1.                   Definitions and Interpretation

1.1          Except to the extent that context otherwise requires, the following terms shall have the meanings set forth below:

"(Referring or Sales) Agent" shall refer to a party that is authorized to conduct a sale on behalf of a seller and adhere to the terms of the seller's terms and conditions as legally and ethically required.

“Business Day” shall mean any day between Monday and Friday, inclusive.  When referred to as a form of measurement, “Business Day” shall mean the summation of hours between 08:00 a.m. and 05:00 p.m. relevant to the local time-zone of the Client and does not exceed eight (8) hours.

“Commencement Date” shall mean the date upon which an Agreement shall commence.

“Confidential Information” shall refer to the trade secrets, confidential or sensitive information or knowledge, including the confidential financial, trade, customer, product, transaction, system and processing information and data of the relevant Party.

“Deliverable” shall refer to resultant items of evidence pursuant to services rendered as set out in a Statement of Work agreed to by the Parties.

“Event of Force Majeure” shall refer to Acts of God, explosions, war or threat of war, terrorism or threat of terrorism, actions of the armed forces or government agencies pursuant to war, terrorism or threats thereof, fire, flood, adverse weather conditions, or other industrial actions irrespective of where such events occur, shortage of materials or services, detention or holding of goods by any customs authorities or any national or international airworthiness authority, riots or civil commotion, sabotage, earthquakes and natural disasters, acts, omissions, restrictions, regulations, prohibitions or measures of any governmental, parliamentary or local authority.

“Fees” shall mean the amounts payable by the Client to the Seller pursuant to an Agreement between the Parties.

“Group” in respect of any undertaking, shall mean the undertaking, any holding company of such undertaking from time to time and any subsidiary of any of the foregoing from time to time and “member of its Group” shall be construed accordingly.

 “Intellectual Property Rights” shall refer to patents, trademarks, service marks, rights in logos, rights in get-up, trade names, internet domain names, rights in designs, software, copyright (including rights in computer software) and moral rights, database rights, semi-conductor topography rights, utility models, processes, rights in know-how and other intellectual property rights, in each case whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect anywhere in the world and registered includes registrations and applications for registration.

 “Statement/s of Work” shall mean the written agreement between all Parties regarding the services rendered by the Seller in support of a Client request.

 “Milestone” shall mean, in respect of a Deliverable or Service, a date for delivery as set out in the relevant Statement of Work.

 “Quote” shall mean a written statement detailing costs to the Client for the specific Services or Deliverables as set out therein.

 “Services” shall mean the services to be supplied by the Seller to the Client pursuant to this Agreement and each Statement of Work signed by the Parties.

 “Specification” shall mean the written description for the Deliverables as set out in the Statement/s of Work.

 “Seller Rights” shall mean all Intellectual Property Rights accrued, vested in, or controlled by the Seller as of the Service Commencement Date, including for the avoidance of doubt the Intellectual Property Rights in any material licensed to the Seller by a third party.

2.            Intellectual Property

2.1          Unless expressly set out within a Statement of Work, neither Party shall have any claim or interest in the other Party’s Intellectual Property Rights.

2.2          As between the Seller and the Client, the Client shall, subject to any Seller Rights, be the sole owner of all Intellectual Property Rights in the Deliverables from the date of creation of the Deliverables. The Seller shall use its best endeavors to ensure that Deliverables do not incorporate any Seller Rights and it shall notify the Client in writing of any Seller Rights in the Deliverables at the earliest reasonable opportunity. The Seller will retain the right to use their own proprietary designs, process, and knowledge for other applications/services/clients. 

2.3          Subject to alternative provisions, the Seller hereby assigns to the Client absolutely with full title guarantee all its right, title and interest in and to the Deliverables (“Assigned Rights”), including:

(a)           the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Patents, Registered Designs and Trademarks; and

(b)           the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Rights whether occurring before, on, or after the date of this assignment.

3.            Fees, Expenses and Payment

3.1          The payment terms shall be NET 30 Calendar Days from the date of invoice unless otherwise specified on either the invoice or order form.

3.2          The Client shall, within 5 Business Days of receipt, inform the Seller in writing if the Client, acting reasonably, has a query in respect of an invoice and wishes to withhold payment of it, or a part of it. In the absence of such notice the invoice shall be deemed to have been accepted.

3.3          Any query submitted shall be discussed between the Parties’ representatives for a period of up to 5 Business Days after the invoice due date.  If the query is resolved within such period, the amount in question shall be paid immediately and if it is not resolved in such period, it shall be dealt with in accordance with the provisions of the Dispute Resolution Clause in this Agreement.

3.4          Travel related expenses will be invoiced as incurred and follow United States Department of Labor standards for travel and accommodations.  When applicable, supporting documentation and receipts will be provided.

3.5          Late Payments shall incur and require additional fees equivalent to 10% per Business Day of the relevant invoice.

3.6          Payments that exceed 90 calendar days past due may be referred to credit and/or collections agencies at the expense of the client until remittance is paid in full.

4.          Dispute Resolution

4.1        This clause will not prevent a party to an Agreement (the “Affected Party”) from: 

(a)           seeking injunctive relief in case of any breach or threatened breach by the other party of any obligation of confidentiality or any infringement by the other party to the Agreement of the Affected Party’s Intellectual Property Rights; or

(b)           commencing any proceedings where this is reasonably necessary to avoid any loss of a claim due to the statute of limitations.

If any dispute arises out of the Agreement (a “Dispute), the parties will attempt to resolve it by negotiating in good faith. The procedures set out in this Clause 12 will be followed prior to the issue of any proceedings or in relation to any Dispute concerning matters of procedure and management, subject to the caveat in the final paragraph of this clause.

4.2        Any Dispute which the parties fail to resolve within seven (7) days of its first notification by one party to the other will be referred to a Company Director of the Parties for resolution.  If the Dispute remains unresolved after referral to the Company Directors, then either party may request by notice in writing to the other party that the parties enter mediation in respect of any relevant unresolved Dispute. If the Dispute is not resolved within thirty (30) days of service of the Mediation Notice, then either party may seek immediate dissolution of an Agreement and all active Statements of Work without penalty or survivorship.  Outstanding invoices for Services rendered will be due with immediate effect.

5.          Miscellaneous

5.1        Contractual relations for services provided directly by Four Directions Consulting LLC will be governed exclusively by United States law with jurisdiction in the County of Collin, City of Plano, and State of Texas.

5.2       Contractual relations for third-party products and services will adhere to such parties own terms and conditions.