Effective January 5, 2023

Service provider
Syncritech Soteria services are provided by, and you’re contracting with:

Syncritech INC
organized under the laws of the State of New Jersey, USA, and operating under the laws of the USA

101 Eisenhower Pkwy, Suite 300
Roseland, NJ 07068
USA

WHEREAS, the Client desires to engage the Contractor to perform services for the Client, and the Contractor desires to perform such services for the Client;

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:

Services to Be Performed
The Contractor agrees to perform the services described in the Service Level Agreement, hereby attached as Appendix A (“SLA”). The Contractor will reasonably determine the method, details, and means of performing the services for the Client; the Client may specify only the desired results. The Contractor may, at the Contractor's own expense, employ any assistants or employees that the Contractor deems necessary to perform the services required of the Contractor by this Agreement, and the Client may not control, direct or supervise the Contractor's assistants or employees in the performance of those services.

Term/Effective Date/Automatic Renewal
This Agreement shall become effective when the Contractor enables the service (“Effective Date”) and shall remain in effect for the agreed-upon term from the Effective Date. Unless the Client notifies the Contractor in writing at least forty-five (45) days prior to the expiration of the Term, this Agreement shall automatically renew for one (1) year.

Compensation
In consideration for the services to be performed by the Contractor, the Client agrees to pay the Contractor as described in this Agreement. The compensation is subject to modification by mutual agreement of the Contractor and the Client, or when the service required is upgraded to the next tier. Additionally, the Contractor reserves the right to adjust service rates, subject to providing the Client with a thirty (30) day written notice. Any rate adjustments will be effective at the beginning of the month following the notice period. The compensation will be paid in advance on the first day of each month during the term of this Agreement.

Expenses
The Client will reimburse the Contractor for all reasonable direct expenses incurred by the Contractor in connection with the Agreement. For purposes of this Agreement, direct expenses are those expenses incurred by the Contractor solely for the benefit of the Client.

Scope of Obligations of the Contractor
Except as is specifically set forth in writing by the parties, the Contractor shall conform to the SLA to perform the services under this Agreement.

Independent Contractor
The Client and the Contractor expressly acknowledge and agree that the services to be provided by the Contractor under this Agreement shall be performed as an independent contractor, and not as an agent, employee, joint venturer, or partner of the Client.

Termination of Services
This Agreement may be terminated prior to the expiration hereof as follows: 

1. By either party, immediately, in the event that:
1. there are instituted proceedings by or against the other party in bankruptcy or under insolvency laws which are not vacated within ten (10) days from the date of filing; 
2. the other party makes an assignment of all or part of its assets for the benefit of creditors; 
3. the other party, if a corporation, ceases to exist; 
4. a misrepresentation is made by the other party as to the ownership or financial condition; 
5. the sale, transfer or relinquishment of any substantial interest in the ownership or active management of the other party, or an attempted assignment of this Agreement shall occur without prior written approval of the other party; 
6. the other party shall fail to inform in writing immediately on the happening of any event specified in this section.
2. By Contractor, immediately, in the event that the Client shall:
1. fail to pay any sums due to Contractor under this Agreement or otherwise or 
2. otherwise breach this Agreement or any other agreement with Contractor, and Contractor shall have given written notice of such default, and Client shall fail to remedy such breach or default within ten (10) days of receipt of such notice.
3. By Contractor, upon sixty (60) days prior written notice with or without Client defaulting under this Agreement, as long as Contractor returns a prorated portion of the prepaid fee for Contractor’s service under this Agreement.
4. By Client, immediately, in the event that the Contractor shall:
1. breach this Agreement or any other agreement with Client, and Client shall have given written notice of such default, and Contractor shall fail to remedy such breach or default within ten (10) days of receipt of such notice.
5. By Client, upon sixty (60) days prior written notice without Contractor defaulting under this Agreement, as long as Client pays an early termination fee of 50% of the remaining amount due under the Agreement.

