XenDirect License Agreement.pdf

180502.0900

- 1 -LICENSEE NAME HERE

Master Software License Agreement

This Master Software License Agreement (“Agreement”) is made this_______________, (“Effective Date”) between Xenegrade Corp., (“Xenegrade”), a Florida Corporation and existing under the laws of the State of Florida, and having its principal mailing address located at 4905 34th Street South #1500, St Petersburg, Florida, 33711, and the Board of Regents of the University of Wisconsin System, University of Wisconsin –Shared Services, (“Licensee”), an educational corporation organized and existing under the laws of the State of Wisconsin, and having its principal place of business located at 780 Regent Street, Madison, WI 53715. Licensee and Xenegrade may be referred to individually as a “Party” and collectively as the “Parties.”

1. LICENSE. Xenegrade grants to Licensee, and Licensee accepts, a limited, nontransferable, nonexclusive license to use the

XenDirect web-based student records management and registration software system in machine readable, object code form only (“Software”), and any accompanying user documentation (“User Documentation”) for the Software, subject to the terms of and only as authorized in this Agreement. This Agreement permits authorized users of Licensee to use the Software during the licensing period. For purposes of this Agreement, the Software includes not only the computer program listed, but also all applications or modifications written by Xenegrade for Licensee. Licensee has a non-transferable license to use such applications or modifications under the terms of this License.

2. NUMBER OF USERS/DURATION/LICENSE FEE. The number of authorized users, duration of the license granted hereunder, and fee schedule for the license granted hereunder are set forth in Addendum A hereto which is incorporated herein. Upon expiration and by approval of the Parties, this agreement can be extended via an addendum in lieu of a new agreement.

3. COPYRIGHT. The Software is owned by Xenegrade or its third-party licensors, contains trade secret and proprietary information owned by Xenegrade or its third-party licensors, and is protected by various intellectual property rights/laws, including United States copyright laws and international trade provisions. This Agreement does not provide Licensee with any title and/or ownership of the Software. Licensee shall treat the Software like any other copyrighted material except that Licensee may make copies of any written materials accompanying the Software for internal training and reference purposes only. All permitted copies of the Software and the User Documentation must include Xenegrade’s copyright and other proprietary notices.

4. DATA OWNERSHIP. The Licensee is considered the data controller and owns all data obtained or generated by Software from Licensee or Licensee’s authorized users, including customers. At termination of this agreement, Xenegrade shall package and transfer data to Licensee in a standard package (external hard drive) or electronically within 30 calendar days. Xenegrade will retain no copies of data after transfer has been confirmed and validated by the Licensee. Xenegrade is considered the data processor and makes no claim of ownership to data obtained by the Software on behalf of the Licensee.

5. OTHER RESTRICTIONS. Licensee agrees that the Software and the User Documentation are proprietary products and that all right, title and interest in and to the Software and User Documentation, including all associated intellectual property rights, are and shall at all times remain with Xenegrade and its third-party licensors. Licensee shall keep the Software free and clear of all claims, liens and encumbrances. Licensee may not sublicense, assign, sell, rent, lend or lease the Software or the User Documentation, or any portions thereof. Licensee may not reverse engineer, disassemble, decompile or make any attempt to ascertain, derive or obtain the source code for the Software.

6. MAINTENANCE. Under this Agreement, payment of Xenegrade’s service fees entitles Licensee to receive maintenance services as set forth in Addendum A hereto which is incorporated herein, including: (i) support in the form of advice (“Advice”) on the use of the Software; (ii) code corrections and fixes (“Updates”) required to keep the Software performing to the functional specifications contained in the User Documentation; (iii) enhancements to existing features (“Enhancements”); (iv) updated User Documentation as it is made available to Xenegrade’s general client base; and (v) optional carryover of XenDirect data from previous year. Updates and Enhancements to the Software are provided based on features available per version (“Edition”).

Not all Editions have the same features. Xenegrade reserves the right to charge separately for new features that include substantial new functionality and any change in the operating system or database.

