STANDARD TERMS & CONDITIONS

1. Applicability.

These Standard Terms and Conditions contain general provisions that apply to all Austin Web Development, LLC (“Consultant”) products and services provided under an Agreement or Order. The provisions of an Agreement or Order will control to the extent of any conflict with these Standard Terms and Conditions. “Agreement” refers to each written contract signed by Customer for Consultant products and/or services, its attachments, these Standard Terms and Conditions, other documents incorporated by reference, and the related Order(s). “Order” means a written, electronic or verbal order, submitted or confirmed by Customer and accepted by Consultant that identifies specific Consultant products and/or services and the quantity/scope ordered. Verbal Orders are deemed confirmed upon Customer’s written acknowledgement or use of products or services.

2. Charges.

2.1 Initial Scope.

The services (“Services”) to be provided by Consultant are set forth in the Services Agreement (“Services Agreement”) signed by Customer and Consultant. Subsequent Services may be described in additional Services Agreement attachments (“Attachments”) as may be executed by the parties from time to time as the need arises. Each Attachment will provide for the issuance by Customer of a purchase order (which must be in form and substance acceptable to Consultant in its discretion) and for payment of Consultant’s fees. Invoices for Services and expenses will be provided to Customer by Consultant as agreed upon in the Services Agreement or applicable Attachment.

2.2 Invoicing & Costs.

Unless otherwise provided in the Services Agreement or applicable Attachment, (a) Customer shall be responsible for actual and reasonable costs incurred by Consultant for travel and lodging expenses, (b) invoices shall be rendered upon completion of services or monthly in the event the duration of services exceeds one month, (c) invoices shall be payable upon receipt and shall be past due if not paid within fifteen (15) days of receipt, (d) all payments are non-refundable and shall be made without defense, offset, deduction or counterclaim of any kind or character, and (e) without limiting any other remedies available, Consultant may immediately cease work if any invoice becomes past due. All amounts will be payable at the location specified in the invoice. Amounts not paid within 15 days of the invoice date or when payable pursuant to another Section of the Agreement will bear interest at the lesser of the Standard Rate or the maximum lawful rate until paid. Payments will be applied first to accrued interest and the remainder to reduction of the principal amount due. “Standard Rate” shall mean 8% per year for individuals and 15% per year for business entities.

2.3 Deposits.

All Deposits shall be applied to Consultant’s charges, fees and costs. If Customer terminates Consultant’s Services before completion, any remaining Deposit balance shall constitute a non-refundable payment for the engagement of Consultant. If Consultant’s charges, fees and costs exceed the initial Deposit, Customer shall deposit promptly upon Consultant’s request another Deposit of the same amount. 2.4 Resources Reservation Charge. If Customer fails to provide within 5 business days information by Consultant, Customer may be assessed a daily resources reservation charge equal to 10% of Consultant’s initial fee estimate. If Customer fails to provide such information within 10 business days of Consultant’s request, Customer shall be deemed to have terminated Consultant’s Services before completion.

3 Confidentiality.

3.1 Confidential Information.

During the term of this Agreement and for a period of three years thereafter, a party receiving (“Receiving Party”) Confidential Information from the other party (“Disclosing Party”) shall not use, and shall use reasonable efforts to protect the confidentiality of, such Confidential Information except as Consultant believes to be advisable to (i) carry out its obligations to the Customer, (ii) assert rights under this Agreement or defend against any claims arising with respect to the services, products or this Agreement, or (iii) obtain advice from Consultant’s legal, accounting, tax or other advisers after informing them of the confidential nature of such information. “Confidential Information” means information disclosed to Receiving Party within the previous three years which is not generally made available to the public by Disclosing Party and relates to Disclosing Party’s research, development, design, trade secrets, or business affairs excluding information that (i) is or becomes, through no fault of Receiving Party, generally available to the public, (ii) was independently known or developed by Receiving Party prior to disclosure by the Disclosing Party, (iii) Receiving Party is or becomes obligated to disclose pursuant to judicial or other governmental action, or (iv) the Disclosing Party fails to treat as confidential.

