Tolleson, Inc.
Installation, Monitoring and Managed I.T. Services
Terms and Conditions

Please read and understand all exclusions provided below. Any additions to this SOW shall be at an additional cost or provided by others.

Taxes, shipping, handling, and other fees may apply.  We reserve the right to cancel orders arising from pricing or other errors. All parking charges incurred during site visits for installation, repair, or service are not covered in this proposal, and will be billed additionally.

This Tolleson Inc Systems Integration Installation Agreement (“Agreement”) is made by and between, Tolleson Inc (“Vendor”) and the Client (each of the foregoing, individually, a “Party, and both of the foregoing, collectively, the “Parties”), for the mutual promises and conditions set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

 The “Effective Date” of this Agreement shall be the latter of the following: (a) the date that Tolleson Inc signs this Agreement; and (b) the date the Client signs this Agreement.

Typical Payment Terms are 50% mobilization upon approval and 50% upon completion unless otherwise mutually agreed upon in writing prior to scheduling. Lead Time TBD from time of contract approval and processing of mobilization payment. All work (warranty or new installation) shall be performed Monday through Friday, 8:00am to 5:00pm This proposal is not guaranteed to be NDAA Section 889 compliant. Should your business require such compliance please inform us prior to accepting this proposal so that we may ensure a compliant solution.

You represent and warrant that you (a) own the Premises or otherwise have the authority to authorize us to install such equipment in the Premises, and (b) will comply with all laws, codes, and regulations pertaining to your System or our Services.
 

Unless specifically noted otherwise in this proposal, this proposal excludes the following:

Painting, Patching or Repairs, Removal of existing cabling, Permits or Inspections, 120-volt power requirements where needed to support security, access control system, Fire System and/or CCTV system, Removing doors/ frames/ mullions, Any traffic barriers or traffic control, Any Trenching, backfill and/or compaction, Any fire alarm disconnect relay, fire alarm device or additional equipment required to meet applicable local codes, Any electrical (High Voltage) work, Any conduits, raceways, or AC power, Any lifts or lift rentals, Any required lighting needed for proper operation of CCTV cameras, Any keyways or key cylinders for locking hardware provided by Tolleson Inc, Any client computers/servers or associated computer equipment or racking, Any network switches and/or routers, Client network connectivity (any subsequent downtime, in excess of 1 hour, as a result of network related issues shall be documented and billed as a change order at standard labor rates), Any VPN network connection needed for communication to server, Any licensing as required for connection, programming or software updates.

Additional requirements:

- Any existing cabling or equipment that is to be reused for the new system has not been tested for operation, compatibility, or reliability and therefore any repair, replacement or adjustment will be at an additional cost.

- Any door that is not working properly will need to be repaired or replaced prior to work proceeding. Additional time and materials charges may apply.
- Customer will ensure that all work is clear of any asbestos which may hinder our work or pose a danger to Tolleson Inc employees.

- Customer will ensure that No area in which Tolleson Inc is installing equipment is considered or classified as hazardous or explosive.

INSTALLATION TERMS
The equipment indicated in this document will be installed in the Premises. Installation of Equipment is subject to the following conditions: (1) We can access your Premises without interruption during our installer’s normal working hours; (2) the installation may require drilling into various parts of your Premises; (3)  You will provide 110 AC electrical outlets for power equipment in locations designated by the installer, (4) There may be areas where the installer determines that it is impractical to conceal equipment wiring. In such areas, wiring will be exposed. You must within five (5) days after installation is complete, inspect your System and notify us in wiring of any problems. Otherwise, you will be deemed conclusively to have accepted our System. If asbestos or other hazardous materials (“Hazardous Materials”) are encountered during installation, installation work will cease until you, at your sole cost and expense, obtain clearance from a licensed hazardous material contractor that continuation of the work will not pose any danger to installation personnel. In no event shall we be liable for the discovery or removal of Hazardous Materials. Tolleson Inc shall not be responsible for securing the Premises during the period of installation. b. Direct Sale. You will own the Equipment we install in your Premises (such Equipment is referred to collectively as the “System”), when you completely pay the purchase price described on the front page of this document. c. Conversion of Existing System. If you currently have existing and compatible equipment, we may utilize such equipment. We may elect to repair or replace your non-functioning existing equipment to provide our services and you agree to pay our current charges for replacement equipment and that any repairs needed to make the existing system operational will be performed on a time and material basis. We do not warrant equipment we do not install. d. Risk of Loss. Tolleson Inc is not liable or responsible for any damage to our Equipment, or any loss of or casualty to the Equipment from any cause beyond our control.