Notice of Termination: Notice of termination under this Agreement must be given in writing and shall be deemed effectively served upon the other party when delivered via registered mail or secure electronic communication, such as a digital signature. 

Confidential Information 
During the term of this Agreement and thereafter, the Client may disclose to the Contractor trade secrets and other confidential and/or proprietary information (collectively, Confidential Information). Such Confidential Information includes, without limitation: inventions; manufacturing know-how, designs, formulae, and processes; business development plans and strategies; advertising and promotional programs; research or developmental projects; financial or statistical data; customer information, including, but not limited to, the names of the Client's customers, the nature of the Client's relationship to its customers, customer lists, sales records, account records, pricing matters, and account strategies and reports; sales and marketing plans and strategies; legal documents and records; personal medical information; information about suppliers, inventions; information disclosed to the Client by others in confidence; and any other information of a similar nature that is not known or made available to the public or to the Client's competitors. Confidential Information at all times is the exclusive property of the Client.

Contractor shall protect the Client from any and all unauthorized usage of the Confidential Information by creating and using passwords, and such passwords shall not be provided to the Client, nor to any third-party associates, unless specifically requested in writing by the Client, as long as Client is not in default under this Agreement.

Arbitration of Disputes 
In the event that any dispute or disagreement should arise with regard to any provision of this Agreement, the parties will first attempt to resolve such dispute or disagreement by good faith, informal negotiations. If such efforts are unsuccessful, such a dispute will be decided by arbitration in accordance with the rules of the American Arbitration Association.

The arbitration proceedings arising from this Agreement shall be conducted in Morris County, New Jersey, and shall be in accordance with the prevailing rules of the American Arbitration Association.

The costs and arbitrators' fees of such arbitration will be borne equally by the parties, and each party will be responsible for its own attorney's fees and other expenses. The parties agree to keep any such dispute and any proceeding related to this Agreement, including any determination of the arbitrators and any resolution of the dispute, as confidential as possible, and to that end agree not to disclose or comment on such matters except to their attorneys, accountants, other advisors, or as may be required by law. 

Dispute Resolution Mechanism
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, the parties shall first endeavor to resolve the dispute amicably through good faith negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to mediation before a mutually agreed-upon mediator, in accordance with the rules of the American Arbitration Association (AAA). The mediation shall take place in Morris County, New Jersey, or another location mutually agreed upon by the parties.

If the dispute is not resolved through mediation within sixty (60) days from the commencement of the mediation, or such longer period as the parties may agree to in writing, the dispute shall then be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration proceedings shall be conducted in Morris County, New Jersey, unless another location is mutually agreed upon by the parties. The decision of the arbitrator shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

The costs of mediation and arbitration, including the fees and expenses of the mediator, arbitrator, and AAA, shall be shared equally by the parties unless the arbitrator decides otherwise based on the parties’ respective claims and defenses. Each party shall bear its own attorneys’ fees and preparation costs.

Liability
THE CONTRACTOR DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY USAGE OF TRADE OR COURSE OF DEALING, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE CONTRACTOR SHALL IN NO EVENT BE LIABLE FOR ECONOMIC, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER CLAIMED UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY OR FOR LOSS OR DAMAGE TO THE CLIENT’S DATA OR PROGRAMMING. THE CLIENT AND THE CONTRACTOR EXPRESSLY AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OF THE CONTRACTOR FOR ALL CLAIMS UNDER THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED 100% OF THE TOTAL SERVICE FEES PAID UNDER THIS AGREEMENT BY THE CLIENT TO THE CONTRACTOR DURING THE 12-MONTH PERIOD ENDING AT THE TIME A CLAIM AROSE. ANY CLAIM AGAINST THE CONTRACTOR MUST BE BROUGHT WITHIN 180 DAYS AFTER THE CLAIM OR CAUSE OF ACTION AROSE AND ANY CLAIM NOT TIMELY BROUGHT SHALL BE DEEMED BARRED. REFERENCES IN THIS PARAGRAPH TO THE CONTRACTOR SHALL INCLUDE THE CONTRACTOR'S DIRECTORS, OFFICERS, EMPLOYEES, ASSISTANTS, CONTRACTORS, AND AGENTS. 

