These Standard Terms and Conditions (“Terms and Conditions”) apply to and govern certain services to be provided by Unbridled Media LLC (“Company”) to the customer (“Customer”) identified in an order form, statement of work, or similar document (“Order”) agreed to by Company and Customer incorporating by reference these Terms and Conditions. These Terms and Conditions together with any Order(s) are collectively referred to as this “Agreement.” In the event of a conflict between the terms and conditions of these Terms and Conditions and those of an Order, the terms and conditions of the Order will prevail and control, but only with respect to that specific Order. THE PROVISION OF SERVICES UNDER AN ORDER IS EXPRESSLY MADE CONDITIONAL ON CUSTOMER’S ASSENT TO THESE TERMS AND CONDITIONS, AND COMPANY AGREES TO PROVIDE THE SERVICES DESCRIBED IN AN ORDER ONLY UPON THESE TERMS AND CONDITIONS.
Any different or additional terms set forth in Customer’s purchase order, invoice or similar document are specifically excluded; provided, however, IN THE EVENT THAT CUSTOMER AND COMPANY HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT GOVERNING THE SERVICES (“MASTER SERVICES AGREEMENT”), THE TERMS OF THAT MASTER SERVICES AGREEMENT WILL APPLY IN PLACE OF THESE TERMS AND CONDITIONS AND THESE TERMS AND CONDITIONS WILL BE OF NO FORCE OR EFFECT WITH RESPECT TO SUCH SERVICES.
- Definitions. As used in this Agreement or any Appendix hereto:
1.1. “Deliverable(s)” means a deliverable delivered pursuant to a Statement of Work.
1.2. “Fees” means the fees for the provision of Services and Deliverables set forth in the applicable Statement of Work.
1.3. “Intellectual Property Rights” means all known or hereafter existing worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, know-how, moral rights, contract rights, and other proprietary rights.
1.4. “Services” means those graphic design, videography, photography, production, content creation, branding, development, planning, managing, coordinating, implementing, consulting, customization, professional and other services and assistance to be provided by Company or its subcontractors to Customer as described in any applicable Statement of Work.
1.5. “Statement of Work” means an Order that details the general engagement plan for any Services to be performed by Company under this Agreement, executed pursuant to and made a part of this Agreement from time to time.
1.6. Capitalized terms not specifically outlined in this Section shall have the respective meanings ascribed to them in this Agreement. - Scope of Services.
2.1. Statements of Work. If the parties have executed a Statement of Work for the performance of Services, then subject to the terms and conditions of this Agreement, including without limitation, payment by Customer of the Fees in accordance with any payment schedule agreed to by the parties in the Statement of Work, Company will use commercially reasonable efforts to perform the Services in accordance with such Statement of Work.
2.2. Estimated Cost and Timeframes of Services. Customer acknowledges that costs, time frames and dates for completion of the Services as set out in a Statement of Work are estimates only and the ability to meet them is influenced by a range of factors including: (a) the developing nature of the scope of work described in the Statement of Work; (b) the performance of third party contractors involved in the process; and (c) times of response by and level of cooperation of Customer. Obligations as to time are therefore on a “reasonable efforts” basis only and Company shall not be liable for failure to meet time frames or completion dates except to the extent resulting from Company’s gross negligence. In addition, Company shall not be liable for failure to meet time frames or completion dates for Services to the extent any such failure is due to an act or omission of Customer.
2.3. Customer Assistance. Customer shall provide Company with such resources, information and assistance as Company may reasonably request in connection with the performance of the Services.
2.4. Company Retention of Project Materials. Upon completion of the Services and delivery of the completed Deliverables and supporting files as contemplated under the applicable Order (“Project Materials”) to Customer, Company shall have no obligation to retain, archive, or store any Project Materials beyond the date of completion of the Services or term of the applicable Order (“Order Completion”). If Customer desires Company to retain Project Materials for a period beyond Order Completion, such retention must be requested in writing by Customer prior to completion, termination or expiration of the Order Form and shall be subject to separate agreement between the parties regarding applicable storage fees. Absent such an agreement, Company may delete or otherwise dispose of the Project Materials at its discretion without any further obligation to Customer after Order Completion. - Term and Termination.