Licensee is responsible for maintaining and/or updating all non-Xenegrade software used in conjunction with the Software, including but not limited to operating system software, internet browser software, word processing, spreadsheet, reporting and/or database software; and maintaining and/or upgrading any hardware and/or memory on the system on which Licensee uses the Software. If Licensee is using Xenegrade products that require a common database, Licensee must remain current on maintenance for all products for as long as the software is in use in order to assure the integrity of Licensee’s Software. Cancellation of maintenance on any one system may cause incompatibilities with related products, and performance of all Software could be adversely affected. Xenegrade has no other responsibilities with respect to Maintenance other than those specified in this Section and will not be responsible for maintaining other than the most current, unaltered release of the Software.

DocuSign Envelope ID: 6D98E731-7DCB-4D9F-A467-FE7877206BAA

3/15/2021 | 7:17 AM CDT

- 2 -LICENSEE NAME HERE

7. LIMITED WARRANTY. During the Software licensing period (the “Warranty Period”), Xenegrade warrants that the Software will perform substantially in accordance with the functional specifications contained in the User Documentation and that Xenegrade will exercise due professional care and competence in performing Maintenance services (“Services”). Xenegrade represents that it is fully capable and willing to provide the Services; that it has full right and authority to enter into this Agreement; that no consent, authorization, order or approval of, or filing or registration with any governmental agency, commission, board, other regulatory body, any person or entity or any corporate affiliates is required for or in connection with the execution and delivery of this Agreement by Xenegrade and the performance of Services hereunder; that it is not a party to, subject to, or bound by, any agreement, judgment, order, writ, injunction or decree which would prevent the carrying out of this Agreement. Xenegrade warrants and represents that the Software and User Documentation will be accessible in accordance with Section 504 and 508 of the Rehabilitation Act of 1973, as amended, and the Americans with Disabilities Act of 1990, as amended. Any written or oral information or representations provided by Xenegrade agents, employees, resellers, consultants or service providers with respect to the use or operation of the Software will in no way increase the scope of this warranty. Xenegrade does not warrant performance of any of Licensee’s hardware. Xenegrade does not warrant Licensee’s ability to connect to the internet or access Xenegrade’s Software over the internet. Xenegrade does not warrant the performance of any internet service provider that may be utilized by Licensee for internet access. Xenegrade shall have no responsibility whatsoever with respect to Licensee’s inability to access the Software as a result of any internet access failures and/or downtime.

8. NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XENEGRADE AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE, THE ACCOMPANYING WRITTEN MATERIALS, AND ANY

ACCOMPANYING HARDWARE. XENEGRADE DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR

RESULTS OBTAINED BY THE LICENSEE IN USING THE SOFTWARE, OR THAT THE SOFTWARE WILL MEET LICENSEE REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR

ERROR FREE.

9. LICENSEE’S SOLE REMEDIES. If, during the Warranty Period, the Software fails to comply with the warranty set forth above, Xenegrade's entire liability and Licensee’s exclusive remedy will be repair or replacement of the Software. This limited warranty is void if failure of the Software has resulted from accident, abuse, misuse or negligence of any kind in the use, handling or operation of the Software, including any use not consistent with the User Documentation or Xenegrade training. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

10. LIMITATION ON LIABILITY. IN NO EVENT WILL XENEGRADE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT

LIMITATION, DAMAGES FOR LOST PROFITS, OPPORTUNITIES OR CONTRIBUTIONS, BUSINESS

INTERRUPTION, LOSS OF BUSINESS INFORMATION, GOOD WILL, OR OTHER PECUNIARY OR NON- PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF XENEGRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. Notwithstanding the foregoing, Xenegrade remains liable without monetary limitation, for direct damages for personal injury, death or damage to real property or tangible personal property attributable to the negligence or other tort of Xenegrade, its officers, employees or agents.