3.2 Legal Compulsion.

In the event that Receiving Party receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court or by a governmental or administrative body, Receiving Party will immediately notify Disclosing Party of the existence, terms and circumstances surrounding such a request so that Disclosing Party may seek a protective order or other appropriate remedy (and Receiving Party will provide such cooperation in connection therewith as Disclosing Party may reasonably request) and/or waive compliance with the provisions of this Agreement. If such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, Receiving Party will furnish only that portion of the Confidential Information which the Receiving Party in good faith believes to be required by such subpoena or order.

3.3 Third Party Information.

Consultant, its employees, contractors and agents will not use or disclose to Customer any confidential or proprietary information of former or current clients or employers without written permission from the owner of such information. Customer, its employees, contractors and agents will not use or disclose to Consultant any confidential or proprietary information of third parties without written permission from the owner of such information. Any such third party information provided to Consultant by Customer and so identified in writing will be treated as Confidential Information of a Disclosing Party.

3.4 Return of Confidential Information.

At Disclosing Party’s request, Receiving Party will return to Disclosing Party all documents and other material containing Confidential Information of Disclosing Party.

4 Warranty & Disclaimer.

4.1 Performance Warranty.

Consultant shall use commercially reasonable efforts to perform the Services in accordance with the standards prevailing for similar services in Austin, Texas.

4.2 Notice and Cure.

Customer shall notify Consultant of any breach of the warranty in Section 4.1 within 30 days after discovery by Customer or within 60 days after completion of the Services that claimed to breach such warranty, whichever first occurs. Failure to give notice of any breach of the warranty in Section 4.1 before the time required by the preceding sentence shall constitute acceptance by Customer of all services, products and documentation that may be provided by Consultant. Consultant shall be entitled to initiate corrective services or actions within 30 days after receiving Customer’s notice of warranty breach and Customer’s payment of the purchase price for any necessary hardware or materials. If Consultant fails to cure such breach within a reasonable time (in no event to be less than 30 days) after commencing such efforts, Consultant shall be liable for the lesser of (i) the reasonable cost subsequently expended by Customer to obtain the benefits that would have accrued under the Agreement if such warranty had not been breached or (ii) the amount paid to Consultant for the services, installation or documentation not performed or prepared in accordance with such warranty.

4.3 Exclusive Remedy.

THE PROVISIONS OF SECTION 4.2 CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE WARRANTY OF SECTION 4.1. 4.4 Disclaimer of Warranties. THE WARRANTY IN SECTION 4.1 IS THE ONLY WARRANTY OFFERED TO AND RELIED ON BY CUSTOMER. SUBJECT TO THE WARRANTY OF SECTION 4.1, ALL SERVICES, PRODUCTS AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT ORAL OR WRITTEN WARRANTIES OF ANY KIND. ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.

5 Limitations of Liability; Disclaimer of Consequential Damages.

5.1 Liability Limit.

IN ADDITION TO THE OTHER LIMITATIONS OF THESE STANDARD TERMS AND CONDITIONS, NO PARTY SHALL BE LIABLE IN EXCESS OF THE AMOUNT PAID OR PAYABLE TO CONSULTANT UNDER THE AGREEMENT; PROVIDED, HOWEVER, THIS LIABILITY LIMITATION SHALL NOT APPLY TO A BREACH OF SECTION 3 OF THESE STANDARD TERMS AND CONDITIONS.

5.2 Damages Limitations.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOST PROFITS, LOST DATA, LOST REVENUES OR DOWNTIME COSTS), ARISING OUT OF OR RELATING TO THE AGREEMENT, ANY SERVICE, PRODUCT OR DOCUMENTATION OR THE PERFORMANCE, NONPERFORMANCE, USE, INABILITY TO USE, CONDITION, QUALITY, RESULT OR EFFECT OF ANY OF THE FOREGOING, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.3 No Vicarious Liability.

EXCEPT FOR DIRECT PERSONAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NO AFFILIATE, DIRECTOR, OFFICER OR SHAREHOLDER OF A PARTY SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE OTHER PARTY UNDER RESPONDEAT SUPERIOR, VICARIOUS LIABILITY OR OTHER LEGAL THEORY.

5.4 Independent Provisions.

Each subsection of Sections 4 and 5 of these Standard Terms And Conditions are intended to be independent of and severable from each other.