YOU AGREE THAT EXCEPT FOR THE LIMITED INDEMNITY PROVIDED IN PARAGRAPH 16 BELOW: (A) WE ARE NOT AN INSURER OF YOU, PERSONS WORKING OR OTHERWISE PRESENT AT YOUR PREMISES, OR OF YOUR PREMISES OR ITS CONTENTS; (B) IT IS YOUR RESPONSIBILITY TO OBTAIN ADEQUATE INSURANCE COVERING YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES, INVITEES AND OTHER AFFECTED PERSONS AND PROPERTY; (C) OUR SERVICE CHARGERS ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE SERVICES WE PROVIDE AND OUR LIMITED LIABILITY UNDER THIS CONTRACT, AND NOT ON THE VALUE OF YOUR PREMISES OR ITS CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT OR SEVERITY OF PERSONAL INJURY (INCLUDING DEATH) TO AFFECTED PERSONS; AND (D) THE SYSTEM AND SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS, INCLUDING OUR NEGLIGENCE OR OTHER FAULT. WE CANNOT PREDICT THE POTENTIAL AMOUNT, EXTENT, OR SEVERITY OF ANY DAMAGES OR INJURIES THAT MAY BE INCURRED WHICH COULD BE DUE TO THE FAILURE OF THE SYSTEM OR SERVICES TO WORK AS INTENDED, AS SUCH (I) YOU AGREE THAT THE LIMITES ON OUR LIABILITY, AND THE WAIVERS AND INDEMNITIES SET FORTH IN THIS CONTRACT ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES BETWEEN YOU, US AND ANY AFFECTED THIRD PARTIES; (II) YOU WILL LOOK EXCLUSIVELY TO YOUR INSURER FOR FINANCIAL PROTECTION AND LIABILIITIES, YOU WILL WAIVE ALL RIGHTS AND REMEDIES AGAINST US, INCLUDING SUBROGATION, THAT YOU, ANY INSURER, OR OTHER THIRD PARTY MAY HAVE DUE TO ANY LOSSES OR INJURIES YOU OR OTHERS INCUR

MONITORING SERVICES
If you have subscribed to Monitoring, we shall program the alarm system to communicate to our monitoring facility (“Central Station”). When the Central Station receives an alarm signal from your System (an “Alarm Event”), we will make reasonable efforts, consistent with local laws and our response policies, to contact the appropriate local emergency response provider. (“Emergency Response Provider” or “ERP”). And the first person designated on your Subscriber Sheet. In the event a burglar alarm signal or fire signal registers at the Central Station, we may, in our sole discretion, endeavor to contact the Premises by telephone to verify that the Alarm Event is not a false alarm. Some local governments may place conditions or restrictions on their dispatch of ERPs in response to an Alarm Event, and such conditions or restrictions may require that additional measures be taken to verify the Alarm Event before dispatch. We do not guarantee that such additional measures will be successful, or that Emergency Response Providers will be dispatched should an Alarm Event occur. In the event a supervisory signal or trouble signal registers at our Central Station, we shall endeavor to notify the Premises, or the first available person designated on your Subscriber Sheet. Subscribers understand it is their sole responsibility to keep their information up to date by either directly updating the Central Station or through a Tolleson Rep. Such events shall be documented and subscriber releases Tolleson, Inc. from any fault or harm as to the accuracy of notification mediums or call trees present with the central station database during an Alarm Event or other such emergency. We may, without notice to you, in response to governmental or insurance requirements, or otherwise in our sole discretion, alter, amend, or discontinue any of our policies and procedures for alarm response. If your police or fire department now or in the future requires physical or visual verification of an emergency condition before responding to a request for assistance, you agree to subscribe to such service if provided by us, or otherwise comply with such requirements. We may charge an additional fee for such services. In addition, we are subject to various governmental regulations and industry standards designed to reduce false alarms. These regulations and standards may result in practices and procedures that delay the notification of authorities of alarm activations, including, without limitation, programmed delays in your System’s communication with our Central Station.

MANAGED SERVICES
This Tolleson Inc Managed Services Agreement (“Agreement”) is made by and between, Tolleson Inc (“Vendor”) and the Client (each of the foregoing, individually, a “Party, and both of the foregoing, collectively, the “Parties”), for the mutual promises and conditions set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The “Effective Date” of this Agreement shall be the latter of the following: (a) the date that Tolleson Inc signs this Agreement; and (b) the date the Client signs this Agreement.

