Professional Services Addendum

This PROFESSIONAL SERVICES ADDENDUM (“Addendum”) is an addendum to the Agreement between Ministry Brands Holdings, LLC (“Ministry Brands”) and the entity listed as the Customer on the Order Form. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. With respect to Professional Services, in the event of a conflict among the Statement of Work, this Addendum, and the Agreement, the following order of precedence shall control: (1) Statement of Work; (2) this Addendum; and (3) the Agreement.

ARTICLE 1       SCOPE OF SERVICES

            Subject to the terms and conditions of the Agreement and this Addendum, Ministry Brands will provide Customer with services (the “Professional Services”) set forth in the applicable statements of work executed by Ministry Brands and Customer or an Order Form executed by Ministry Brands and Customer (each, a “Statement of Work” or “SOW”). All Statements of Work shall be deemed part of and subject to this Addendum. If a change in project scope is required, such change(s) and associated fees for additional Professional Services to be provided will be described in a document signed by the parties (a “Change Order”). Subject to the terms and conditions of the Agreement, and during the Term, Customer shall have the non-exclusive, non-transferable, worldwide, limited right to use any deliverables and/or training materials delivered by Ministry Brands to Customer as part of the Professional Services (“Deliverables”) solely for Customer’s internal business operations in connection with its authorized use of the Platform as described in the Agreement.

            Unless otherwise authorized in writing by Ministry Brands, Customer is prohibited from: (a) modifying the Deliverables; (b) reselling or sublicensing any Deliverables; (c) using the Deliverables to replicate or attempt to perform the Professional Services, including without limitation any portion of the Professional Services that involves training; and (d) developing or attempting to develop any of the product described in any training Deliverables.

ARTICLE 2       FEES

            Customer shall pay Ministry Brands the fees and charges (“Fees”) with respect to the Professional Services set forth in, and in accordance with, the Order Form or the SOW. Unless the SOW expressly states otherwise and all payment obligations for Professional Services are non-cancelable and associated fees are non-refundable, non-transferable, and cannot be used as a credit toward any other amounts due to Ministry Brands. In addition, Customer shall reimburse Ministry Brands for all reasonable out-of-pocket expenses (e.g. travel, lodging, meals) incurred in connection with the provision of Professional Services.

ARTICLE 3       INTELLECTUAL PROPERTY

            All right, title and interest in and to all recommendations, ideas, techniques, know-how, designs, programs, training manuals, development tools, processes, integrations enhancements in the course of providing Professional Services, including all Intellectual Property Rights pertaining thereto shall vest in Ministry Brands (the “Ministry Brands Intellectual Property”). Nothing contained in this Addendum shall be construed as transferring any such rights to Customer or any third party except as expressly set forth herein. Subject to the foregoing, Ministry Brands grants Customer a royalty-free, non-exclusive, non-transferable license to use the Ministry Brands Intellectual Property incorporated into the Deliverables solely for its internal purposes in connection with its authorized use of the Platform as set forth in the Agreement.

ARTICLE 4       TERM

This Addendum shall be effective as of the Effective Date of the Agreement and shall continue in effect during the Term of this Agreement. Each SOW shall commence on the effective date of the SOW as set forth therein, and shall expire upon completion of the project set forth in the applicable SOW, or as otherwise set forth in the applicable SOW or Order Form. Once signed by both parties, and SOW shall be non-cancellable, except as otherwise expressly provided in such SOW or Order Form.

ARTICLE 4       INDEPENDENT CONTRACTOR

The relationship between Ministry Brands and Customer pursuant to this Addendum will be that of independent contractors. Neither party shall have the authority to bind the other, to assume or create any obligation, to enter into any agreements, or to make any representations and warranties on behalf of the other.

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