5.5 Scope of Disclaimers and Waivers.

The disclaimers and limitations set forth in Sections 4 and 5 shall not apply to the extent of gross negligence, willful tortious conduct or as otherwise prohibited by applicable law.

6 Indemnity.

CUSTOMER HEREBY INDEMNIFIES AND AGREES TO HOLD CONSULTANT AND ITS OWNERS, AFFILIATES, EMPLOYEES, AGENTS AND CONTRACTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, EXPENSES AND OTHER MATTERS ARISING OUT OF OR RELATED TO PERFORMANCE OF THEIR OBLIGATIONS UNDER THE AGREEMENT, INCLUDING ANY CLAIMS BY PERSONS OR ENTITIES OWNING OR CLAIMING PATENT, TRADEMARK OR OTHER RIGHTS IN ANY PROPERTY MODIFIED OR UTILIZED IN CONNECTION WITH SUCH OBLIGATIONS. THIS INDEMNITY DOES NOT INCLUDE CLAIMS MADE BY EMPLOYEES OF CONSULTANT IN SUCH CAPACITY OR CLAIMS ARISING SOLELY OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CONSULTANT AS DETERMINED BY A FINAL JUDGMENT OF A COURT.

7 Assignment of Intellectual Property Rights.

7.1 Definitions.

“Background Technology” means all programs, systems, data and materials, in whatever form that do not constitute Work Product and are: (i) included in, or necessary to, the Work Product; and (ii) owned solely by Consultant or licensed to Consultant with a right to sub-license to Customer. Background Technology includes computer code generated by programs proprietary to Consultant and all other Consultant Tools.

“Consultant Tools” means the software tools of general application, including commercial programs, that were not originally created by Consultant, its predecessors or affiliates, whether now owned by or licensed to Consultant or directly to Customer, and which are used to render Services or develop deliverables under the Agreement.

“Generic Components” means the software/programming tools developed generally to support Consultant products and/or service offerings and which (i) can be used in services, applications and deliverables other than those developed under the Agreement, and (ii) can be used without Customer’s Confidential Information.

“Work Product” means all programs, systems, data and materials that are (i) planned, concrete results of the Services, (ii) first produced or created by Consultant as a result of or in the performance of work or services under this Agreement; and (iii) do not constitute Consultant Tools or Generic Components.

7.2 Work Product Ownership.

Subject to the condition subsequent of full payment of all amounts owed or owing to Consultant under this Agreement, Consultant hereby: (i) acknowledges and agrees that, insofar as Consultant is concerned, the Work Product has been specially ordered and commissioned by Customer and constitutes “works made for hire” for copyright purposes; and (ii) to the extent that any Work Product does not qualify as a work made for hire under applicable law, and to the extent that the Work Product includes material subject to copyright, patent, trade secret or other proprietary right protection, Consultant hereby assigns to Customer, its successors and assigns, all right, title and interest Consultant may have in and to the Work Product.

7.3 Licenses.

Subject to the condition subsequent of full payment of all amounts owed or owing to Consultant under this Agreement, Consultant will on request grant to the extent of its rights a perpetual, non-exclusive, worldwide, royalty-free license to Customer to use the Background Technology and Generic Components in application(s) incorporating the Work Product to the extent and only to the extent that such use is required to maintain the design data delivered under the Agreement. Such license shall be granted on an AS IS basis without any warranties pursuant to a license agreement in form and substance acceptable to Consultant. 7.4 Assistance. Upon request, Consultant will assist Customer in every reasonable way during and after completion of this Agreement to obtain patents, copyrights, and mask work rights covering the intellectual property rights of Customer pursuant to Section 7.2 of these Standard Terms and Conditions. Customer will pay all related expenses (including Consultant’s legal fees) relating to such efforts and will compensate Consultant at the then-current billing rates of Consultant for time spent by Consultant at Customer’s request on such assistance.

8 Acceptance.

“Acceptance” of services and/or products under this Agreement shall be deemed to have occurred upon the earlier of (i) completion by Consultant of any applicable milestones specified in the Services Agreement, and (ii) any use by Customer, its agents, employees or licensees, for any purpose, of any services or work product or result of services.

