GENERAL TERMS &
CONDITIONS
AGREEMENT DETAILS

 1 : Services

During the Term (defined below), ATOMSPEED LLC will provide Client with the Managed IT Services set forth on the Managed Service Provider Agreement signed by Client, Custom Proposal, and, if requested and agreed to by ATOMSPEED LLC and Client, the services included in any Flat Fee Agreement. In the absence of a Flat Fee Agreement, any Out of Scope Work (as defined in Appendix E of the Managed Service Provider Agreement signed by Client) are considered Excluded Services.

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 2 : Duties of the Parties

1. Duties of ATOMSPEED LLC. ATOMSPEED LLC agrees to use commercially reasonable efforts to timely deliver and support the Services for Client in accordance with industry standards.
2. Duties of Client. Client agrees to (i) timely submit all payments to ATOMSPEED LLC at ATOMSPEED LLC’s address of record or place of business; (ii) provide ATOMSPEED LLC with access to Client’s facilities, including access to Client’s computer systems, according to the Client’s procedures which are provided to ATOMSPEED LLC in writing and in advance, and adequate and suitable facilities and space for ATOMSPEED LLC’s personnel to work at the Client’s facility and on such computer systems. If ATOMSPEED LLC determines that the Services require ATOMSPEED LLC to remotely access Client’s computer systems, Client agrees that it shall also provide ATOMSPEED LLC with all the information reasonably requested by ATOMSPEED LLC for ATOMSPEED LLC to remotely access Client’s computer systems. Client also acknowledges and agrees that the providing of the Services may in some circumstances result in the disruption of services at Client’s facility or on Client’s computer systems or loss or damage to software or hardware.

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 3 : Pricing and Payment

1. Pricing. The fees (hereinafter “Fees”) for services, including any hourly rates for Out of Scope Work, are set forth in each Client’s Custom Proposal and agreed to by ATOMSPEED LLC and Client as set forth in the Managed Service Provider Agreement signed by Client.
2. Payment. ATOMSPEED LLC will invoice Client on a monthly basis per each Client’s Custom Proposal and agreed to by ATOMSPEED LLC and Client as set forth in the Managed Service Provider Agreement signed by Client. Payments for all services Payments may be made via check, bank routing, or credit card and are due in advance on or before the first (1st) day of the applicable month. All Excluded Services provided to Client by ATOMSPEED LLC are due upon receipt of ATOMSPEED LLC’s written invoice(s) for such Excluded Services. ATOMSPEED LLC reconciles client accounts annually and adjusts monthly invoices as needed, with fee increases subject to Client’s written approval. ATOMSPEED LLC will have no obligation to perform any services for Client, whether included in this Agreement or otherwise, unless all charges, fees, and taxes for Services rendered under this agreement have been paid in full by Client when due. In the event of non-payment of any sum due and owing under this Agreement, ATOMSPEED LLC shall have the right to suspend or immediately terminate the providing of all Services, without notice, and ATOMSPEED LLC may determine whether or not to reinstate any Services upon receipt of payment in full of all sums owed. Any payment not received by ATOMSPEED LLC on or before thirty (30) days following the due date shall bear interest from the due date until paid in full at the lesser of one and percent (1%) per month or the maximum rate allowed by applicable law. Fees are subject to an increase of up to three (3) percent per year. All amounts shall be payable by Client to ATOMSPEED LLC without right of setoff, deduction, or demand.

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 4 : Term and Termination

This Agreement shall be effective for one (1) month, commencing on the date this Agreement is executed by Client and accepted and executed by ATOMSPEED LLC (“Effective Date”), and shall automatically renew for additional one-month periods on the last day of the one-month period. The one-month period of this Agreement (or such shorter or longer period of effectiveness as mutually agreed to by ATOMSPEED LLC and Client) is referred to as an “Effective Period” and collectively all of the Effective Periods of this Agreement are referred to as the “Term”. Either party may terminate this Agreement at any time by providing at least thirty (30) days notice (“Notice Period”) prior written notice to the other party. Client acknowledges and agrees that Client is responsible to pay monthly Fees for Service Offerings during the Notice Period, regardless if Client requests not to receive such Service Offerings during the Notice Period, at the same monthly amount as the average of the one (1) month period immediately preceding the notice of termination.