1.             CLIENT ACKNOWLEDGEMENT. Client agrees that Vendor may communicate with and obtain any necessary Client consents or approvals from the Primary Client Contact designated above regarding this Agreement and the Services. Client may change the designated Primary Client Contact by providing seven (7) calendar days’ notice to Vendor. The Client and Tolleson Inc will mutually agree upon the exact placement of all devices during walk through of the project prior to installation. The client gives permission to have Tolleson remote control installed on all PC's during any project or service work to include those within the immediate or adjacent work vicinity.

2.             SERVICE PACKAGE APPLICABLE TO THIS AGREEMENT. Vendor provides four distinct packages of managed services: (a) the Basic Package; (b) the Advanced Package; (c) the Pro Package; and (d) the Enterprise Package. The services offered by Tolleson Inc in connection with each package are identified and described in Exhibit 1 to this Agreement. Additional Add-ons are available per the Client needs and requests.

3.             PRICING. Pricing for each managed services package is based on the number devices monitored by Vendor, which shall be billed at the highest number reported to any platform or portal Vendor utilizes to deliver services on the following month’s billing cycle.

4.             LOCATION(S). The Services provided by Tolleson Inc may include multiple locations, which Client agrees to disclose during initial discussions or onboarding activities to be considered for coverage under this MSA. All parking charges incurred during site visits for installation, repair, or service are not covered in this proposal, and will be billed additionally.

5.             TERM. The initial term of this Agreement (“Initial Term”) shall commence on the Effective Date and continue for twelve (12) months on a month-to-month basis unless terminated in writing 30 days prior to the next renewal month. Thereafter, this Agreement shall automatically renew for an additional one (1) month period (each a “Renewal Term”), without notice or other action by either Vendor or the Client, until terminated pursuant to Section 11 below.

6.             PROVISION OF SERVICES. During the Term and each Renewal Term, and subject to the terms of this Agreement, Vendor agrees to provide the Services for each Location. The Services will be provided remotely unless the Client and Vendor agree otherwise. Any Services performed in-person at a Location (“In-Person Services”) will be included, however, subject to one or more of the following charges:

7.             ADDITIONAL SERVICES. The Client may request that Vendor provide additional services not included within the scope of this Agreement (“Additional Services”). The provision of Additional Services shall be governed by a separate Statement of Work between the Parties and must be in writing for final approval before any charges may be presented to the Client.

8.             INVOICING AND PAYMENT. Vendor will invoice the Client on a monthly basis for Services and other charges relating to the previous month. The amount of each invoice will be based upon the total number of Client workstations, Client servers, and/or Client networks monitored by Vendor, to include any hourly charges for the provision of In-Person Services, and any other applicable fees or charges. Client agrees to fill out and sign ACH payment form for Vendor to auto draft monthly expenses incurred shown on monthly invoice. Any amount not paid within thirty (30) days of receipt of the corresponding invoice by the Client (the “Due Date”) shall be subject to a late fee of the lesser of: (a) 2% per month; and (b) the highest amount permitted by applicable law.

9.             TAXES. Client shall be responsible for payment of all sales taxes on professional services, if any, levied upon the Services provided under this Agreement.

10.          SUSPENSION OF SERVICES; DISPUTE OF INVOICE AMOUNT. Notwithstanding anything to the contrary in this Agreement, if the Client does not make receive full payment of any invoice by its Due Date, Vendor may suspend performance of the Services until such payment has been made. Furthermore, to the extent that Client disputes the amount of any invoice, Client agrees to make payment to Vendor of the undisputed amount of such invoice by its Due Date.

11.          TERMINATION. Either Party may terminate this Agreement during the Initial Term or any Renewal Term by providing the other Party with at least thirty (30) days’ prior written notice. Termination of this Agreement in accordance with this Section 11 shall not affect Vendor’s right to payment of all amounts due under this Agreement through and including the effective date of termination, and Client agrees to make payment of same in accordance with services rendered until termination provided in writing.

12.          HARDWARE AND SOFTWARE. All workstations, servers, networking equipment, printers, mobile devices, and other hardware for which Services are provided by Vendor under this Agreement will be provided by the Client at the Client’s expense. Except as provided otherwise in this Agreement, software included in a selected managed services package will be provided by Vendor for the duration of the Term and included within the package price.