9 Miscellaneous.

9.1 Taxes.

Customer agrees to make all payments to Consultant in connection with this Agreement free and clear of any and all taxes, fees, levies, duties, imposts, charges, penalties or other amounts imposed by governmental authorities on Customer or Consultant in connection with the transactions contemplated by this Agreement and the Licenses (“Taxes”). In addition, Customer agrees to promptly pay, and to hold Consultant harmless from and against, any and all Taxes other than Taxes on the income of Consultant.

9.2 Advertising.

Unless otherwise provided in the Services Agreement, Consultant reserves the right to refer to Customer as a customer of its Services in its marketing materials.

9.3 Entire Agreement.

The Agreement constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to its subject matter, and supersedes all prior and contemporaneous oral or written proposals, communications and understandings. Each party acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by the other party or their representatives which are not embodied herein, and that no other agreement, statement or promise not contained in the Agreement shall be valid or binding. These Standard Terms and Conditions are the general provisions that apply to all Consultant’s services and products, except as superseded by an individually negotiated Services Agreement signed by Consultant that affirmatively states it amends the provision(s) of these Standard Terms and Conditions expressly listed therein. Any modification of the Agreement shall be effective only if it is in writing, signed and dated by all parties.

9.4 Severability.

If any provision of the Agreement, or the application of any provision to any person or set of circumstances, is determined to be invalid or unenforceable to any extent, the remainder of the Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. If any provision of the Agreement is determined to be invalid or unenforceable for any reason, then the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a provision determined by a mutually agreed independent business attorney to be within the original spirit and intent of the Agreement. If the parties are unable to agree on such attorney, either party may petition a court to identify such attorney.

9.5 Governing Law; Disputes.

The Agreement shall be governed by and construed in accordance with the laws of the State of Texas without reference to its conflicts of law principles. Any controversy between the parties involving the construction, application, performance or breach of any of the terms, provisions, or conditions of the Agreement, shall on written request of either party, be submitted first to mediation and then if still unresolved to binding arbitration. Any mediation or binding arbitration shall be conducted in Austin, Texas in accordance with the rules of the American Arbitration Association for Commercial Disputes (“Arbitration Rules”) unless the parties stipulate otherwise. The arbitrator(s) shall not render any award or decision inconsistent with the terms and conditions of the Agreement including its limitation of liability provisions. If any arbitration or action at law or in equity is necessary to enforce or interpret the terms of the Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements incurred both before and after any judgment or decision in addition to any other relief to which such party may be entitled. Each party waives any right to adjudicate any controversy in any other court or forum, except that a party may seek interim relief before the start of arbitration as allowed by the Arbitration Rules and such other injunctive relief to the extent not available by arbitration. Jurisdiction and venue for all purposes shall be in Travis County, Texas.

9.6 Notices.

The parties agree that electronic mail shall be deemed to be a written instrument signed by the person electronically indicated as the sender of such e-mail. Any notice, invoice or communication required or permitted to be given hereunder shall be made in writing and shall be deemed to have been given to the intended recipient upon (i) hand delivery, (ii) actual or attempted delivery to such party’s address according to evidence of delivery by a recognized independent courier service, (iii) electronic facsimile transmission according to the facsimile transmission confirmation receipt, or (iv) electronic confirmation of electronic mail delivery, in each case at the address, telecopy number or e-mail address listed for such party in the Services Agreement. Either party may designate a different address by giving notice to the other in accordance with this Section.

9.7 Force Majeure.

If, after the Services Agreement is executed, the economic situation changes substantially, or if events constituting force majeure or other events beyond Consultant’s control arise as a result of which Consultant would no longer be interested in implementing or completing the project described in the Services Agreement, then Consultant will have the option either to rescind the Services Agreement or to extend the agreed delivery periods. In the event Consultant exercises these rights, Consultant shall have no liability to Customer and Customer will not be entitled to assert any claims against Consultant. No delay or default of Consultant in performing its obligations shall be considered a breach, and no damages shall be owed to Customer in connection therewith, if such delay or default is caused by or results from unforeseen circumstances or an event beyond the reasonable control of Consultant, including fire, flood, earthquake, explosion, accident, governmental action, failure of suppliers, strike, lockout, riot, acts of war (whether or not so declared), sabotage or defects or errors in hardware or software used in connection with the Consultant’s services (including alpha and beta release software tools chosen by Consultant in its discretion).

