Master Service Agreement

This Master Service Agreement is the Master Service Agreement referred to in the attached Statement of Work between Insignis BPO
LLC and the Customer listed in such Statement of Work, and is incorporated into, made a part of, and includes such Statement of Work.
RECITALS
Insignis is in the business of providing business process outsourcing and related services and consulting services (the
Business) to its customers, including the Services contemplated herein;

B.

Customer has engaged Insignis to provide the Services to Customer, pursuant to Statements of Work; and

C.

The Parties desire to establish a mechanism for the implementation of such Statements of Work and agree upon the standard
provisions that will govern each Statement of Work.

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A.

Accordingly, the Parties, each intending to be legally bound, and in consideration of the mutual agreements and covenants
contained herein, hereby agree as follows:

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SECTION 1. DEFINITIONS
Accountancy is defined in Section 2.6.

1.2

Agreement means each Statement of Work signed by Customer and approved by Insignis, plus this Master Service
Agreement, the terms of which are incorporated into each Statement of Work.

1.3

Affiliate is defined in Section 2.5.

1.4

Breach is defined in Section 8.1.

1.5

Claims is defined in Section 12.4.

1.6

Confidential Information means with respect to each Party certain information not generally known to the public, regardless
of whether such information is specifically identified as confidential and whether or not such information is received prior to the
Effective Date, including but not limited to intellectual property, technical data, documentation, works of authorship,
specifications, computer software, source and object code, flow charts, databases, inventions, improvements, research, knowhow, show-how, designs, processes, procedures, formulae, drawings, diagrams, photographs or other graphic depictions,
plans, specifications, prototypes and models and any other tangible manifestation of the foregoing, whether or not patentable
or copyrightable, operation manuals or other instructions, and trade secrets of the Parties, financial, pricing or marketing
information, business plans, records, Customer Data, Customer Materials, Insignis Materials, Insignis Software, third-party
software used or provided by Insignis, Customer software, information that the disclosing Party specifies as confidential and
provides to the receiving Party, the terms of this Agreement and the Statement of Work, and any other information that a
reasonable business person would deem confidential. Confidential Information shall also include any notes, reports or other
documents based upon or derived from the Confidential Information. Confidential Information excludes information that is (i)
in the public domain prior to the Effective Date or prior to the receiving Partys receipt of such information from the disclosing
Party, an affiliate thereof or a third party under confidentiality obligations thereto, whichever is earlier, or which subsequently
came into the public domain through no act or omission of the disclosing Party or others who were under confidentiality
obligations to the disclosing Party or an affiliate thereof; (ii) rightfully received by either Party from a third party, such party
being free of confidentiality obligations; (iii) already in the receiving Partys possession and lawfully received from sources
other than the disclosing Party or an affiliate thereof, prior to the Effective Date or prior to the receiving Partys receipt of such
information, whichever is earlier; (iv) independently developed by the receiving Party prior to the Effective Date or prior to the
receiving Partys receipt of such information; or (v) approved in writing for release or disclosure without restriction by the
disclosing Party.

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1.7

Contractor is defined in Section 12.9.

1.8

Customer Business Relations means employees, consultants, clients, customers, vendors, suppliers, independent
contractors, business referral sources or other personnel, including current Customer Business Relations and former
Customer Business Relations of which Insignis became aware through its dealings with Customer.

1.9

Customer Data means all Confidential Information of Customer as well as all data and information (i) submitted to Insignis by
Customer; (ii) specifically developed or produced by Insignis or Insignis agents solely for Customer in connection with the
Services and/or a Statement of Work; or (iii) information relating to Customers customers, employees, third-party vendors,
technology, operations, business affairs and finances, but excluding in (i), (ii) and (iii) above any Insignis Software, any thirdparty software, Insignis Materials and Insignis Confidential Information.

1.10

Customer Equipment means any equipment provided by Customer to be used by Insignis in connection with its provision of
the Services to Customer.

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Customer Materials means all systems, materials, documentation, manuals, guidelines, literary works or works of authorship,
business or other processes, methodologies, tools, programs, patents, designs, drawings, charts, graphs, machine readable
text and files, trademarks and service marks (whether or not registered), copyrights, database rights, inventions, drawings,
performances, computer programs, program tools, software, applications, computer code (in object code and source code
form), utilities, know-how, show-how, screen layouts, Confidential Information of Customer, business names, or other items,
which, immediately prior to the Effective Date, were licensed, owned or used by Customer to perform functions equivalent or
similar to the Services.

1.12

Customer Requested Third Party Modifications is defined in Section 4.6(c).

1.13

Customer Third Party Resources is defined in Section 4.1(c).

1.14

Customer Work Product is defined in Section 4.6(a).

1.15

Deliverable means a product, Service, or other item to be delivered to Customer pursuant to a Statement of Work, excluding
Insignis Materials and Insignis Confidential Information.

1.16

Facilities means property including personal property owned, leased or operated by Customer, including buildings owned,
leased or operated by Customer, and which may be used by Insignis, as applicable, to perform and/or deliver Service.

1.17

Force Majeure is defined in Section 12.1.

1.18

Insignis Business Relations means employees, consultants, clients, customers, vendors, suppliers, independent contractors,
business referral sources or Insignis Personnel, including current Insignis Business Relations and former Insignis Business
Relations of which Customer became aware through its dealings with Insignis.

1.19

Insignis Competitor means any person or any business organization engaged directly or indirectly in any business or
enterprise whose business activities involve the provision of any aspects of Insignis Business in those states in which Insignis
does business or has done business in the previous year.

1.20

Insignis Materials means all systems, materials, documentation, manuals, guidelines, literary works or works of authorship,
business or other processes, methodologies, tools, programs, patents, designs, drawings, charts, graphs, machine readable
text and files, trademarks and service marks (whether or not registered), copyrights, database rights, inventions, drawings,
performances, computer programs, program tools, software, applications, computer code (in object code and source code
form), utilities, know-how, show-how, screen layouts, confidential information, business names, or other items licensed or
owned by Insignis and used by Insignis to provide the Services, including Insignis Software.

