Designees, and if necessary, through binding arbitration as provided in Section 10.12 below.
    11. 10.11.Point of Contact, Designees. Parties shall each name a point of contact (the “Designee”) for the Services that are the subject of this Agreement or any Statements of Work. Designees shall be responsible for supervising and coordinating the performance of the Services, including using good faith efforts to resolve any disputes or issues that may arise during the performance of the Services hereunder on a day-to-day basis. Any dispute among the Parties relating to any Services or this Agreement shall be handled as provided in Section 10.12 (Dispute Resolution). Each Statement of Work, Amendment and/or Services Addendum, may identify an additional Designees for the Services described in such attached and incorporated document. Parties agree that, during the Initial Term of this Agreement and any Renewal Term, parties Designee will make available on a timely basis data, information, and other materials reasonably necessary for performance of Services.

Apprentice Now, LLC

Designee: Kyle Farnsworth, President

1701 Directors Blvd, Ste 800

Austin, TX 78744

1. 1. 10.12.Dispute Resolution. The Parties shall endeavor to settle all disputes, claims or controversies between Parties arising out of or relating to this Agreement, including, but not limited to, its creation, validity, interpretation, or enforcement (a “Dispute”), through their respective Designees. If the Designees are unable to resolve the Dispute within thirty (30) days of receipt of written notice by a Designee from the other Designee identifying the dispute and initiating such discussions, then either Party may proceed with an action or proceeding under this Section.
      1. 10.12.1.Mediation. The Parties agree to submit (the “Submission”) any dispute, claim, or controversy arising out of or relating to this Agreement, including, but not limited to, its creation, validity, interpretation, or enforcement to the American Arbitration Association (“AAA”) for non-binding mediation before a single mediator. The Parties agree that the Submission will be treated as Confidential Information and the fact of the Submission, and all details thereof shall not be disclosed to any third party except to the mediator. The Submission shall be in writing and set forth with reasonable particularity the grounds for the Submission. The Submission shall be filed with AAA and sent to the other Party simultaneously. The other Party shall serve a written response to the Submission within five (5) Business Days to both the originating Party and AAA. The Parties will cooperate with AAA and with one another in selecting a mediator from a panel of neutrals and in promptly scheduling the mediation proceedings. Any mediation of a Submission initiated by either Party shall be conducted in Travis County, Texas. If the Parties cannot agree on a mediator, AAA will appoint one. The Parties covenant that they will participate in the mediation in good faith and that they will (a) bear their own attorneys’ fees, costs, and expenses in connection with the mediation; and (b) share equally in the fees and expenses charged by the mediator. All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by either Party, their agents, employees, experts, and attorneys, and by the mediator or any AAA employee are confidential, privileged, and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If the Dispute is not resolved within thirty (30) days from the date of the Submission of the Dispute to mediation (or such other date as the Parties may agree to in writing), any Party may proceed forthwith with the initiation and administration of an arbitration in accordance with the terms of this Section. The mediation may, however, continue, if the Parties agree, after the commencement of the arbitration. Unless otherwise agreed by the Parties, the mediator shall be disqualified from serving as arbitrator in the case.
      2. 10.12.2.Binding Arbitration. The Parties agree that final and binding arbitration of the Dispute shall be conducted through AAA, before a single arbitrator and in accordance with the AAA rules and procedures. Such arbitration shall be the sole and exclusive remedy for resolving any Disputes arising out of, or in any way related to this Agreement, including, but not limited to its creation, validity, interpretation, or enforcement, instead of any court action, which is hereby expressly waived. The Parties agree that the arbitration will be treated as Confidential Information to the extent permitted by law and the fact of the arbitration and all details thereof shall not be disclosed to any third party except to the arbitrator. Any arbitration initiated by either Party pursuant to this Agreement shall be held in Austin, Texas, utilizing Texas law, without giving effect to the principles of conflicts of law. The Parties waive any argument that the selection of venue or applicable law is inconvenient or otherwise improper. The non-prevailing Party agrees to pay all expenses of the arbitrator and reasonable expenses and attorneys’ fees incurred by the prevailing Party.
   2. 10.13.Material Changes to Agreement. To add or materially change any Services in this Agreement, the Parties shall enter into one or more Amendment(s) and/or Services Addendum(s) and attach it hereto. Attached documents will be identified by their Effective Date. Additional attached documents shall become effective upon being signed by an authorized representative of the Parties, and once signed, shall be incorporated by reference and deemed part of this Agreement. In the event of a conflict between the terms of any attached document and the body of this Agreement, the Terms and Conditions of this Agreement shall control to the extent of the conflict (unless the attached document specifically identifies and overrides the conflicting term(s), in which event, the terms of the Statement of Work shall control).
   3. 10.14.Interpretive Matters. No provision of this Agreement will be interpreted in favor of, or against, any of the parties by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft of this Agreement or such provision. Unless the context requires otherwise, (i) all references to Sections or Exhibits are to Sections or Exhibits of or to this Agreement, (ii) words in the singular include the plural and vice versa, (iii) the terms “include”, “includes” “including” means “include, includes or including without limitation,” and (iv) the terms “herein,” “hereof,” “hereunder” and words of similar import shall mean references to this Agreement as a whole and not to any individual Section or portion hereof. All references to “$” or dollar amounts will be to lawful currency of the United States of America. All references to “$” or dollar amounts, or “%” or percent or percentages, shall be to precise amounts and not rounded up or down. All references to “day” or “days” will mean calendar days unless business days are explicitly stated. All references to matters “agreed in writing by the Parties” refer to other written agreements that remain effective that were entered into on or prior to the date hereof or written agreements entered into by the Parties at some later date.
   4. 10.15.Survival of Obligations. Each Party’s obligations under this Section and Sections 3 (Fees and Payments), 4.5 (Effect of Termination), 5.2 (Compliance with Laws), 5.3 (Disclaimer of Warranties), 5.4 (Responsibility for Affiliates), 6 (Confidentiality), the terms in Section 7 (Intellectual Property Rights) with respect to ownership of Intellectual Property and the irrevocable licenses, 8 (Indemnification), 9 (Limitation of Liability), 10 (Miscellaneous) shall survive the termination of this Agreement to the extent permitted by Applicable Law.