9.8 Construction.

Whenever in the Agreement the singular number is used, the same shall include the plural where appropriate (and vice versa), and words of any gender shall include each other gender where appropriate. As used in the Agreement, (i) “or” means “and/or”; (ii) “business day” means any day on which banks in Texas are open for business; and (iii) “including” or “include” means “including without limitation.” Section and other headings are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of the Agreement or any of its provisions. All pronouns and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the person or persons may require. The parties are sophisticated and were or could have been represented by legal counsel during the negotiation of the Agreement. Accordingly, the parties believe the presumption of any laws or rules relating to the interpretation of contracts against the drafter thereof should not apply, and hereby waive any such presumption and agree that the Agreement shall be construed fairly and not against either party.

9.9 Survival.

Upon termination or expiration of the Agreement, all rights and duties of the parties toward each other shall cease except the following shall survive indefinitely: (i) the Customer shall pay, within thirty (30) days of the effective date of termination or expiration, all amounts owing to Consultant under this Agreement at such effective date, including any expenses; and (ii) these Standard Terms and Conditions shall survive such termination or expiration.

9.10 Independent Contractor Status.

Neither Consultant nor Consultant’s employees are or shall be deemed employees of or partners or joint venturers with the Customer. Consultant maintains a separate place of business from Customer and a separate set of books and records that reflect all items of income and expense for Consultant’s business.

9.11 Estimates.

Estimated and quoted prices do not include sales, use, service, value added, excise or other taxes or customs duties which, when applicable, will be paid by Customer or, if paid by Consultant, will be reimbursed to Consultant in accordance with Consultant’s invoice procedure. Any estimates of cost or time are provided as a reasonable estimate of total cost and not as a fixed price. Time estimates are not, and shall not be construed as, completion deadlines.

9.12 Disputed Charges.

Any invoiced charges that are not disputed by Customer in accordance with this Section shall be deemed accepted and correct. Customer may reasonably and in good faith dispute any charge in an invoice (the “Disputed Charge”) and withhold payment only for the Disputed Charge after giving written notice to Consultant describing in reasonable detail the basis for such Disputed Charge within seven days after receiving Consultant’s invoice. The parties shall work together in good faith to resolve any such Disputed Charge. If the parties mutually determine the Customer owes any Disputed Charge, Customer shall, within five business days, pay such amount including interest accrued from the date the payment was due as if it were not a Disputed Charge. If the parties are unable to resolve the Disputed Charge within ten days of Customer’s notice of the same, the parties shall be entitled to pursue all available remedies.

9.13 Change Orders.

After receiving Customer’s request detailing the nature of any desired changes to the Services, products and/or the scope or quantity thereof under an Agreement or Order, Consultant may review Customer’s requested change upon Customer’s payment to Consultant of a mutually agreed review and proposal fee. If Consultant is willing to make the desired changes, Consultant may present Customer with a proposal for the changes including any additional fees, charges and extensions to any projected target schedules. Such proposal shall be automatically rejected unless signed and returned by Customer to Consultant within (3) three business days after Customer’s receipt. If the proposal is timely signed and returned as provided in this Section, it shall become an amendment (“Change Order”) and binding addendum to the Agreement. Consultant shall not be obligated to make any alterations, additions or deletions to any Services or products until receipt of an effective Change Order under this Section; provided, however, any election by Consultant to begin or complete alterations, additions or deletions requested in writing by Customer but not documented by a Change Order shall not constitute a waiver by Consultant to its right to compensation, and Consultant shall be paid for the reasonable value of such work. Consultant will not be obligated to proceed with any changes until a Change Order is signed and any advance payments described therein are paid. Consultant has no obligation to stop work while a Change Order is being discussed, unless continued work would be counterproductive to the proposed change order and Customer pays any additional costs and expenses that are reasonably estimated by Consultant to result from such work stoppage.