1.21

Insignis Personnel means employees of Insignis and its subcontractors assigned to perform the Services.

1.22

Insignis Software means software that is owned or licensed by Insignis and used by Insignis to provide the Services.

1.23

Insignis Work Product is defined in Section 4.6(b).

1.24

Intellectual Property Rights means all intellectual property rights or analogous rights, including without limitation patents,
trade secrets, registered designs, trademarks and service marks (whether or not registered), rights in the nature of unfair
competition rights, copyrights, database rights, design rights, and all similar proprietary rights including those subsisting (in
any part of the world) in inventions, designs, drawings, business methods, performances, computer programs, semi-conductor
topographies, confidential information, business names, goodwill, and the style and presentation of goods or services and
applications for protection of any of the above rights anywhere in the world.

1.25

Privacy Laws is defined in Section 4.9.

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Required Consent is defined in Section 4.1(c).

Service or Services means any services, resources and/or Deliverables to be provided by Insignis to Customer pursuant to
a Statement of Work referencing this Agreement and entered into by Insignis and Customer.

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1.11

1.28

Service Commencement Date means the date that any Service or Services shall be commenced by Insignis as stated on the
applicable Statement of Work.

1.29

Service Term means the term or period of time during which the Services will be provided as set forth in the Statement of
Work.

1.30

Statement of Work is defined in Section 2.2.

1.31

Term the term or period of time during which this Agreement is in effect as incorporated by reference in a Statement of Work
between Insignis and Customer.

1.32

Termination Charges is defined in Section 7.5.

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SECTION 2. SERVICES
Scope of Relationship. Insignis agrees to provide non-exclusive Services to Customer pursuant to and in accordance with the
Statement of Work and subject to the terms and conditions set forth therein and herein. The relationship of Insignis to
Customer shall be that of an independent contractor, and not an employee, partner, or joint venturer.

2.2

Services. During the Term, Insignis will provide to Customer the Services in accordance with the terms and conditions of this
Agreement and a Statement of Work that describes the Services to be provided by Insignis to Customer (the Statement of
Work), subject to the terms, conditions and provisions of this Agreement. The Statement of Work describes the initial
Services to be provided by Insignis to Customer. Any additional Services mutually agreed by the Parties to be provided by
Insignis to Customer shall be set forth in an additional Statement of Work executed by the Parties. Each Statement of Work
shall be governed by the terms and conditions of this Agreement and will include the following: (i) a reference to this
Agreement, which reference shall be deemed to incorporate all of the provisions of this Agreement; (ii) the Service
Commencement Date and, if applicable, the Service Term; (iii) a description of the Services to be provided by Insignis to
Customer; (iv) the amounts or rates payable for the Services; and (v) any additional provisions applicable to the Services to
be provided under the Statement of Work that are required by this Agreement to be addressed, or are not otherwise set forth
in this Agreement. No Statement of Work will become effective until it has been executed by an authorized representative of
each Party.

2.3

Amendment to Services. The Services under any Statement of Work may be amended from time to time by mutual written
agreement of the Parties, executed by an authorized representative of each Party and approved by the President or Chief
Executive Officer of Insignis.

2.4

Location of Services. Unless the Statement of Work provides, or the Parties mutually agree on, a specific location at which
Insignis shall perform the Services, Insignis shall perform the Services at Insignis facilities.

2.5

Affiliates. Insignis will provide the Services to Customer and to those affiliates of Customer identified in each applicable
Statement of Work (each an Affiliate); provided, however, that such Affiliates will not be deemed third-party beneficiaries of
this Agreement and will have no right of action against Insignis arising out of this Agreement. Customer may pursue any
claims for damages alleged by any Affiliates receiving the Services to the same extent as if such damages were incurred by
Customer. If at any time during the Term Customer sells or otherwise transfers ownership of any Affiliate to a third party,
Insignis will continue to provide the Services to such Affiliate if requested by Customer, provided, that (i) such divested
Affiliate is not an Insignis Competitor; (ii) Customer or such divested entity agrees to pay any and all costs associated with
making the Services available to them (e.g. one time software access fees, telecommunication provisioning charges); and (iii)
Customer will remain liable for the payment of all payment obligations related to the Services provided by Insignis to such
Affiliates and for any breach of this Agreement arising from the action or inaction of such Affiliates. In addition to Customers
other obligations under this Section 2.5, in the event that Customer desires that Insignis provide Services to an Affiliate,
Customer shall pay any charges as mutually agreed that may be imposed by Insignis third-party suppliers, if applicable, and
any other costs and expenses incurred by Insignis in order to allow an Affiliate to access the Services. If following the
Effective Date Customer desires Insignis to provide Services to an affiliate of Insignis that is not identified in a Statement of
Work, than such affiliate shall be deemed an Affiliate and be subject to this Section 2.5.

2.6

No Accountancy. Notwithstanding anything set forth in this Agreement, the Statement of Work or any exhibit, schedule or
addendum hereto or thereto, in no event shall (i) the Services include, or this Agreement or the Statement of Work be
construed as requiring, that Insignis perform any services reserved to a licensed or certified public accountant pursuant to the
law of any applicable jurisdiction (Accountancy), or (ii) Insignis provide, or be deemed or construed to have provided, any
attestation or opinion in connection with the Services or with respect to any financial statements or disclosures made by
Customer or any Affiliate. Insignis represents that Insignis is not licensed to practice Accountancy in any jurisdiction and
Customer acknowledges that (a) neither this Agreement nor the Statement of Work requires any Insignis Personnel to
practice Accountancy or that any Insignis Personnel providing the Services be licensed accountants or certified public
accountants; and (b) Customer will retain sole responsibility for verifying or otherwise providing any attestation or opinion as to
the reliability of any information contained in or derived from any Customer or Affiliate financial statements or disclosures.
Not a Financial Institution. Notwithstanding anything set forth in this Agreement, the Statement of Work, or any exhibit,
schedule or addendum hereto or thereto, in no event shall (i) the Services include, or this Agreement or the Statement of
Work be construed as requiring, that Insignis perform any services reserved for financial institutions under the Electronic Fund
Transfer Act, Regulation E or any rules, regulations or guidelines related thereto; or (ii) the Services include, or this
Agreement or the Statement of Work be construed as requiring, that Insignis perform any services reserved for members of
NACHA or prohibited by NACHA or the ACH Payment Network. Insignis represents that Insignis is not a financial institution,
is not a member of NACHA and is not allowed to participate in the ACH Payment Network and Customer acknowledges that
Customer will retain sole responsibility for verifying or otherwise complying with electronic funds transfer restrictions and
procedures.

