OrbitCRM Professional Services Agreement

1. SERVICES

1.1 Performance. Services Provider will perform the services specified in the SOW ("Services") in accordance with this Agreement.

1.2 Customer Responsibilities. Customer will: (i) provide qualified personnel; (ii) provide access to sites/facilities during normal business hours; (iii) provide necessary working space and office support; and (iv) provide all necessary data and materials ("Customer Materials"). Customer is responsible for the accuracy and completeness of Customer Materials.

1.3 Designated Contacts. Each party will designate a point of contact in the SOW for all matters relating to the Services.

1.4 Relationship. Services Provider acts as an independent contractor. Nothing here establishes an employment, agency, partnership, or joint venture. Services Provider is solely responsible for all taxes, National Insurance, and statutory obligations arising from its personnel.

2. PAYMENT

2.1 Fees and Expenses. Customer will pay fees set forth in the SOW and reimburse reasonable travel and lodging expenses.

2.2 Payment Terms. Customer will pay each invoice on receipt.

2.3 Taxes. Fees do not include Value Added Tax (VAT) or other applicable taxes or duties. Customer is responsible for all such taxes (excluding taxes on Services Provider's net income).

3. OWNERSHIP

3.1 Services Provider Materials. Services Provider exclusively owns all rights, title, and interest in any tools, processes, methodologies, or documentation used or developed in performing the Services ("Services Provider Materials").

3.2 Customer Materials. Customer exclusively owns all rights to Customer Materials provided to Services Provider.

3.3 Freedom of Action. Services Provider may perform similar services for other parties, provided it maintains Customer's confidentiality.

4. CONFIDENTIALITY AND DATA PROTECTION

4.1 Confidential Information. Includes Customer/Services Provider Materials and any information designated as confidential or which should reasonably be understood as such.

4.2 Use Restrictions. Parties will only use Confidential Information to perform this Agreement and will protect it using reasonable steps (at least equivalent to the steps used to protect their own information of like importance).

5. WARRANTY

5.1 Services Warranty. Services Provider warrants Services will be performed in a workmanlike manner consistent with industry standards. This warranty lasts for thirty (30) days from completion. The sole remedy for breach is re-performance of the Services or a refund of the non-conforming portion's fees.

5.2 Disclaimers. Except as set forth in 5.1, Services Provider disclaims all other warranties, express or implied.

6. INDEMNIFICATION

Each party will defend the other against third-party claims for bodily injury or tangible property damage resulting from the negligent acts or willful misconduct of the indemnifying party.

7. LIMITATION OF LIABILITY

7.1 Exclusions. To the maximum extent permitted by law, Services Provider will not be liable for any consequential, indirect, or special damages, or loss of profits, data, or business opportunity.

7.2 Cap. Services Provider's total liability shall not exceed the amounts paid by Customer under the applicable Statement of Work.

7.3 Exceptions. Nothing in this Agreement excludes liability for death or personal injury caused by negligence, or for fraud.

8. NON-SOLICITATION

During the term and for twelve (12) months thereafter, Customer will not solicit for employment any Services Provider employees or subcontractors involved in the Services without prior written approval.

9. TERM AND TERMINATION

9.1 Term. This Agreement remains in effect until the Services in the SOW are completed or terminated.

9.2 Termination. Either party may terminate if the other fails to cure a material breach within thirty (30) days of notice.

9.3 Effect. Upon termination, Customer must pay all accrued and unpaid fees, and both parties must return Confidential Information.

10. GENERAL

10.1 Assignment. Services Provider may assign this Agreement to an affiliate or in connection with a merger or sale of assets.

10.2 Governing Law. This Agreement and any dispute or claim arising out of it shall be governed by and construed in accordance with the laws of England and Wales.

10.3 Jurisdiction. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim.

10.4 Entire Agreement. This Agreement and the SOW constitute the entire agreement and supersede all prior understandings. Any amendments must be in writing and signed by both parties.