13.          LIMITED WARRANTY AND WARRANTY DISCLAIMER. Vendor warrants that the Services will be performed in a good and workmanlike manner. If any failure to meet the foregoing warranty appears within thirty (30) days from the date such Service is furnished, Vendor shall re-perform the Service. THE FOREGOING SETS FORTH THE EXCLUSIVE REMEDY AGAINST TOLLESON INC FOR CLAIMS BASED ON A DEFECT IN SERVICES PROVIDED UNDER THIS AGREEMENT. TOLLESON INC MAKES NO OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT, OR THE LIKE. FURTHERMORE, ANY SOFTWARE PROVIDED BY TOLLESON INC IN CONNECTION WITH THE SERVICES IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED, OR STATUTORY.

14.          LIMITATION OF LIABILITY. EXCEPT AS PROVIDED IN THIS SECTION, TOLLESON INC’S TOTAL LIABILITY TO THE CLIENT IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING WITHOUT LIMITATION FOR BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), SHALL BE LIMITED TO EXTENDS OF CURRENT TOLLESON INC LIMITED LIABILITY POLICY, OR THE TOTAL INVOICE FOR SERVICES PROVIDED WHICH EVERY IS GREATER.

15.          LOSS OF CLIENT DATA. Client agrees that it will execute proper data backup and recovery procedures before and after any Services are rendered under this Agreement or advise Vendor to perform aforementioned backups in writing prior to work initiating.  Client agrees that it will advise Vendor of any failed backup or current active backup prior to allowing access into Client environment. Client hereby releases Vendor from any liability for loss of Client’s data from any and all causes. THIS RELEASE IS INTENDED TO APPLY EVEN IF LIABILITY OR LOSS ADDRESSED IN THIS PARAGRAPH RESULTS FROM TOLLESON INC’S CURRENT CHANGE ORDER REQUEST PLACED BY THE CLIENT. SECTION 15 SHALL APPLY IN THE EVENT CLIENT IS NOT SUBSCRIBED TO OFFSITE BACKUPS LISTED BELOW IN ADDENDUM 1.

16.          THIRD PARTY CLAIM INDEMNIFICATION

a.             DEFINITIONS. FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING DEFINITIONS SHALL APPLY: (I) “TOLLESON INC PARTIES” MEANS TOLLESON INC AND ITS EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES; AND (II) “CLIENT PARTIES” MEANS CLIENT AND ITS EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES.

b.             INDEMNIFICATION BY CLIENT. CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE TOLLESON INC PARTIES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, CAUSES OF ACTION, DEMANDS, JUDICIAL OR ADMINISTRATIVE PROCEEDINGS, LIABILITIES, ERRORS, DAMAGES, COSTS, AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING FROM AND/OR RELATING TO ANY OR ALL OF THE CLIENT PARTIES’ NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, WILLFUL MISCONDUCT, VIOLATION OF ANY ORDER OR DECREE, AND/OR BREACH OF ANY OTHER COMMON LAW, STATUTORY, AND/OR REGULATORY DUTY OR CAUSE OF ACTION. FOR THE AVOIDANCE OF DOUBT, THIS SECTION 16(b) DOES NOT PROVIDE INDEMNIFICATION FOR CLAIMS BETWEEN THE CLIENT AND TOLLESON INC.

c.             INDEMNIFICATION BY TOLLESON INC. TOLLESON INC AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CLIENT PARTIES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, CAUSES OF ACTION, DEMANDS, JUDICIAL OR ADMINISTRATIVE PROCEEDINGS, LIABILITIES, ERRORS, DAMAGES, COSTS, AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING FROM AND/OR RELATING TO ANY OR ALL OF THE TOLLESON INC PARTIES’ NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, WILLFUL MISCONDUCT, VIOLATION OF ANY ORDER OR DECREE, AND/OR BREACH OF ANY OTHER COMMON LAW, STATUTORY, AND/OR REGULATORY DUTY OR CAUSE OF ACTION. FOR THE AVOIDANCE OF DOUBT, THIS SECTION 16(c) DOES NOT PROVIDE INDEMNIFICATION FOR CLAIMS BETWEEN THE CLIENT AND TOLLESON INC.