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2.1

2.8

Reliance on Instructions. In performing its obligations under this Agreement, Insignis will be entitled to rely upon any routine
instructions, authorizations, approvals, or other information provided to Insignis by Customer. Insignis will incur no liability or
responsibility of any kind in relying on or complying with any such instructions, authorizations, approvals, or other information
received from Customer.

2.9

Viruses. Each of the Parties will use commercially reasonable efforts, including the use of commercially available virus
detection software, to ensure that any computer or other software or hardware provided by such Party to the other Party is
delivered free of any computer or other viruses, and neither Party shall knowingly, intentionally, or negligently introduce any
computer or other viruses into the software or hardware of the other Party. In the event that a virus is introduced as a result of
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a breach of the foregoing covenant by a Party or an employee, contractor, or agent of such Party, the breaching Party shall, at
its sole cost and expense exercise commercially reasonable efforts to eradicate the virus, reduce the effects of the virus, and
restore the infected software or hardware to the same level of service or operation as existed prior to the introduction of such
virus. In the event that a virus is introduced into a Partys software or hardware without a breach of the of the foregoing
covenant or if the existence of such a breach cannot be determined, each Party shall at its own cost and expense exercise
commercially reasonable efforts to eradicate the virus, reduce the effects of the virus, and restore the infected software or
hardware owned by such Party or licensed to such Party from a third party to the same level of service or operation as existed
prior to the introduction of such virus.
Compliance with Laws. Each Party will comply, and will cause each of its employees, agents and subcontractors to comply,
with the laws of all governmental authorities to the extent such laws are applicable: (i) in the case of Insignis, to Insignis
provision of the Services, and (ii) in the case of Customer, to Customers receipt and use of the Services.

2.11

Insignis-Provided Equipment. Insignis may place certain Insignis equipment in the Facilities in connection with its
performance of the Services. Customer acknowledges and agrees that Insignis retains all right, title, and interest in and to
such equipment, and shall have the right to remove such equipment at any time. Customer agrees that (i) Insignis right to
remove the Insignis equipment from the Facilities pursuant to the foregoing sentence shall include the right of access to the
Facilities for Insignis Personnel and for any other persons, including law enforcement personnel or Insignis agents, charged
with such removal by Insignis or by any court or governmental authority, as applicable, and (ii) Customer shall provide access
to the Facilities as reasonably necessary to accomplish any removal of Insignis equipment from the Facilities pursuant to this
Section 2.11.

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2.10

SECTION 3. TRANSITION AND USE OF CUSTOMER FACILITIES AND ASSETS

Transition Services. Insignis will perform the functions and services necessary to accomplish the transition of Customers
operations, systems, and capabilities to Insignis as necessary to perform the Services. Customer shall cooperate with
Insignis in effecting such transition, Insignis shall not be responsible for any delay of such transition (or, as a consequence, of
the Services) caused by Customer, and Customer shall be solely responsible for any expenses arising out of any such delay
caused by Customer.

3.2

Customer Facilities and Assets. If set forth in the Statement of Work or otherwise mutually agreed by the Parties, Customer
will make available to Insignis space in the Facilities and grant to Insignis the right to use any Facilities, personnel, equipment,
software or other assets or resources as necessary or convenient for the purpose of allowing Insignis to perform the Services.
Insignis shall be permitted reasonable access to the Facilities and assets subject to any and all rules, regulations, and
requirements governing such access provided to Insignis in writing by Customer.

3.3

Customer Maintenance. Customer shall perform janitorial services, environmental systems maintenance, and other actions
as are reasonably required to maintain the Facilities in a condition which is suitable for the performance and delivery of the
Services and the placement of equipment, as needed.

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Customer Materials.
a)

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Customer retains all right, title and interest in the Customer Materials and other property utilized in the provision of the
Services, including but not limited to the Customer Data. Insignis is hereby granted a limited license to use such
Customer Materials and other property as described in Section 3.2, this Section 4.1 and Section 10.5.
Except as set forth below, Customer hereby grants Insignis a limited, worldwide and non-exclusive license to use,
access, practice, embody, implement, load, execute, store, transmit, display, copy, maintain, modify, enhance, create
derivative works, make and have made the Customer Materials and all components thereof, in accordance with the
following:
1. Insignis agrees to comply with such terms and conditions of the third-party contracts for the Customer Third
Party Resources (as defined below) provided to Insignis by Customer;
2. The license granted Insignis pursuant to this Section 4.1 shall be limited to Insignis Personnel, Insignis
affiliates and authorized agents of Insignis and used by same for the purpose of providing Services to
Customer and for no other purpose.
3. Insignis license to use the Customer Materials will expire automatically on the expiration of the Term.
The Parties acknowledge that Customer Materials include equipment, materials, software or other items licensed or
procured by Customer from a third party (Customer Third Party Resources). Customer will obtain the relevant required
consent from each third-party provider of the Customer Third Party Resources (each, a Required Consent).
Unless expressly stated otherwise in this Agreement or a Statement of Work, financial responsibility for Required
Consents will be that of Customer.
Subject to any agreements governing the Customer Third Party Resources, all right, title, and interest in improvements,
modifications, corrections, compilations, derivative works, derivations, or other revisions of the Customer Materials, or
components thereof, will be retained by Customer. Customer hereby grants to Insignis by way of present assignment a
limited, non-exclusive, worldwide right to use such improvements, which license will be further governed by Section
4.1(b) above. To the extent an improvement constitutes a Deliverable, Customer shall retain all right, title and interest in
such Deliverable as more fully described in Section 4.4 below.