3.1. Term. The term of this Agreement will begin on the Effective Date and will continue until terminated as provided in Section 3.2 (the “Term”).
3.2. Termination. Either party may terminate this Agreement, any Statement of Work then in-effect, if the other party (a) breaches any material provision of this Agreement and does not cure such breach within fifteen (15) days after receiving written notice thereof; (b) shall formally declare bankruptcy, insolvency, reorganization, liquidation, or receivership; or (c) shall have instigated against it bankruptcy, insolvency, reorganization, liquidation, or receivership proceedings, and shall fail to remove itself from such proceedings within ten (10) days from the date of institution of such proceedings. At any time, either party may terminate this Agreement one or more particular Statements of Work for any reason, or for no reason, by providing thirty (30) days’ written notice to the other party, subject to Section 4.6.
3.3. Effects of Termination. Upon termination or expiration of this Agreement for any reason: (a) all Statements of Works under this Agreement will immediately terminate; (b) all rights granted in this Agreement and any Statement of Work will immediately cease to exist; and (c) Customer will return to Company or destroy all copies of the Documentation in Customer’s possession. Upon termination or expiration of any Statement of Work for any reason, any amounts owed to Company under that Statement of Work before such termination or expiration will be immediately due and payable, including any amounts due for Services performed and expenses incurred prior to such termination or expiration, without regard to whether any invoices had or had not been issued, and Customer shall pay any applicable Cancellation Fees (as defined below) pursuant to Section 4.6. If either party terminates a Statement of Work, such termination will have no effect upon any other Statement of Work that may be in effect unless either party terminates such other Statement of Work in accordance with this Agreement.
3.4. Survival. Sections 3.3, 3.4, 4, 5, 6, 7, 8, 9 and 10, together with any accrued payment obligations, will survive expiration or termination of this Agreement for any reason. - Fees and Payment.
4.1. Fees. Customer will timely pay Company all Fees as specified in the Statement of Work. In the event a Statement of Work does not reference any specific pricing, such Services shall be performed at Company’s then-current rates on a time and materials basis; that is, Customer shall pay Company for the time spent performing the relevant Services, plus materials, taxes (if applicable) and expenses. Any monetary limit referenced in a Statement of Work shall be an estimate only for the purposes of Customer’s budgeting and Company’s resource scheduling unless expressly stated to be a definitive limit. All Fees shall be considered earned as work is performed.
4.2. Expenses. Customer will reimburse Company for all reasonable out-of-pocket expenses (including travel and accommodation expenses) incurred by Company in providing the Services. Company reserves the right, in its sole discretion, to require Customer to pre-pay any third-party expenses that Company reasonably expects to incur in connection with the Services. Upon Company’s request, Customer shall promptly pre-pay such third-party expenses before Company incurs them. Company will provide Customer with documentation of such third-party expenses upon request.
4.3. Payment Terms. Unless otherwise expressly provided in an applicable Order, and except as set forth in Section 4.2 with respect to third-party expenses, Customer will pay Company eighty percent (80%) of the Order budget set forth in the applicable Order within thirty (30) days after the parties duly execute such Order. The remaining twenty percent (20%) of the Order budget shall be due within thirty (30) days after Order Completion. All payments must be made in U.S. dollars. If any sum required to be paid hereunder is not paid when due, interest shall accrue on the unpaid amounts at the rate of eighteen percent (18%) per annum until paid or such maximum interest rate permitted under applicable law, whichever is less.
4.4. Taxes. Fees do not include any sales, use, or other taxes, or any applicable export and import fees, customs duties or similar charges (collectively “Taxes”), all of which shall be Customer’s responsibility. To the extent any such Taxes are required to be collected and paid by Company, they will be invoiced to Customer.
4.5. Additions, Changes, Rush Charges. Should Customer request (i) a change or addition to the Services beyond the scope of the applicable Statement of Work, such as significant revisions to approved script(s) or edited video(s), the addition of new elements, or the replacement of new designs after an existing concept has been approved and/or completed; or (ii) request expedited processing, accelerated timelines, or deviations from the agreed-upon schedule (collectively a “Customer Change”), Company will invoice for such Customer Change in addition to the Fees in the applicable Statement of Work.
