Uptomize and Client may be individually referred to as a "Party" or collectively as the "Parties."

1. Scope of Services

Uptomize agrees to provide consulting services ("Services") to Client as described in the statement of work ("SOW") section of this proposal. The SOW shall specify the services to be performed, project timelines, deliverables, and any additional terms agreed upon by the Parties. Any modifications to the SOW must be made in writing and agreed upon by both Parties.

2. Compensation and Payment

Client agrees to pay Uptomize the fees specified in the SOW for the Services provided. Payment terms, including the frequency and method of payment, are outlined in the SOW. Uptomize reserves the right to suspend or terminate Services for non-payment or late payment of fees.

3. Expenses

In addition to any compensation received, the Company shall reimburse the Consultant for all reasonable travel, lodging, meals, and other prior approved out-of-pocket expenses incurred or paid by the Consultant in connection with the performance of its Services under this Agreement.

4. Confidentiality

During the course of providing the Services, Uptomize may have access to confidential information of Client. Uptomize agrees to keep all such information confidential and not disclose it to any third party without the prior written consent of Client, except as required by law.

5. Intellectual Property

Unless otherwise specified in the SOW or a separate written agreement: Customer retains all rights, title and interest in and to its proprietary data (“Customer Data”) which may be used to provide Services. Uptomize retains all right, title and interest in and to all deliverables resulting from performance of the Services, including all knowhow, methodologies, designs and improvements, but excluding any Customer Data incorporated into any such deliverable. Uptomize hereby grants Customer a non-exclusive license to use any deliverables or work product created hereunder in connection with Customer’s internal training.

6. Limitation of Liability

In no event shall either Party be liable to the other Party for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement, regardless of the cause of action or theory of liability, even if advised of the possibility of such damages.

7. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the completion of the Services or until terminated by either Party upon written notice. Either Party may terminate this Agreement for material breach by the other Party, provided that a written notice specifying the breach is given, and the breaching Party fails to cure such breach within 90 days.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of California. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in California.

9. Entire Agreement

This Agreement, along with any attached exhibits or SOWs, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.