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SECTION 4. INTELLECTUAL PROPERTY RIGHTS AND OBLIGATIONS; LIMITED LICENSE

c)

d)
e)

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4.2

Insignis Materials. Except as expressly set forth herein, Insignis retains all right, title, and interest in the Insignis Materials.
Customer is hereby granted a limited license to use portions of the Insignis Materials as described in Sections 4.3 through 4.6
below.

4.3

Insignis Software.

b)

c)

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d)

Insignis hereby grants to Customer a limited, non-exclusive, non-transferable, royalty-free license to use the Insignis
Software and any end-user documentation associated with such software solely for Customers internal business
purposes to the extent necessary to receive the Services from Insignis during the applicable Service Term. The
foregoing license grant specifically excludes third-party software licensed or used by Insignis, and for the avoidance of
doubt, nothing in this Agreement or a Statement of Work shall be construed to grant Customer a license to any such
third-party software.
The license granted to Customer pursuant to Section 4.3(a) will be an object-code license only. Customer may not in
any way adapt, vary, modify, transfer, reverse assemble, reverse compile, or otherwise reverse engineer or derive the
source code of the Insignis Software, in whole or in part. Upon the request of Customer, Insignis will provide such
information as is necessary to allow Customer to develop software that is interoperable with such Insignis Software.
Customers access to the Insignis Software will be limited to Customer employees or agents who have a need to access
or support access of such Insignis Software for the performance of Customers internal business functions in order to
receive the Services from Insignis. In no event will Customer knowingly enable an employee, contractor, affiliate, or
agent of an Insignis Competitor to access the Insignis Software.
The license granted pursuant to this Section 4.3 will expire immediately upon termination or expiration of the applicable
Statement of Work.

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a)

Deliverables. As between Insignis and Customer, Customer will own all right, title and interest in and to the Deliverables.
Customer hereby grants to Insignis, by way of present assignment, a perpetual, worldwide, royalty-free, non-exclusive license
to use, access, practice, embody, implement, load, execute, store, transmit, display, copy, maintain, modify, enhance, create
derivative works from, make and have made any and all Deliverables or any part thereof to the extent necessary for Insignis
to provide the Services to Customer.

4.5

Trademarks. In fulfilling their respective obligations under this Agreement, neither Party shall modify, alter, or obscure the
other Partys trademarks or use the other Partys trademarks in a manner that disparages the other Party or its products or
services, or portrays the other Party or its products or services in a false, competitively adverse, or poor light. Each Party
shall, and shall cause each of its affiliates to, comply with the other Partys instructions as to the form of use of the other
Partys trademarks and will avoid any action that diminishes the value of such trademarks. Either Partys and/or any of its
affiliates unauthorized use of the others trademarks is strictly prohibited.

4.6

Work Product.

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Any ideas, concepts, work product, business methods, know-how, show-how, or techniques (and Intellectual Property
Rights related thereto) developed for Customer at Customers expense (the Customer Work Product) will, as between
Customer and Insignis, be owned by Customer, and Insignis will have no license to use such Customer Work Product
except as expressly permitted pursuant to this Agreement or a Statement of Work.
Any ideas, concepts, work product, business methods, know-how, show-how, or techniques (and Intellectual Property
Rights therein) developed by Insignis at Insignis expense, or any third party acting on Insignis behalf, whether in
connection with this Agreement or otherwise (the Insignis Work Product), will, as between Customer and Insignis, be
owned by Insignis, and Customer will have no license to use such Insignis Work Product except as expressly permitted
pursuant to this Agreement.
With respect to any modifications or enhancements made by Insignis at the request of Customer to any third-party
software licensed by Customer after the Effective Date (the Customer Requested Third Party Modifications), prior to
making any such modifications or enhancements, the Parties will mutually agree in writing on the allocation of Intellectual
Property Rights, including ownership of such Customer Requested Third Party Modifications. In no event will the
development and/or allocation of Intellectual Property Rights in such Customer Requested Third Party Modifications be
deemed to alter, modify, or amend the rights and or obligations of each Party in or to the Customer Materials, Insignis
Materials, Deliverables, Customer Work Product, or Insignis Work Product, as applicable.

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4.7

Customer Data. Nothing in Sections 4.1 through 4.6 above will be construed to convey any right, title, or interest in the
Customer Data to Insignis. To the extent necessary and contemplated in this Agreement, Customer hereby grants Insignis a
limited, non-exclusive license to use such Customer Data to the extent required to deliver the Services. Insignis license to
use the Customer Data will expire automatically on the later of the expiration of the Term. Following such expiration or at
request of Customer, Insignis agrees to return or destroy, at Customers option and expense, all Customer Data and any
copies thereof in Insignis possession or control. Customer will relieve Insignis from its obligation to perform the Services to
the extent that Insignis is required to return, erase, or destroy the Customer Data in its possession and such return, erasure,
or destruction prevents Insignis from performing the Services.

4.8

Additional Acts. Each Party agrees to execute, and cause its employees, agents, or subcontractors to execute, any
documents or take any other actions as may be reasonably necessary or as requested by the other Party to perfect each
Partys respective ownership rights as set forth in Sections 4.1 through 4.6 above.