4.6. Cancellation. Should this Agreement or a Statement of Work be terminated by Customer prior to its completion (except for termination by Customer pursuant to Sections 3.2(a), 3.2(b) or 3.2(c)), or be terminated by Company pursuant to Sections 3.2(a), 3.2(b) or 3.2(c), a cancellation fee shall be due to Company; provided, however, in no event shall the cancellation fee exceed the total Fees agreed upon in the applicable Statement of Work (“Cancellation Fee”). The Cancellation Fee shall be due and payable within thirty (30) days of the applicable early termination. The Cancellation Fee shall be the greater of 4.6.1 and 4.6.2, as set forth below:
4.6.1. If cancellation occurs prior to Order Completion, Customer shall be responsible for a Cancellation Fee based on the percentage of completion of the applicable Order, as reasonably determined and documented by Company, as follows:
4.6.1.1. 0-25% completion – Customer shall pay 25% of the total Order budget.
4.6.1.2. 26-50% completion – Customer shall pay 50% of the total Order budget.
4.6.1.3. 51-75% completion – Customer shall pay 75% of the total Order budget.
4.6.1.4. 76-100% completion – Customer shall pay 100% of the total Order budget.
4.6.2. The total of Company’s billable rates incurred for Services rendered up to the effective cancellation date, plus all non-cancelable obligations incurred by Company in connection with the Services.
4.6.3. Notwithstanding anything herein, if cancellation occurs within one (1) week of the anticipated Order Completion, Customer shall pay an amount equal to one hundred percent (100%) of the total Order budget. - Representations and Warranties.
5.1. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
5.2. Limited Warranty. Subject to the terms and conditions of this Agreement, Company warrants to Customer that the Services will be performed in a professional manner consistent with industry standards and in accordance with the applicable Statement of Work. Company shall, as its sole obligation and Customer’s sole and exclusive remedy for any breach of the warranty set forth in this Section 5.2, re-perform the Services which gave rise to the breach or, at Company’s option, refund the fees paid by Customer for the Services which gave rise to the breach; provided that Customer shall notify Company in writing of the breach within thirty (30) days following its receipt of the defective Deliverable or the performance of the defective Services, specifying the breach in sufficient detail.
5.3. Customer Warranties. Customer may provide to Company certain graphics, logos, trademarks, images, names, data or other information for Company’s use in the Services (“Customer Content”). Customer represents and warrants that it holds all necessary rights to permit Company’s use of the Customer Content for the purpose of this Agreement, and that the use, reproduction, distribution, transmission or display of Customer Content, will not: (a) violate any criminal laws or any rights of any third parties; or (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Customer further represents and warrants that its use of any Deliverables shall comply with all applicable laws, regulations.
5.4. Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 5.2, THE SERVICES, DELIVERABLES, AND ANY COMPANY PROPERTY ARE PROVIDED “AS IS,” COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE OR COURSE OF DEALING. COMPANY DOES NOT WARRANT THAT THE SERVICES, DELIVERABLES, OR THE COMPANY PROPERTY WILL MEET CUSTOMER’S REQUIREMENTS. - Confidentiality.
6.1. Protection of Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). Any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party.
6.2. Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
6.3. Exceptions. The Receiving Party’s obligations under Section 6.2 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party, to the extent legally permissible, notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
6.4. Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party and/or upon the expiration or termination of this Agreement provided, however, that the Receiving Party, subject to the use and disclosure restrictions set forth herein: (a) shall be entitled to retain one archival copy thereof solely for purposes of determining its continuing obligations under this Agreement; and (b) shall not be required to destroy (i) any records required to be held by it in accordance with applicable law, or (ii) computer records or files that have been created pursuant to the Receiving Party’s automatic archiving and back-up procedures and the removal of which is not technically reasonable. - Ownership and License
7.1. Deliverables. Contingent upon Customer’s full payment of applicable Fees, and subject to this Section 7.1 and Sections 7.2 and 7.3, Deliverables produced as a result of the Services performed by Company under this Agreement shall be the property of Customer. Company shall retain the right to use, reproduce, and display Deliverables for marketing purposes on its website, social media, and other promotional purposes. Customer understands and agrees that Deliverables may not be reproduced or modified in any form and Customer further agrees and understands that reproduction or editing by any means, mechanical or electronic, without the explicit written permission of Company is expressly prohibited. Any copyright, trademark, and other proprietary notices in a Deliverable shall not be removed.