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 5 : Atomspeed LLC

ATOMSPEED LLC may immediately terminate this Agreement upon written notice to Client if Client (i) fails to make any payment to ATOMSPEED LLC when due and such failure continues for a period of five (5) labor days following written notice of such failure by ATOMSPEED LLC to Client; or (ii) breaches any other provision of this Agreement. Immediately upon the expiration or termination of this Agreement, or upon the earlier request of one of the parties, the other party shall (i) return to the other any and all equipment provided by the other party; and (ii) discontinue the use of and permanently delete from the party’s computer systems any and all of the other party’s software and other computer programs installed or provided by the other party.

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 6 : Ownership

All materials, including all copyrights, trademarks, logos and other identifying marks (collectively “Materials”) of each party are and shall remain the exclusive property of that party, and except as otherwise specifically set forth in this Agreement, no license to use such Materials is granted pursuant to this Agreement. All Materials are proprietary and may not be reproduced, duplicated or disseminated for any purpose. All non-third party software installed or provided by one of the parties for the other party’s use is proprietary software and the exclusive property of installing party.

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7 : Confidential Information

1. Pursuant to providing the Services, either party may gain access to the other party’s Confidential Information. Each party will adopt commercially reasonable measures to protect the other party’s Confidential Information provided pursuant to this Agreement. For purposes of this Agreement, “Confidential Information” means: (i) All inventions, processes, designs, trade secrets, formulas and formulations, methods, know-how, samples, test, technology, standard operating procedure and other data, and other information relating to the preclinical, clinical and pharmaceutical development, analysis, regulatory files and correspondence, manufacturing and packaging in whatever form (written, oral, visual, electronic); (ii) All sales and marketing plans, future plans, business plans, financial information, results of consultancies, contracts, customer lists and relationships, and other information which may be needed to be disclosed by each party to the other in relation to business negotiations in whatever form (written, oral, visual, electronic); and (iii) Any kind of information identified by one of the parties as Confidential Information.
2. Confidential Information does not include information which: (i) the recipient can demonstrate in writing to be rightfully known to recipient at the time it receives the information; (ii) has become publicly known through no wrongful act of the recipient; (iii) the recipient can demonstrate in writing to have been rightfully received by recipient from a third party authorized to make such communication without restriction; or (iv) has been approved for release by written authorization of the discloser. A recipient may disclose Confidential Information if required by court or government action to be disclosed; provided, however, the recipient must first provide the discloser with reasonable prior, written notice of such disclosure so that the discloser may attempt to prevent such disclosure, and that the Confidential Information shall continue to be treated as Confidential Information for all other purposes.
3. Each party undertakes to hold any and all Confidential Information in confidence and to use it exclusively for the purposes set forth in this Agreement. Neither party shall, directly or indirectly, make use of the Confidential Information of the other party without the other party’s prior, written consent.
4. ATOMSPEED LLC and Client agree, except as otherwise set forth in this Agreement and unless otherwise required by law or compelled by a court of competent jurisdiction, not to disclose to a third party, without the prior written consent of the other party, the Confidential Information, including the terms and/or conditions of this Agreement, including, without limitation, not disclosing or sharing a copy of this Agreement with any third party. ATOMSPEED LLC agrees to protect the confidentiality of Client’s Confidential Information provided to ATOMSPEED LLC per terms of ATOMSPEED LLC’s standard Confidentiality Policy.

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 8 : Hiring of Atomspeed LLC's Employees

In the absence of ATOMSPEED LLC’s prior written consent, and for a period of twelve (12) months following the expiration or termination of this Agreement, for any reason whatsoever, Client agrees not to hire or engage, directly or indirectly, any person who, at any time during the twelve (12) months immediately preceding such hiring or engagement, was an employee of ATOMSPEED LLC employed to perform the Services or other services similar to the Services for any customer of ATOMSPEED LLC. ATOMSPEED LLC and Client agree that the damages from a breach of this Section would be difficult to ascertain. Therefore, in the event Client breaches this provision, Client agrees to pay ATOMSPEED LLC, as liquidated damages and not as a penalty, a sum equal to twenty-four (24) months pay for each former employee of ATOMSPEED LLC hired by Client, at the rate paid by ATOMSPEED LLC for the last full month of such employee’s employment with ATOMSPEED LLC. In addition, ATOMSPEED LLC shall be entitled to temporary and permanent injunctions in order to prevent or restrain any such violation of this Section by the Client or its partners, agents, representatives, servants, employers, employees and any and all persons directly or indirectly acting for or with the Client. These remedies shall be in addition to, and not in limitation of, any other rights or remedies afforded to ATOMSPEED LLC under this Agreement or available to ATOMSPEED LLC at law or in equity.