17.          INTELLECTUAL PROPERTY RIGHTS.

a.             Client acknowledges that Vendor has expended substantial time, effort, and funds to create the knowledge and expertise necessary to compile its various processes, strategies, databases, and documentation used to provide the Services. The Services, the data, and any other intellectual property that are part of the Services or any deliverable pursuant to this Agreement, including without limitation, any updates, upgrades, or modifications thereof, or any ideas, knowhow, software, or programs developed by Vendor, are and will continue to be the exclusive property of Vendor and shall not be claimed to be work-for-hire. Nothing contained in this Agreement shall be deemed to convey to Client or to any other party any ownership interest in or to the Services, or any other data or intellectual property provided or utilized by Vendor in connection with the Services.

b.             Commencing on the Effective Date and continuing until the effective date of termination of this Agreement, Vendor hereby grants to Client, and Client hereby accepts from Vendor, a limited, nonexclusive, nontransferable right to use for the conduct of Client’s business any data or intellectual property owned by Vendor which may be included in any deliverable provided by Vendor in connection with the Services. Except as expressly provided herein, Vendor reserves all rights, title, interests, and licenses not expressly granted in this Agreement. In particular, and without limiting the foregoing, nothing in this Agreement will be deemed to convey to the Client the legal title to any Vendor, software, or intellectual property owned or licensed by Tolleson Inc or any third party.

18.          COLLEGIALITY. Client understands and acknowledges that support Services may be provided by Tolleson Inc representatives via telephone or other method of voice-based communication (each, a “Support Call”). If profanity or other abusive language is used during a Support Call by any of the Client Parties, Client agrees that the Tolleson Inc representative may terminate the Support Call immediately. Client further agrees that termination of a Support Call under these circumstances shall not constitute a breach of this Agreement.

19.          RECRUITING OF PERSONNEL. Tolleson Inc intends to provide personnel to provide the Services, and it is not Tolleson Inc’s intent to provide these personnel for direct hire by the Client. However, should the Client hire or contract directly with an Excluded Person, Client agrees to pay to Tolleson Inc at such Excluded Person’s hire or start date a placement fee equal to 25% of the annualized compensation of such Excluded Person. “Excluded Person” means any individual who has been employed by Tolleson Inc within twelve (12) months prior to being hired or engaged by the Client and who has provided or been involved with the provision of any Services to the Client in the performance of this Agreement.

20.          CHOICE OF LAW, FORUM SELECTION CLAUSE, AND VENUE SELECTION CLAUSE. Any and all disputes arising out of and/or relating to this Agreement shall be interpreted and construed in accordance with the laws of the State of Tennessee, without giving effect to conflicts of law principles. The Parties hereby covenant and agree that exclusive forum, venue, and jurisdiction of any action brought arising out of and/or relating to this Agreement shall lie with any state or federal court of competent jurisdiction in Davidson County, Tennessee, and the Parties hereby absolutely and irrevocably submit to the personal jurisdiction of such court. For the avoidance of doubt, the Parties agree that this Section 20 contains both a forum selection clause (State of Tennessee) and a venue selection clause (Davidson County, Tennessee).

21.          COSTS AND ATTORNEYS’ FEES. In the event any suit or other legal proceeding is brought arising from and/or relating to any of the provisions of this Agreement, the Parties hereto agree that the prevailing Party shall be entitled to recover from the other Party, upon final judgment on the merits, reasonable attorneys’ fees and expenses, including attorneys’ fees required to enforce such judgment, and/or for any appeal, and costs incurred in bringing such suit or proceeding.

22.          NO ORAL MODIFICATIONS. This Agreement cannot be altered, amended, or modified in any respect, except by a writing duly executed by the Parties via written signatures or via a nationally-recognized digital signature service such as DocuSign. An exchange of emails, even if the emails identify the sender in the “from” fields and/or the bodies of such emails include digital signatures or email signature blocks, shall not constitute a signed writing under this Section 22, except that modifications, alterations, or amendments permitted by this Section 22 may be transmitted as attachments to emails.

23.          WAIVER; CUMULATIVE RIGHTS AND REMEDIES. Any provision of this Agreement may be waived only by a written instrument executed by or on behalf of the Party waiving compliance. The failure of either Party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision and shall not affect the validity of this Agreement or any part hereof or the right of either Party to enforce each and every provision. Any waiver of any breach of this Agreement shall not constitute a waiver of any other and/or subsequent breach. Unless otherwise specified herein, the rights and remedies provided in this Agreement are cumulative and the exercise of any one right or remedy by either Party shall not preclude or waive such Party’s right to exercise any or all other rights or remedies.

24.          COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument, and either Party hereto may execute this Agreement by signing any such counterpart. A true and correct copy of this Agreement shall have the same force and effect as if an original.

25.          TIME IS OF THE ESSENCE. Time is expressly of the essence as to each and every term and condition of this Agreement.