7.2. Company Property. Company shall retain all Intellectual Property Rights in any and all tools, routines, programs, code, designs, technology, images, ideas, know-how, processes, project files, formulas, techniques, improvements, inventions and works of authorship which are made, developed, conceived or reduced to practice by Company or its agents in connection with this Agreement and which have general applicability apart from the Deliverables and any derivative works thereof. Subject to the terms and conditions of this Agreement, Company hereby grants to Customer a non-exclusive, perpetual, worldwide, right and license, under all of Company’s Intellectual Property Rights, to all Company Property incorporated into any Deliverable solely for Customer’s use and exploitation of such Deliverable on the condition that Customer does not: (a) reproduce, distribute, or use Company Property other than as components of the Deliverable; or (b) sublicense any rights in Company Property other than in support of Customer’s internal business purposes.
7.3. Third-Party Content. Company shall obtain and maintain all necessary licenses, permissions, releases, and rights to use any third-party content, including without limitation any images, footage, music, sound recordings, photographs, artwork, or other materials (“Third-Party Content”) that Company incorporates into any Deliverable. All rights, title, and interest in and to such Third-Party Content, including all Intellectual Property Rights therein, shall be owned by Company or the licensor(s) of such Third-Party Content.
7.4. Third-Party Technology. Customer acknowledges, understands, and consents to Company’s utilization of certain third-party technologies, tools, programs or software (“Third-Party Technology”) in the performance of the Services and completion of any Deliverables contemplated herein, including but not limited to, creation, editing, enhancement, or post-production. For the avoidance of doubt, Third-Party Technology may include, without limitation, “open source” software and generative artificial intelligence technologies. If Customer requires Third Party Technology to be excluded from any aspect of the Services or Deliverables, Customer shall provide written notification to Company of such restriction prior to its execution of the applicable Statement of Work and such restriction shall be set forth in that Statement of Work.
7.5. Reservation of Rights. Company reserves all rights not expressly granted to Customer under this Agreement. - Authorized Agent & Indemnification. Customer authorizes Company to act as its agent to order and coordinate services and products from and with appropriate vendors to fulfill the duties of Company as described herein. Customer hereby agree to indemnify, defend, and hold harmless Company and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Parties arising in any manner from: (i) Customer’s access to or use of any Deliverable and Service; (ii) Company’s use of any Customer Content or other information provided to Company by or on behalf of Customer under this Agreement; and (iii) Customer’s breach of any representation, warranty, or other provision of this Agreement. Company will provide Customer with notice of any such claim or allegation, and Company will have the right to participate in the defense of any such claim at its expense. Customer will not settle ay such claim without Company’s prior written consent (not to be unreasonably withheld).
- Limitations of Liability. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT. COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY STATEMENT OF WORK, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO COMPANY UNDER THE APPLICABLE STATEMENT OF WORK. THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT THEY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.
- General.
10.1. Publicity. Company may: (a) use Customer’s business name and logo in digital and written materials identifying Company’s customers; (b) identify Customer in applicable case studies; and (c) identify Customer as a reference for prospective customers (provided that Customer shall not be obligated to comment in any way).
10.2. Compliance with Laws. Each party agrees to comply with all applicable laws and regulations, in its use of all Deliverables.
10.3. Modifications to Terms and Conditions. Company reserves the right to amend, modify, or update these Terms and Conditions at any time without prior notice to the Customer. Continued use of the Services after any such changes shall constitute acceptance of the revised Terms and Conditions.