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 9 : Force Majeure

Except for payment obligations, the parties shall not be responsible for failure to render any obligation due to causes beyond its reasonable control, including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, floods, war, acts of terrorism, delays in transportation, accident, failure of Client to provide a suitable operating environment for ATOMSPEED LLC, hardware malfunctions caused by defects in software or otherwise, failure of Client to allow ATOMSPEED LLC access to its computer system, acts of God and other similar occurrences. The obligations and rights of the parties shall be extended on a day-to-day basis for the duration of excusable delay.

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 10 : Representations and Warranties

Each party represents and warrants to the other party that (i) it has the full right, power and authority to enter into and to perform this Agreement; (ii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action; (iii) this Agreement constitutes a valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally; and (iv) the execution, delivery and performance of this Agreement does not or will not violate or cause a breach or default under (a) the governing corporate or company documents of such party; (b) any agreement, lease, mortgage, license or other contract to which such party is a party; or (c) any law, rule, regulation, order, decree or consent action by which such party is bound or to which it is subject.

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 11 : Disclaimer of Warranties

ATOMSPEED LLC DOES NOT WARRANT THE UNINTERRUPTED OR ERROR-FREE OPERATION OR PROVISION OF THE SERVICES, THAT THE SERVICES WILL BE FREE FROM INTERRUPTION, THE SERVICES WILL BE SECURE FROM UNAUTHORIZED ACCESS, THAT THE SERVICES WILL DETECT EVERY SECURITY OR OTHER VULNERABILITY OF CLIENT’S COMPUTER SYSTEMS, OR THAT RESULTS GENERATED BY THE SERVICES WILL BE ERROR-FREE, ACCURATE OR COMPLETE. ALL INFORMATION, MATERIALS AND SERVICES ARE PROVIDED TO CLIENT “AS IS”. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, COMPANY NAME HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. The Services may become unavailable due to any number of factors, including, without limitation, scheduled or unscheduled maintenance, technical failure of the software, telecommunications infrastructure, or the unavailability or interruption of access to the Internet. The disclaimers set forth in this Section shall apply regardless of whether (i) ATOMSPEED LLC determines that Client’s computer systems are deemed “secure”, (ii) Client performs such modifications to its computer systems as ATOMSPEED LLC reasonably suggests in order for Client’s computer systems to be deemed “secure”, or (iii) otherwise.

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 12 : Limitation of Liability

ATOMSPEED LLC WILL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES: ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ATOMSPEED LLC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFITS, LOSS OF DATA, EQUIPMENT DOWNTIME, OR LOSS OF GOODWILL. CLIENT ACKNOWLEDGES AND AGREES THAT ATOMSPEED LLC’S AGGREGATE LIABILITY TO CLIENT FOR ANY DAMAGES, LOSSES, FEES, CHARGES, EXPENSES AND/OR LIABILITIES ARISING OUT OF WITH THIS AGREEMENT AND/OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT PURSUANT TO THIS AGREEMENT FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST OCCURRENCE OF THE APPLICABLE DAMAGES, LOSSES, FEES, CHARGES, EXPENSES AND/OR LIABILITIES.

Client acknowledges that the limitations on liability were specifically bargained for and are acceptable to Client. Client’s willingness to agree to the limitations of liability set forth in this Section was material to ATOMSPEED LLC’s decision to enter into this Agreement. The limitations on liability set forth in this Section shall be enforceable to the maximum extent permitted by applicable law.