4.9

Privacy Laws. The Parties acknowledge and agree that Customer will be and remain the controller of the Customer Data for
purposes of all applicable laws relating to data privacy, transborder data flow, and data protection (collectively, the Privacy
Laws), and nothing in this Agreement or any Statement of Work will restrict or limit in any way Customers rights or
obligations as owner and/or controller of the Customer Data for such purposes. The Parties also acknowledge and agree that
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Insignis may have certain responsibilities prescribed by applicable Privacy Laws as a processor of the Customer Data and
any other services provided hereunder, and Insignis hereby acknowledges such responsibilities to the extent required thereby
for processors of data and any other services provided hereunder and agrees that such responsibilities will be considered as
a part of the Services to be provided by Insignis under this Agreement and each Statement of Work. Notwithstanding the
above, in the event that Privacy Laws to which the activities contemplated by this Agreement and each Statement of Work are
materially modified, Insignis will work with Customer to continue to comply with such Privacy Laws.
SECTION 5. DISASTER RECOVERY; BUSINESS CONTINUITY; SECURITY
Disaster Recovery Plan. Each of the Parties shall maintain a disaster and business continuity plan that provides reasonable
protection and service restoration with respect to the Services.

5.2

Security. Beginning on each Service Commencement Date and continuing through the Term of this Agreement, Insignis will
maintain commercially reasonable security measures to preserve, protect, and restrict access to Insignis facilities, Insignis
equipment, Insignis Software, Insignis data storage and Insignis documentation that contain Customer Data or are used to
provide the Services, which measures will be no less than those used to protect Insignis own data and other proprietary
business processes.

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SECTION 6. PERSONNEL

Hiring and Removal of Insignis Personnel. Insignis shall, in good faith, consider reasonable requests from Customer with
respect to the hiring, transfer, or removal of any Insignis Personnel with respect to the performance of Services for Customer,
provided that any hiring or termination decision (whether for cause or without cause) shall be at the sole discretion of Insignis.
Without limiting the foregoing, Insignis shall not accommodate any Customer requests that might, in the determination of
Insignis, violate or result in the violation of any federal equal employment opportunity laws or regulations or any other
applicable laws or regulations.

6.2

Mutual Nonsolicitation. During the Term and for a period of one (1) year thereafter, neither Customer nor any of its affiliates
shall, directly or indirectly, for their own account or for or on behalf of any other person or entity, whether as an officer,
director, employee, partner, principal, joint venturer, consultant, investor, shareholder, independent contractor, or otherwise,
hire, employ, solicit, or attempt to hire or employ, in any fashion (whether as an employee, independent contractor, or
otherwise), any Insignis Business Relations, or solicit or induce, or attempt to solicit or induce, any Insignis Business
Relations to terminate their relationship with Insignis or any affiliate or business or referral source of Insignis. During the Term
and for a period of one (1) year thereafter, other than pursuant to Section 6.4 hereof or as otherwise mutually agreed in writing
by the Parties, neither Insignis nor any of its affiliates shall directly or indirectly for their own account or for or on behalf of any
other person or entity, whether as an officer, director, employee, partner, principal, joint venturer, consultant, investor,
shareholder, independent contractor, or otherwise, hire, employ, solicit, or attempt to hire or employ, in any fashion (whether
as an employee, independent contractor or otherwise), any Customer Business Relations, or solicit or induce, or attempt to
solicit or induce, any Customer Business Relations to terminate their relationship with Customer or any Affiliate, business or
referral source of Customer.

6.3

Remedy. It is understood and agreed that in the event of a breach of Section 6.2 above, damages may not be an adequate
remedy and, notwithstanding the dispute resolution provisions of Section 12.14, the non-breaching Party shall be entitled to
seek injunctive relief to restrain any such breach, threatened or actual, without posting of bond or other security or proof of
irreparable harm.

6.4

Transitioned Employees. In the event the Parties determine that Customer personnel shall be transferred to Insignis to
support Insignis provision of Services to Customer, the transfer of such employees will be effected in accordance with the
terms and conditions set forth in the applicable Statement of Work; provided, however, that Customer acknowledges and
agrees to retain all obligations and liabilities stemming from or related to employment of such employees for the period of time
prior to employment by Insignis and for the termination of the employment of such employees by Customer. Insignis will have
all obligations and liabilities stemming from or related to employment of employees that have been transferred to Insignis
pursuant to this Section 6.4.

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SECTION 7. BILLING, PAYMENT AND COST ALLOCATION

7.1

Payment of Invoices. All invoices delivered to Customer by Insignis are due promptly upon receipt by Customer and become
past due thirty (30) days from the invoice date. Past due amounts under this Section 7.1 bear interest at the lower of one and
a half percent (1.5%) per month (prorated on a daily basis) or the highest rate allowed by applicable law. Customer is
responsible for communicating in writing any and all changes to billing information including, but not limited to, billing address,
pay key, purchase order number, or attention to information.

7.2

Taxes and Fees. Except for taxes based on Insignis net income, ad valorem taxes, personal taxes and real property taxes
imposed on Insignis (and not Customers) owned or leased property, Customer is responsible for payment of all property,
sales, use, gross receipts, excise, access, bypass, franchise and other local, state and federal taxes, however designated,
imposed on or based upon the provision of the Services.

7.3

Regulatory and Legal Changes. Customer shall comply with all federal, state, and local statutes and regulations regarding or
related to Customer and/or Insignis conduct of activities in accordance with Section 2.10. In the event of any change in
applicable law, regulation, decision, rule or order that materially increases the costs or other terms of delivery of Service,
Insignis and Customer shall negotiate regarding the rates to be charged to Customer to reflect such increase in cost, and in
the event that the Parties are unable to reach agreement respecting new rates within thirty (30) days after Insignis delivery of
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written notice requesting renegotiation, then (a) Insignis may pass any such increased costs through to Customer; and (b)
Customer may terminate the affected Statement of Work without termination liability hereunder by delivering written notice of
termination no later than thirty (30) days after the effective date of the rate increase.
Disputed Invoices. If Customer reasonably disputes any portion of an Insignis invoice, Customer must pay the undisputed
portion of the invoice in accordance with the terms and conditions of this Agreement or the Statement of Work and submit a
written claim to Insignis for the disputed amount. All claims must be submitted to Insignis within fifteen (15) days from the
invoice date for the Services underlying the disputed amount. Customer waives the right to dispute any charges not disputed
within the time frame set forth in this Section 7.4. In the event that the Parties do not settle the dispute within thirty (30) days
of the written claim submitted to Insignis by Customer, the dispute shall be resolved in accordance with Section 12.13 hereof,
and in the event that any dispute is resolved against Customer, Customer shall pay such amounts plus interest at the rate set
forth in Section 7.1 above.