Entire Agreement of the Parties; Modification 
This Agreement, along with Appendix A (Service Level Agreement), Appendix B (HIPAA Business Associate Agreement), and the formal quote to be executed by the Client, constitutes the entire agreement between the parties with respect to the rendering of services by the Contractor for the Client. It supersedes any and all prior agreements, both oral and written. The formal quote details specific service aspects such as scope, pricing, and any special terms or conditions related to the services provided under this Agreement. The executed quote is deemed an integral part of this contractual arrangement and is subject to the same terms and conditions as outlined in this Appendix A, Appendix B, and Appendix C.

Each party acknowledges that no representations, inducements, promises, or agreements, oral or written, have been made by any party, or by anyone acting on behalf of any party, which are not embodied herein. Any modification of this Agreement, including any amendment to the formal quote, must be in writing and signed by both parties. Oral modifications shall not be considered valid unless subsequently ratified in writing.

Digital Signature Acceptance
Both parties hereby agree and acknowledge that signatures on this Agreement, whether digital or electronic, are considered as valid and legally binding as traditional handwritten signatures. The parties consent to using electronic signatures as a means of executing this Agreement, and such electronic signatures shall be treated for all purposes (including legal) as having the same force and effect as handwritten signatures. This Agreement and any amendments or modifications to it may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

Data Protection and Privacy
In the performance of the services under this Agreement, the Contractor agrees to comply with all applicable data protection and privacy laws and regulations. If the services involve the access, use, and/or disclosure of Protected Health Information (PHI) as defined under the Health Insurance Portability and Accountability Act (HIPAA), the Contractor agrees to be bound by the terms of the HIPAA Business Associate Agreement (BAA), hereby attached as Appendix B, which is made a part of this Agreement. The Contractor shall implement and maintain appropriate safeguards to protect the confidentiality, integrity, and availability of any PHI it receives, maintains, or transmits on behalf of the Client. Any breach or non-compliance with the provisions of Appendix B or relevant data protection laws shall be reported to the Client immediately upon discovery. The Contractor further agrees to ensure that any agents, including subcontractors, to whom it provides PHI, agree to the same restrictions and conditions that apply to the Contractor with respect to such information.

Severability
The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

Force Majeure
If the performance of either party under this Agreement is delayed or prevented at any time due to circumstances beyond the control of the other, including, without limitation, those resulting from labor disputes, fire, floods, riots, civil disturbances, weather conditions, pandemic, control exercised by a governmental entity, unavoidable casualties or acts of God or a public enemy, the performance of such party shall be excused for so long as the circumstance shall prevent such performance. If a force majeure event continues for more than ninety (90) days, either party may terminate this Agreement upon written notice to the other party, without any penalty or liability for such termination.

Governing Law/Jurisdiction/Venue
This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey. Jurisdiction and venue shall exclusively lie in the County of Morris, State of New Jersey.

Amendment Procedure
Any amendment or modification to this Agreement must be made in writing and agreed upon by both parties. The proposed amendment shall be drafted as a written document and shall clearly state the modifications to the existing terms. Both parties must provide a clear indication of agreement to the amendment, either through a formal signature or via a secure electronic acknowledgment such as an email with a scanned signature attachment or an electronic signature.

Once agreed upon, the amendment shall be annexed to this Agreement and shall become effective immediately upon the date of the last party's signature, unless a different effective date is specified within the amendment document. Amendments shall not have any retroactive effect on rights and obligations established prior to the effective date unless expressly agreed to by both parties in the written amendment.

The rest of the terms and conditions of this Agreement shall remain in full force and effect, unaltered by the amendments, except for those terms directly modified by the amendment. The amendment shall be considered as part of this Agreement and shall be subject to the same provisions regarding governing law, dispute resolution, and other overarching terms as set out in the original Agreement.