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 13 : General Terms

This Agreement is the entire agreement between ATOMSPEED LLC and Client and supersedes any prior understandings or written or oral agreements between ATOMSPEED LLC and Client with respect to the subject matter of this Agreement. This Agreement may only be amended or changed pursuant to a written document duly executed by both ATOMSPEED LLC and Client. No waiver of a breach of any provision of this Agreement by any party shall be construed as a waiver of a subsequent breach of the same or any other provision of this Agreement. Client’s obligation to pay for any Services or other services received by ATOMSPEED LLC and each of the provisions of Section 3, 5 through 7, and 10 through 13 shall survive the expiration or earlier termination of this Agreement. The invalidity of any provision of this Agreement shall not affect the enforceability of the remaining Agreement or any other provision of the Agreement. All exhibits and schedules to this Agreement are true, correct and hereby incorporated into by reference and made a part of this Agreement. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by ATOMSPEED LLC and Client and their successors and permitted assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement unless otherwise specifically agreed to in writing by ATOMSPEED LLC and Client. This Agreement and the rights and obligations of the Parties are not assignable without the prior written consent of the other Party. Any attempt by one of the Parties to assign any this Agreement or any right, duty, or obligation which arises under this Agreement, without such consent, will be void. This Agreement shall not be construed to give any person other than ATOMSPEED LLC and the Client any legal or equitable right, remedy or claim under or with respect to this Agreement. This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each party will act as an independent entity and not as an agent of the other party for any purpose, and neither will have the authority to bind the other. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and of equal force and effect, and all of which taken together shall constitute one and the same instrument. The parties reserve the right to maintain an executed copy of this Agreement in electronic form only, and agree that a print-out of such electronic form of this Agreement will be deemed an original for all purposes relating to the enforceability of the terms and conditions of this Agreement.

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 14 : Notices

All notices required pursuant to this Agreement shall be written and shall be delivered by (i) hand-delivery; (ii) nationally recognized overnight delivery service (such as FedEx, UPS, DHL, or USPS Express Mail); or (iii) electronic mail with verification of receipt. All such notices and other communications shall be addressed to the other party at the address set forth in this Agreement or to such other address as a party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered (i) on the date delivered if by hand-delivery; (ii) on the date delivered or the date delivery is refused by the recipient, if by nationally recognized overnight delivery service; or (iii) upon verification of receipt if by electronic mail.

 15 : Dispute Resolution

Except as otherwise specifically set forth in this Agreement, the parties hereby agree to resolve any and all controversies, claims and/or disputes arising out of this Agreement and/or any Services (each, a “Dispute”) solely pursuant to the terms of this Section.

1. Management Resolution. All Disputes shall first be referred to the parties’ authorized representatives for discussion and resolution of the Dispute (“Management Resolution”), which representatives are the individuals who have executed this Agreement on behalf of their party.
2. Arbitration. If Management Resolution fails to resolve the Dispute, then the Dispute shall be resolved by final, binding arbitration (“Arbitration”) in Hall County, Georgia, administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules.
3. Governing Law; Venue; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia (without giving effect to principles of conflicts of laws). For any action to compel Arbitration, enforce an Arbitration award or seek injunctive relief pursuant to this Agreement, the parties hereby expressly consent to the (i) venue of Hall County, Georgia, USA, and each party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise; and (ii) jurisdiction of the state and/or federal courts in and/or for Hall County, Georgia, USA.
4. Prevailing Party Attorney’s Fees. In the event of any Arbitration, action to compel Arbitration, action to enforce an Arbitration award or action to seek injunctive relief pursuant to this Agreement, the prevailing party in such proceeding shall be entitled to an award of their reasonable attorneys’ fees and costs for each such proceeding, including the Arbitration, trial and for all levels of appeal.
5. Injunctive Relief; Cumulative Remedies. Each party agrees that a violation or breach of any of the ownership or non-disclosure provisions of this Agreement could cause irreparable harm t o the non-breaching party for which monetary damages may be difficult to ascertain or an inadequate remedy. Therefore, each party will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of the ownership or non-disclosure provisions of this Agreement, and each party hereby expressly waives any objection, in any such equitable action, that the other party may have an adequate remedy at law. The rights and remedies set forth in this Agreement are cumulative and concurrent and may be pursued separately, successively or together.