10.4. Assignments. Customer shall not assign any rights or obligations arising under this Agreement, whether by operation or law or otherwise, without the prior written consent of Company. Subject to the foregoing limitation, this Agreement shall inure to the benefit of and shall be binding on the successors and assigns of the parties.
10.5. Force Majeure. In the event that performance by Company hereunder is delayed, hindered, or prevented by reason beyond the control of Company, including failure of power, riots, insurrection, war, labor disputes, Acts of God or other reasons of a similar nature, then such performance shall be excused for the period of such delay and the period for the performance of any such work or act shall be extended for a period equivalent to the period of such delay.
10.6. Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Company by postal mail to: Unbridled Media LLC, [1115 Grant St., Denver, CO, 80203] [[email protected]]. Company may provide Customer with any notices required or allowed under this Agreement by sending Customer an e-mail to any e-mail address Company has on file for Customer. In the case of any notice applicable both to Customer and other customers of Company, Company may instead provide such notice by posting on the Company’s website. Notices provided to Company will be deemed given when actually received by Company. Notice provided to Customer will be deemed given 24 hours after posting to Company’s website or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
10.7. Governing Law and Venue. This Agreement and all Statements of Work will be governed by and interpreted in accordance with the laws of the State of Colorado, without reference to its choice of laws rules. Subject to Section 10.8, any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in Denver, Colorado and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
10.8. Dispute Resolution. Company and Customer agree that they shall attempt to settle any claim or controversy arising hereunder initially through mediation. If such mediation shall fail to resolve such dispute, then such dispute shall be submitted to final and binding arbitration before JAMS (formerly Judicial Arbitration and Mediation Services), or its successor. Either party may commence the arbitration process called for in this Section by filing a written demand for arbitration with JAMS, with a copy to the other party. The arbitration will be conducted in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS and with one another in selecting a single arbitrator from JAMS’ panel of neutrals, and in scheduling the arbitration proceedings, which shall take place in Denver, Colorado, and in the English language. The parties agree that they will participate in the arbitration in good faith, and that they will share equally in its costs. The provisions of this Section may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. Notwithstanding the foregoing, each party may seek injunctive relief in a Court of competent jurisdiction.
10.9. Remedies. Except as otherwise expressly provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
10.10. Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.11. Severability. If any provision of this Agreement or a Statement of Work is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
10.12. Independent Contractor. Customer and Company hereby declare and agree that each is engaged in an independent business and shall perform its obligations under this Agreement as an independent contractor and not as an employee or servant of the other. Each has and hereby retains the right to exercise full control of and supervision of the performance of its own obligations hereunder and full control over the employment, direction, compensation and discharge of its own employees assisting in the performance of such obligations. Each party shall be solely responsible for all matters relating to payment of its own employees including compliance with workers compensation, unemployment, disability insurance, social security, withholding and all other federal, state and local laws, rules and regulations.
10.13. No Endorsement. Customer shall not represent, imply, or hold out to third parties that Company is endorsing, recommending, sponsoring, or approving the activities, products, offerings, or business practices of Customer. Any such representation is strictly prohibited unless explicitly authorized in writing by Company. Customer’s use of any Deliverable developed or intended for use by or in connection with Customer’s activities, as contemplated herein, shall strictly comply with all restrictions and obligations set forth in this Agreement.
10.14. Construction. The headings of Sections of this Agreement and any Statement of Work are for convenience and are not to be used in interpretation. As used in this Agreement and all Statements of Work, the word “including” means “including but not limited to.”
10.15. Non-Solicitation of Personnel. Customer shall not, during the term of the Agreement and for one (1) year thereafter, directly or indirectly hire or attempt to hire any Company employee or independent contractor without Company’s prior written consent; provided that the foregoing shall not prohibit Customer from issuing advertisements of a general nature not specifically directed at any such employee or independent contractor or using any recruiting agency that does not specifically target any such employee or independent contractor.
10.16. Entire Agreement. This Agreement, including any Statement of Work or other documents incorporated herein or therein, constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement and any Statement of Work shall not be modified except by the mutual written agreement of the parties, including an Addendum to Terms and Conditions executed by the parties.
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