7.5

Termination Charges. Unless otherwise provided in the applicable Statement of Work, in the event that, prior to the end of the
Service Term, Customer terminates Service or in the event that the delivery of Service is terminated due to a failure of
Customer to pay or dispute any portion of an Insignis invoice within the time frame set forth in Section 7.4 above, Customer
shall pay termination charges (the Termination Charges) which shall equal the pro-rated amount of charges for the actual
days worked and/or Service performed, Insignis expenses related to the Services, and any incidental costs related to
restoring Insignis facilities, if applicable, based on a 30/360 calendar, less any prior payments by Customer to Insignis for
such Services.

7.6

Tax Obligations. Insignis shall bill to Customer, and Customer shall pay to Insignis, all sales and use taxes applicable to
Services provided hereunder. Insignis shall remit such sales and use taxes to applicable taxing authorities and make all tax
filings required thereby. All other taxes shall be borne by the Party incurring same and not included in any allocation of costs
hereunder.

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7.4

SECTION 8. DISCONTINUATION OF SERVICE

a)
b)

c)
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Discontinuation of Service. Insignis may discontinue the Services to Customer without termination liability if one or more of
the following has occurred (each, a Breach):
Non-payment by Customer of invoice amounts, not including disputed amounts for which Customer has filed a claim
under Section 7.4, exceeding fifteen (15) days past the invoice date;
Customer violates any law, rule, regulation, or policy of any governmental authority related to Services, makes a material
misrepresentation to Insignis in connection with the ordering or delivery of Services, or engages in any fraudulent use of
Services, or if a court or other governmental authority prohibits Insignis from furnishing Services under this Agreement or
a Statement of Work, and Customer fails to cure any of these terms or conditions within ten (10) days after written notice
thereof provided by Insignis; or
If Customer files bankruptcy or fails to discharge an involuntary petition within sixty (60) days.

Effect of Discontinuance. Upon Insignis discontinuance of Service to Customer, Insignis may, in addition to all other
remedies that may be available to Insignis at law or in equity, assess and collect from Customer all applicable termination
charges due hereunder or under the Statement of Work.

NO WARRANTY. INSIGNIS PROVIDES THE SERVICES AS IS. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT IN CONNECTION WITH THE SERVICES, INSIGNIS (A) MAKES NO WARRANTIES WHETHER EXPRESS
OR IMPLIED; AND (B) DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR
PURPOSE AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. IN THE
EVENT THAT INSIGNIS PROVIDES CUSTOMER WITH PRODUCTS IN CONJUNCTION WITH THE SERVICES,
INCLUDING WITHOUT LIMITATION ANY PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES ENGAGED BY
INSIGNIS IN CONNECTION WITH THE SERVICES, FOR EXAMPLE THIRD-PARTY SOFTWARE PRODUCTS OR
EQUIPMENT, INSIGNIS ALSO PROVIDES SUCH PRODUCTS AS IS WITHOUT WARRANTY OF ANY KIND, WHETHER
EXPRESS OR IMPLIED. INSIGNIS SHALL HAVE NO LIABILITY FOR FAILURE OR MALFUNCTION OF ANY PRODUCT
OR SERVICE IT PROVIDES. INSIGNIS DOES NOT MONITOR OR EXERCISE CONTROL OVER THE CONTENT OF THE
INFORMATION RESIDING ON CUSTOMERS EQUIPMENT OR TRANSMITTED THROUGH ITS FACILITIES. USE OF
ANY INFORMATION OBTAINED VIA INSIGNIS SERVICES IS AT CUSTOMERS OWN RISK. INSIGNIS SPECIFICALLY
DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS
SERVICES.

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9.2

No Special, Consequential, Punitive or Other Damages. Notwithstanding any other provision hereof, neither Party shall be
liable for any indirect, incidental, special, consequential, exemplary, or punitive damages (including but not limited to damages
for lost profits or lost revenues, or the cost of purchasing replacement services) arising out of the performance or failure to
perform under this Agreement or any Statement of Work. Notwithstanding anything herein to the contrary, Insignis liability
with respect to each Statement of Work shall be limited to the amounts paid by Customer to Insignis in connection with such
Statement of Work.

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SECTION 9. LIABILITIES

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SECTION 10. CONFIDENTIAL INFORMATION, PUBLICITY AND DATA PROTECTION

10.1

Confidential Information. Each Party acknowledges that it may possess or, in the course of providing or receiving the
Services under this Agreement, be exposed to or acquire, Confidential Information of the other Party or its affiliates or their
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clients or third parties to whom such other Party or its affiliates owe a duty of confidentiality (all of which, for purposes of this
Agreement, shall be deemed Confidential Information of the other Party). Each Party shall hold the other Partys Confidential
Information in strictest confidence using the same or greater degree of care it uses with its own comparable Confidential
Information (but in no event less than a reasonable degree of care) and shall not copy, reproduce, sell, assign, license,
market, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties, or use such
information for any purposes whatsoever other than as may be necessary for the performance of this Agreement.
Confidentiality Agreements. Each Party shall advise all of its personnel who have access, or may be exposed, to the other
Partys Confidential Information of their obligations to keep such information confidential in accordance with this Article 10. A
receiving Party shall only provide access to the disclosing Partys Confidential Information to such receiving Partys personnel
who have a need to know or to have access to such information in order to provide or receive the Services.

