Services
Trinet shall provide to Client the services (the “Services”) as defined in this Agreement (a “SOW”). Any material changes to the Services or applicable SOW shall be considered a “Change Order” and shall only become effective upon Trinet’s acceptance of such Change Order. Trinet shall designate employees or contractors that it determines, in its sole discretion, to be capable of performing the Services.

Client shall cooperate with Trinet in its performance of the Services and provide Trinet access to Client’s premises, employees, contractors, technology, software, and equipment as required to enable Trinet to provide the Services. Client shall appoint one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement. Client’s final approval of Services provided by Trinet for each SOW or Change Order shall constitute complete acceptance and satisfaction by Client of such Services provided.

Data Protection and Privacy
Trinet agrees to abide by and maintain adequate data security measures consistent with applicable industry standards, commercial best practices, and as required by the terms and conditions of this Agreement. Trinet will only collect, use, retain, or disclose personal information belonging to Client for the purpose of providing the Services, for which Client provides or permits personal information access or in accordance with Client’s instructions. Trinet will not collect, use, retain, disclose, sell, or otherwise make such personal information available for Trinet’s own commercial purposes. If a law requires Trinet to disclose such personal information for a purpose unrelated to the Services, Trinet will first inform Client of the legal requirement and give Client an opportunity to object to or challenge the requirement, unless the law prohibits such notice. Trinet will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services or another compatible operational purpose, and agrees to keep all personal information accessed in the course of providing Services strictly confidential. Trinet must promptly comply with any Client request or instruction requiring Trinet to provide, amend, transfer, or delete Client’s personal information, or to stop, mitigate, or remedy any unauthorized processing of Client data associated with providing the Services. Trinet will reasonably cooperate and assist Client with meeting the Client’s obligations relating to consumer rights requests under applicable privacy laws to the extent that Trinet has custody or control of personal information relevant to any such request, taking into account the nature of Trinet’s processing and the information available to Trinet. For the purposes of these terms, the term “personal information” is defined consistent with the California Consumer Privacy Act of 2018, as amended from time to time.

Invoicing and Payment
Trinet will invoice Client for Services according to the applicable billing and payment arrangements specified in each SOW. Client shall pay the fees set out in each applicable SOW in accordance with the payment terms provided thereof, in addition to any additional billing and payment terms provided hereunder.

For Trinet monthly billing arrangements, Trinet will invoice Client on a monthly basis for Services, with final invoice upon completion of such Services. Client will also be invoiced monthly for any additional hourly labor pursuant to the terms of this Agreement. Net amounts billed shall be due and payable within thirty (30) days after receipt of such invoice. Payment for amounts due shall constitute payment for Trinet’s full performance of the Services. Client is invoiced for actual quantities expected for the upcoming month. Agreement Pricing is based on quantities at the time of this proposal and are subject to change prior first service to first invoice if quantities or start date vary.

All balances that are not timely paid as of the date such amount is due for each invoice shall be deemed delinquent. Delinquent balances shall be subject to a one percent (1 %) interest charge or the highest such rate permitted by law, whichever is less, such charge calculated daily and compounded monthly. Trinet may also impose a twenty-five dollar ($25) late fee on any delinquent balance. Client shall also reimburse Trinet for all reasonable costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees.

Client shall reimburse Trinet for all reasonable expenses approved by Client and incurred by Trinet in accordance with each applicable SOW, accompanied by receipts and reasonable supporting documentation. Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, or changes of any kind imposed by any federal, state, or local government entity on any amounts payable by Client hereunder.

In addition to all other remedies available under this Agreement or at law (which Trinet does not waive by the exercise of any rights hereunder), Trinet shall be entitled to suspend the provision of any Services if the Client fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof.

Travel
Travel is limited to Client destinations within a two-hour radius of the nearest Trinet local office (“Local Travel”). Local Travel is subject to a minimum of one-hour travel time. For all Local Travel, Client shall pay Trinet (i) at Technical Labor Rate (as defined in this Agreement), per person for the duration of total roundtrip time between the nearest local Trinet office and Client’s intended destination for Services, and (ii) for total miles driven in connection with the Services performed at the then-current IRS rate.

Any travel to a Client destination within the continental United States that is outside of Trinet’s standard travel radius (“Non-Local Travel”) requires the prior written approval of Trinet. For approved Non-Local Travel, Client agrees to pay and shall reimburse Trinet for all mileage, airfare, lodging, vehicle rentals, meals, per diem, and other travel expenses incurred by Trinet in connection with the Services performed thereunder.

Representations and Warranty
Client hereby represents and warrants that (i) it is authorized and has all the necessary rights to enter into this agreement, (ii) there are no known rights of any third-party (including trademark, copyrights, patents or other intellectual property rights) which would be violated by entering into this Agreement, and (iii) it has the legal right to deploy and use all software, technology, and equipment provided by Client to Trinet for installation and/or support under this Agreement.

Indemnification
Client agrees to defend, indemnify, and hold harmless Trinet against any loss or expense, including, but not limited to, reasonable attorneys’ fees and costs, that Trinet may sustain as the result of: (a) any breach of Client’s representations or warranties; (b) Client’s use or attempted use of the Services in violation of this Agreement; (c) Client’s violation of any law or rights of any third party; and (d) the negligence or willful misconduct of Client or Client’s employees, agents, or contractors.

Entire Agreement
This Agreement, including and together with any related SOWs, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any SOW, the terms and conditions of this Agreement shall supersede and control.

Severability
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Term, Termination, and Survival
This Agreement shall commence as of the date stated above and shall continue thereafter until the completion of the Services under all SOWs unless (i) extended pursuant to a mutual renewal between the parties or (ii) terminated pursuant to this section.

Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”) if the Defaulting Party: (i) materially breaches this Agreement and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; (ii) becomes insolvent or admits its inability to pay its debts generally as they become due; (iii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) is dissolved or liquidated or takes any corporate action for such purpose; (v) makes a general assignment for the benefit of creditors; or (vi) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction.

Notwithstanding anything to the contrary in this section, Trinet may terminate this Agreement before Services are completed if Client fails to pay any amount when due hereunder and such failure continues for thirty (30) days after Client’s receipt of written notice of nonpayment.

Either party may terminate this Agreement without cause upon forty-five (45) days’ written notice to the other party to this Agreement and such termination shall become effective immediately on the date set forth in the written notice. Upon termination, Client shall, within 30 business days after such termination, pay Trinet on a pro-rata basis any fees then due and payable for any Services completed up to and including the date of such termination and in accordance with the applicable SOW.

Upon termination, each party shall return or certify destruction of the other party’s Confidential Information in its possession or control. Each party’s confidentiality and indemnification obligations shall survive the termination of this Agreement for a period of three (3) years.

Disclaimer of Warranty
CLIENT HEREBY ACKNOWLEDGES THAT TRINET MAY SELL OR OTHERWISE PROVIDE TO CLIENT EQUIPMENT AND/OR SOFTWARE MANUFACTURED BY THIRD PARTIES. TO THE FULLEST EXTENT PROVIDED BY LAW, TRINET DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SECURITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE FOR ALL THIRD-PARTY EQUIPMENT AND/OR SOFTWARE PROVIDED TO CLIENT PURSUANT TO THIS AGREEMENT OR ANY APPLICABLE SOW.

CLIENT’S USE OF THE SERVICES OR ANY ACTIVITIES CONTEMPLATED BY THIS AGREEMENT OR ANY SOW IS PROVIDED AT THE CLIENT’S OWN RISK AND CLIENT ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM CLIENT’S USE OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED, TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR USE. NEITHER TRINET NOR ANY PERSON ASSOCIATED WITH TRINET MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER TRINET NOR ANYONE ASSOCIATED WITH TRINET REPRESENTS OR WARRANTS THAT THE SERVICES OR ADDITIONAL ACTIVITIES OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OBTAINED WILL OTHERWISE MEET CLIENT’S NEEDS OR EXPECTATIONS. TRINET MAKES NO WARRANTIES OTHER THAN THOSE EXPRESSLY PROVIDED FOR UNDER THIS AGREEMENT.

Confidentiality
During this Agreement, each party may have access to information that is considered confidential by the other party. This information may include, but is not limited to, proprietary materials, technology, know-how, procedures, processes, protocols, specifications, strategic plans, designs, systems, software object code and source code, documentation, sales and marketing plans, results of testing, customer information, financial information, product information, proposed business arrangements, methods of operation and compilations of data (“Confidential Information”).

Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of receiving party’s breach; (b) is or becomes available to the receiving party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in the receiving party’s possession prior to the disclosing party’s disclosure hereunder; or (d) was or is independently developed by receiving party without using any Confidential Information.

Each party shall use the other party’s Confidential Information only to the extent necessary to fulfill this Agreement or any applicable SOW. Each party shall maintain the confidentiality of the other party’s Confidential Information in the same manner in which it protects its own Confidential Information of like kind, but in no event shall either party take less than reasonable precautions to prevent the unauthorized disclosure or use of the other party’s Confidential Information.

Each party is permitted to disclose the other party’s Confidential Information to its employees, contractors, and other third parties on a need-to-know basis, provided that such employees, contractors, or third parties have confidentiality obligations to that party no less stringent than those contained in this Agreement. Each party shall be and remain fully liable and responsible for its employees’, contractors’, and/or other third parties’ unauthorized disclosure or use of the other party’s Confidential Information.

Upon termination of this Agreement, each party shall return the other party’s Confidential Information and shall not use the other party’s Confidential Information for its own or any third party’s benefit. The provisions of this section shall survive the termination of this Agreement for a period of three (3) years.

Limitation of Liability
EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE FULLEST EXTENT PROVIDED BY LAW, TRINET, INCLUDING ITS AFFILIATED ENTITIES, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, LICENSEES, OR AGENTS SHALL NOT BE HELD LIABLE TO CLIENT IN ASSOCIATION WITH THIS AGREEMENT OR ANY SOW, REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, FOR ANY: INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOT WITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE;

IN NO EVENT SHALL TRINET’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO TRINET PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH HEREIN DO NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS AND/OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT. ANY CLAIM ARISING OUT OF THIS AGREEMENT MUST BE INITIATED WITHIN ONE (1) YEAR OF THE DATE THE PARTY KNEW, OR REASONABLY SHOULD HAVE KNOWN, OF THE EXISTENCE OF SUCH CLAIM AGAINST THE OTHER PARTY.

Independent Contractor Relationship
The relationship between Client and Trinet is that of independent contractor. The details of the method and manner for performance of the Services by Trinet shall be under its own control, Client being interested only in the results thereof. Trinet shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Waiver
No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Remedies
The remedies provided under this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.

No Third-Party Beneficiaries
This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Assignment
Client may not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Trinet. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement. Trinet may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the Client. Notwithstanding the foregoing, this Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns.

Governing Law
This Agreement and all related documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by and construed in accordance with the laws of the State of Michigan without regard to any conflict of laws provisions thereof.

Amendments
No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party.

Waiver of Jury Trial
EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Counterparts
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

Force Majeure
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) shortage of adequate power or transportation facilities; and (f) other similar events beyond the reasonable control of the impacted party.

The impacted party shall give notice within fourteen (14) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The impacted party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event the impacted party’s failure or delay remains uncured for a period of one-hundred eighty (180) days following written notice given by it under this section, the other party may thereafter terminate this Agreement upon thirty (30) days’ written notice.