26.          TITLES AND CAPTIONS; INTERPRETATION OF AGREEMENT. Section and paragraph titles or captions are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement or any provision. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the words “herein,” “hereof,”

“hereunder,” and other words of like import shall refer to the whole of this Agreement and not to any particular Section or clause of this Agreement.

27.          ENTIRE AGREEMENT. This Agreement (including the Exhibit to same) contains the entire agreement and understanding between Tolleson Inc and Client regarding the subject matters set forth herein and supersedes all previous negotiations, discussions, and understandings regarding such matters.

28.          NO RELIANCE. Except as expressly stated in this Agreement (including the Exhibit to same), Client acknowledges and represents that it has neither received nor relied on any promise, inducement, representation, or other statement by or from any of the Tolleson Inc Parties as an inducement to execute this Agreement.

29.          SEVERABILITY OF PARTS. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or incapable of being enforced due to any law or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any provision of this Agreement is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement to affect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable law to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

30.          CONFIDENTIALITY. Each Party agrees not to disclose to third parties, or such Party’s employees, agents, contractors, or representatives without a need to know, information received from the other Party which has been identified as proprietary or confidential, or which by the nature of the circumstances surrounding disclosure, should in good faith be treated as proprietary or confidential, including without limitation information regarding the other Party’s customers, business, pricing, know-how, documentation, manuals, or other printed material (collectively, “Confidential Information”). Notwithstanding the foregoing, the confidentiality obligations of this Section 30 do not extend to information that: (a) was already in the possession of the Client at the time of disclosure by Tolleson Inc (or than the existence and terms of this Agreement, including without limitation amounts charged hereunder, which shall be subject to this Section 30); (b) is independently developed by the Client without use of or reference to Confidential Information; (c) becomes known publicly, before or after disclosure, other than as a result of any of the Client Parties’ improper action or inaction; or (d) is approved for release in writing by Tolleson Inc.

31.          DISPUTE RESOLUTION; ARBITRATION. Any disagreements, requests for indemnification, and/or any other disputes or causes of action of any kind whatsoever which arise between or among the Parties arising from or relating to this Agreement, the performance thereof, and/or any breach thereof, which the Parties do not first settle on an informal basis within 60 days from the date written notice of the dispute is tendered, shall be settled by one arbitrator in accordance with American Arbitration Association's Commercial Arbitration Rules and Mediation Procedures then in effect (the “AAA Rules”) and the Federal Arbitration Act. The arbitration shall be held in Nashville, Davidson County, Tennessee. The arbitrator shall be selected by the Parties by agreement, and if the Parties cannot reach an agreement, pursuant to the AAA Rules. The decision of the arbitrator will be final and binding on the Parties, and judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Client and Tolleson Inc agree that arbitration of disputes between them is a superior dispute resolution mechanism to litigation and each Party waives any right to a jury trial or bench trial to resolve said dispute. The arbitrator shall award all fees and expenses, including reasonable attorneys’ fees, to the prevailing Party. Notwithstanding anything herein to the contrary, nothing in this Section 31 shall prevent either of the Parties from seeking injunctive and/or equitable relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

32.          ASSIGNMENT. No interest or right of Client under this Agreement shall be assigned or transferred in any manner by Client for any reason whatsoever without the prior written consent of Tolleson Inc, which shall not be unreasonably withheld. Any assignment made in violation of this Section 32 shall be null and void and without force or effect.

33.          NOTICES. All notices relating to this Agreement shall be provided by email from an authorized client representative to be considered by Tolleson Inc.

34.          SURVIVAL. The terms, conditions, rights, and obligations contained in this Agreement that, by their sense and context, are intended by the Parties to survive the performance hereof, shall survive the termination of this Agreement, including without limitation Sections 8, 9, 10, 13, 14, 15, 16, 17. 19, 20,

21, 23, 24, 28, 30, 31, and 33.

35.          SERVICES. Quantity or Pricing for services listed in the below table (Addendum 1) may change without written notice to Party during initial contract term. Client agrees the total sums for each service will be billed at the highest number of workstations and/or servers reported during the given 30-day billing cycle. All pricing is subject to verification by Tolleson Inc for the following conditions, but not limited to; OS version, hardware specifications, intended use by Party, and hardware services rendered by Tolleson Inc to understand either physical or virtual machines. Party agrees Tolleson Inc can reclassify with written notice to Party for accurate tracking. Tolleson Inc may adjust pricing in Addendum 1 that will supersede pricing found in
section 3.