10.3

Permitted Disclosures. If either Party is requested to disclose all or any part of any Confidential Information under a discovery
request, a subpoena or inquiry issued by a court of competent jurisdiction, or by a judicial, administrative, regulatory, or
governmental agency or legislative body or committee, the Party subject to such request shall, to the extent practicable and
subject to applicable laws, give prompt written notice of such request to the other Party and shall give such other Party the
opportunity to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure or otherwise
intervene, prevent, delay, or otherwise affect the response to such request, and the Party subject to such request to disclose
shall reasonably cooperate with the other Party in such efforts. The Party seeking such confidentiality agreement, protective
order, or modification of disclosure shall reimburse the other Party for reasonable legal fees and expenses incurred in its effort
to comply with this provision.

10.4

Remedy. It is understood and agreed that in the event of a breach of this Article 10, damages may not be an adequate
remedy and, notwithstanding the dispute resolution provisions of Section 12.14, the non-breaching Party shall be entitled to
seek injunctive relief to restrain any such breach, threatened or actual, without posting of bond or other security or proof of
irreparable harm.

10.5

Publicity. Neither Party shall have the right to use the other Partys or its affiliates trademarks, service marks, or trade names
or to otherwise refer to the other Party in any marketing, promotional, or advertising materials or activities. Either Party may
issue a publication or press release relating to the creation and/or operation of a business relationship between Insignis and
Customer, provided that such press release or publication is approved in advance by both Parties, which approval shall not be
unreasonably withheld or delayed.

10.6

Data Protection. Customer represents and warrants that it has obtained informed and express consent to the processing of
Customer Data as set forth herein from its employees, customers and any users of the Services.

10.7

Disclosure of Customer Information. Notwithstanding anything herein set forth to the contrary, Insignis reserves the right to
provide any customer or potential customer bound by a nondisclosure agreement access to a list of Insignis customers and a
general description of Service purchased by such customers. Customer consents to such disclosure with respect to
Customer, including the listing of Customers name and Service purchased by Customer and excluding financial terms relating
to the purchase.

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10.2

SECTION 11. CUSTOMER RESPONSIBILITIES

Lawful Use. Customer acknowledges that Insignis is not responsible for the manner in which the Service is used by Customer
or any other person or entity Customer permits to access such Service or the equipment used to deliver such Service.

11.2

Security. In the event that Insignis shall perform services at the Customers Facilities, Customer shall take reasonable
measures to protect Insignis equipment, Insignis Materials, and any other property of Insignis located at the Facilities.
Customer may implement reasonable access procedures and security requirements for the Facilities, and Insignis shall use
commercially reasonable efforts to ensure that all Insignis Personnel with access to the Facilities comply with such
procedures. Customer shall be responsible for, and repair, at its own cost, any damage to Insignis equipment, Insignis
Materials, or any other property of Insignis caused by Customers employees, agents or persons to which Customer provides
access to the Facilities.

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SECTION 12. GENERAL TERMS

12.1

Force Majeure. Neither Party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure of
performance or equipment due to causes beyond such Partys reasonable control, including but not limited to acts of God, fire,
acts or omissions of suppliers, flood, or other catastrophe, any change in laws or regulations or any order or request of any
governmental entity, national emergency, terrorist activities, insurrections, riots, work stoppages or disruptive labor activities,
global or natural disasters or like events (Force Majeure). In the event Insignis is unable to deliver Service for fourteen (14)
consecutive days as a result of Force Majeure, Customer shall not be obligated to pay Insignis for the affected Service for so
long as Insignis is unable to deliver.

12.2

Assignment. Other than pursuant to Section 2.5, Customer may not assign its rights and obligations under this Agreement or
a Statement of Work without the express prior written consent of the President or Chief Executive Officer of Insignis, which
such consent shall be conditioned on the prospective assignees agreement in writing fully accepting all the terms and
conditions contained herein and in the Statement of Work. Any change in ownership or corporate structure or merger of
Customer shall be deemed an assignment under this Section 12.2. In the event of an assignment hereunder, Customer
shall remain liable for the payment of all charges due under each Statement of Work, and the rights and obligations under this
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Agreement shall survive such assignment and shall be binding upon the successors and permitted assigns of each Party, as
applicable.
Notices. Notices hereunder shall be deemed properly given when delivered if delivered in person, or when sent via facsimile,
overnight courier, or electronic mail or when deposited with the U.S. Postal Service, (a) with respect to Customer, to the
address, fax number, or e-mail address listed in the Statement of Work, or (b) with respect to Insignis, to the address listed in
the Statement of Work or to sginn@insignisbpo.com. Each Party shall notify the other Party of any changes to its contact
information for notice hereunder.

12.4

INDEMNIFICATION OF CUSTOMER FOR THIRD PARTY CLAIMS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
IN THIS AGREEMENT, INSIGNIS AGREES TO REMIMBURSE, INDEMNIFY, AND HOLD HARMLESS CUSTOMER AND
ITS AFFILIATES, OWNERS, OFFICERS, AND EMPLOYEES (THE CUSTOMER INDEMNIFIED PARTIES) FROM AND
AGAINST ANY THIRD PARTY CLAIMS, ACTIONS, SUITS, OR GOVERNMENTAL INVESTIGATIONS OR PROCEEDINGS
(CLAIMS) AGAINST OR INVOLVING ANY CUSTOMER INDEMNIFIED PARTY ARISING OUT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF INSIGNIS IN CONNECTION WITH THE PERFORMANCE OF THIS
AGREEMENT AND/OR A STATEMENT OF WORK, INCLUDING CLAIMS OF INFRINGEMENT OF SOFTWARE OR
OTHER INTELLECTUAL PROPERTY RIGHTS, AND FOR ANY LOSSES, DAMAGES, OR EXPENSES INCURRED BY
REASON OF ANY SUCH CLAIM; PROVIDED, HOWEVER, THAT INSIGNIS SHALL NOT BE REQUIRED TO INDEMNIFY
ANY CUSTOMER INDEMNIFIED PARTIES FOR ANY DAMAGES RESULTING IN WHOLE OR IN PART FROM THE
CUSTOMER INDEMNIFIED PARTIES OWN NEGLIGENCE OR INTENTIONAL ACT.