9.14 Security Interest Grant.

As security for its obligations hereunder, Customer hereby pledges and grants to Consultant a security interest in all right, title and interest of Customer now owned or hereafter acquired in and to Collateral now or hereafter existing and now or hereafter subject to Consultant’s access and/or control. “Collateral” means (i) equipment and fixtures (including, without limitation, servers, peripherals, cabling, wiring and other tangible assets of Customer located or used at any location subject to Consultant’s access or control), together with all additions and accessions thereto and replacements therefor (collectively, the “Equipment”), (ii) all Work Product and general intangibles in written and electronic form (including, without limitation, customer and supplier lists, books, records, information, contracts and software) (collectively, the “General Intangibles”), (iii) records evidencing both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods (collectively, the “Chattel Paper”), and (iv) all proceeds of the foregoing (including, without limitation, whatever is receivable or received when Collateral or proceeds are sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and insurance proceeds and premium returns and refunds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). As used in this Section, “monetary obligation” means a monetary obligation secured by the goods or owed under a lease of the goods and includes without limitation a monetary obligation with respect to software used in the goods.

9.15 Secured Creditor Rights.

Upon Customer’s failure to pay any amount due Consultant, Consultant shall have the rights of a secured creditor under the UCC, all rights granted by this Agreement and by law, including without limitation, the right (a) at Customer’s expense to store, process, repair or recondition the Collateral or otherwise prepare it for disposition in any manner and the right to store, process, repair or recondition it or otherwise prepare it for disposition in any manner, (b) to use without charge in connection with such preparation and disposition, any trademark, trade name, copyright, patent or technical process used by Customer, and (c) to eradicate or render unreadable any information stored on or in the Collateral. Customer hereby agrees that ten (10) days’ prior notice to Customer of any intended sale or disposition of any Collateral is reasonable. Customer acknowledges and agrees that it will not remove or make unavailable to Consultant any Collateral that is subject to Consultant’s access and/or control, as the case may be, without Consultant’s prior written consent or payment in full of all amounts payable to Consultant.

9.16 Intellectual Property License.

Customer hereby grants to Consultant an unconditional, irrevocable, non-exclusive license (exercisable without royalty or other payment by Consultant, but only in connection with the exercise of its remedies) to use, license or sublicense any patent, trademark, trade name, copyright or other intellectual property in which Customer now or hereafter has any right, title or interest, together with the right of access to all media in which any of the foregoing may be recorded or stored.

9.17 Access Control.

Consultant will have the right to deny access by Customer and all others to any of the Services or products (including without limitation any intellectual property and Work Product) after Customer fails to fully perform any of its obligations to Consultant. Customer releases, indemnifies, defends, and holds harmless Consultant from any exposure, lawsuits, claims, demands, or liability for any denial of access.

9.18 Warranties by Customer.

Customer represents and warrants to Consultant that (a) Customer has the legal right and authority to place and use the Services, Work Product and products as contemplated by the applicable Agreement or Order; (b) Customer is duly organized and has the authority to enter into each Agreement and Order and to perform its obligations thereunder; (c) the person signing the Agreement and Order on behalf of Customer is authorized to do so, and upon its execution by such person, the Agreement or Order, as applicable, is the legally binding obligation of Customer; and (d) use of the Services, Work Product and any other products by Customer and Customer’s end users does not and will not violate applicable laws or regulations.

9.19 Further Assurances.

Customer agrees to promptly procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Consultant to perfect, maintain and protect its security interest hereunder and the priority thereof and to deliver promptly to Consultant all originals of Collateral consisting of instruments. Customer hereby irrevocably appoints Consultant as its attorney-in-fact and agrees that Consultant may perform in the name and stead of Customer at Customer’s expense (but Consultant shall not be obligated to and shall incur no liability to Customer or any third party for failure so to do) any act which Customer is obligated by this Agreement to perform, and to exercise such rights and powers as Customer might exercise with respect to the Collateral, including without limitation the right to (i) collect by legal proceeding or otherwise and endorse, receive and receipt for all distributions, proceeds and other sums and property now or hereafter payable with respect to or on account of the Collateral; (ii) insure, process and preserve the Collateral; (iii) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (iv) pay any indebtedness or obligations of Customer relating to the Collateral; and (v) execute, deliver and file any and all UCC financing statements and other documents, instruments and agreements required hereunder. Except as expressly required by this Agreement or by a nonwaivable provision of law, Consultant shall not be required to make any presentment, demand or protest, or give any notice in connection with Customer’s breach of this Agreement or nonperformance by Customer of its obligations hereunder or with respect to the Collateral.