12.5

INDEMNIFICATION OF INSIGNIS FOR THIRD PARTY CLAIMS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THIS AGREEMENT, CUSTOMER AGREES TO REMIMBURSE, INDEMNIFY, AND HOLD HARMLESS INSIGNIS AND ITS
AFFILIATES, OWNERS, OFFICERS, AND EMPLOYEES (THE INSIGNIS INDEMNIFIED PARTIES) FROM AND
AGAINST ANY CLAIMS (AS DEFINED ABOVE) AGAINST OR INVOLVING ANY INSIGNIS INDEMNIFIED PARTY
ARISING OUT OF ANY ACT, ERROR, OR OMISSION OF CUSTOMER UNDER OR RELATED TO THIS AGREEMENT
AND/OR A STATEMENT OF WORK AND FOR ANY LOSSES, DAMAGES, OR EXPENSES INCURRED BY REASON OF
ANY SUCH CLAIM; PROVIDED, HOWEVER, THAT CUSTOMER SHALL NOT BE REQUIRED TO INDEMNIFY ANY
INSIGNIS INDEMNIFIED PARTIES FOR ANY DAMAGES RESULTING FROM THE INSIGNIS INDEMNIFIED PARTIES
OWN NEGLIGENCE OR WILLFUL MISCONDUCT.

12.6

No Waiver. No failure by either Party to enforce any rights hereunder shall constitute a waiver of such right(s).

12.7

Control. Insignis exercises no control over and accepts no responsibility for the content of Customer Data and other
information passing through or contained within Insignis facilities or equipment. CUSTOMER SHALL INDEMNIFY AND
HOLD INSIGNIS HARMLESS FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO
CUSTOMER DATA OR OTHER INFORMATION.

12.8

Contractors. Customer acknowledges that certain installation, technical support, and consulting services in connection with
the Services may be provided by an unaffiliated third party contractor (Contractor) to Insignis. Customer hereby authorizes
Insignis to provide Contractor all Customer location, equipment, and contact information necessary or convenient for the
provision of the Services. All Contractors who have access to such information are bound by the confidentiality obligations
under Article 10 hereunder.

12.9

Understanding; Construction. By execution of the Statement of Work incorporating this Agreement, the Parties acknowledge
that they have read and understood each provision, term and obligation contained in this Agreement, have been advised to
seek their own independent legal counsel concerning the interpretation and legal effect of this Agreement, and have either
obtained such counsel or have intentionally refrained from doing so, and have knowingly and voluntarily waived such right.
Consequently, any rule of construction to the effect that any drafting ambiguities are to be resolved against the drafting party
will not be employed in the interpretation of this Agreement or the Statement of Work.

12.10

Parol Evidence, Status of Agreement and Prior Understandings. This Agreement, the Statement of Work, and the attached
and incorporated exhibits, schedules or addenda hereto, if any, contain the entire Agreement of the Parties and there are no
representations, inducements, promises, agreements, arrangements or undertakings, oral or written, between the Parties
other than those set forth in this Agreement and the Statements of Work and duly executed in writing. In entering into this
Agreement, neither of the Parties is relying on any representations or promises, whether written or oral, other than those
contained in this Agreement and in the Statements of Work.

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12.3

12.11

Amendments. Any changes to this Agreement must be in writing and executed by an authorized representative of Customer
and the president of Insignis.

12.12

State Law and Venue Determination. This Agreement shall be subject to and governed under the laws of the State of Texas.
Any and all obligations and payments are due, performable, and payable in Harris County, Texas. The parties agree that the
venue for purposes of any and all lawsuits, causes of action, arbitrations or other disputes shall be in Harris County, Texas.

12.13

Corporate Authority. If any Party to this Agreement is a legal entity, including, but not limited to, an association, corporation,
limited liability company, joint venture, limited partnership, partnership, or trust, that Party represents to the other that this
Agreement and the transactions contemplated in this Agreement and the execution and delivery hereof have been duly
authorized by all necessary proceedings and actions including, but not limited to, actions on the part of the managers,
directors, officers and agents of the entity.
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Dispute or Contest; Arbitration. In the event that a dispute occurs applicable to the operation, construction, interpretation, or
enforcement of this Agreement or pursuant to Section 7.4 hereof which is not resolved by the Parties, the Parties hereby
agree to submit the dispute to binding arbitration by a commercial arbitrator so that the matter may be arbitrated in lieu of
resolving the dispute in a court of law or equity. The Parties shall choose an arbitrator from the American Arbitration
Association and utilize their procedures for complex commercial arbitrations.

12.15

Severability. If any provision of this Agreement is, for any reason, held to violate any applicable law, governmental rule, or
regulation, or if the provision is held to be unenforceable or unconscionable, then the invalidity of that specific provision shall
not be held to invalidate the remaining provisions of this Agreement. All other provisions and the entirety of this Agreement
shall remain in full force and effect unless the removal of the invalid provision destroys the legitimate purposes of this
Agreement, in which event this Agreement shall be canceled and terminated.

12.16

Survival. The covenants and agreements contained in this Agreement with respect to payment of amounts due,
confidentiality, liability, and indemnification shall survive termination of this Agreement, regardless of the reason for
termination.

12.17

Conflict. In the event of any conflict between the terms of this Master Service Agreement and a Statement of Work, it is
understood and agreed that this Master Service Agreement shall control.

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Insignis and Customer have agreed to the terms, conditions and provision of this Agreement as of the effective date in the Statement of
Work into which this Agreement is incorporated by reference.

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