11. INDEMNIFICATION.

(a) Xenegrade. Xenegrade shall be responsible to and shall fully defend, indemnify, and hold harmless the Licensee and their respective officers, trustees, directors, agents and employees without limitation, from any and all losses, expenses, damages and liabilities, including reasonable attorneys’ fees, arising out of the intentional or negligent acts or omissions of Xenegrade, its officers, employees, agents or licensees in any performance under this Agreement including: (i) personal injury, damage to real or personal tangible property; and (ii) infringement of any law or of a United States Letter Patent, with respect to Software and Services furnished under this Agreement, or of any copyright, trademark, trade secret or intellectual proprietary rights, provided that Licensee shall give Xenegrade: (a) prompt written notice of any action, claim, or threat of infringement suit, or other suit, the promptness of which shall be established by Licensee upon the furnishing of written notice and verified receipt; (b) the opportunity to take over, settle or defend such action, claim or suit at Xenegrade's sole expense; and (c) assistance in the defense of any such action at the expense of Xenegrade.

- 3 -

(b) Licensee. The Board of Regents of the University of Wisconsin System (University) agrees to provide liability protection for its officers, employees and agents while acting within the scope of their employment. The Board of Regents further agrees to hold harmless Xenegrade, its officers, agents and employees from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this agreement where such liability is founded upon or grows out of the acts or omissions of any of the officers, employees or agents of the University of Wisconsin System while acting within the scope of their employment where protection is afforded by ss. 893.82 and 895.46(1), Wis. Stats.

12. DATA INTEGRITY. Xenegrade does not guarantee or warrant that manipulation of Licensee’s data by Licensee’s employees or any third party will be free of data corruption or change. Licensee agrees that it shall be solely responsible for all consequences of manipulating Licensee’s data through an ODBC connection, XenDirect interface, portal, or any other method of accessing and manipulating Licensee’s XenDirect data. Licensee further agrees that it shall bear all costs associated with reconstruction of lost data. Licensee shall permit only knowledgeable and trained personnel to access and/or manipulate Licensee’s data. Licensee assumes responsibility and liability for all user defined content.

13. PERFORMANCE. Xenegrade strives to maintain the highest speed possible for access to XenDirect but does not guarantee speed of access to or use of XenDirect. Actual internet access speeds can vary on many factors including, but not limited to, computer's performance and configuration; non-cached or cached data; performance characteristics of each component of Licensee’s data network and internet access; traffic on the Internet; Licensee’s access bandwidth; Licensee’s Internet provider’s network; and Licensee’s compliance with applicable acceptable use policies.

14. TERMINATION. The license granted hereunder is effective for the duration of set forth in Addendum A unless earlier terminated as set forth herein. Licensee may terminate the license at any time by written notification to Xenegrade. Any amounts owed to Xenegrade shall be due in full at time of termination. Xenegrade may terminate the license upon Licensee’s failure to comply with any material term and/or condition hereof. In the event of any termination, all sections except sections 1 and 2 of this Agreement shall survive. Termination shall not entitle Licensee to a refund of any portion of any license fees paid by Licensee prior to termination.

15. SOFTWARE MODIFICATIONS. Any modifications that Licensee makes to the Software, including any modifications to any third-party licensor software included with or embedded in the Software will void any maintenance and/or warranty obligations contained in this Agreement. Xenegrade is not liable, in any respect, for any modifications to the Software or any errors or damages resulting from such modifications.

16. PRIVACY AND SECURITY PRACTICES.

Confidentiality:

The Parties agree that unless otherwise indicated, all information generated in whole or in part or in existence to be used for the purposes of this Agreement (whether written, printed, graphic or electronically recorded materials) is proprietary confidential information. The Parties acknowledge that this Agreement may be subject to the Freedom of Information laws (“FOIL”), and that only Xenegrade’s proprietary information that satisfies the proprietary requirements shall be exempted from disclosure thereunder. Subject to FOIL, Xenegrade’s proprietary information may include all nonpublic information relating to this Agreement. Xenegrade may identify the portions of its proposal and or this Agreement that it deems proprietary. Xenegrade’s proprietary information, which includes trade secrets information owned by Xenegrade, shall remain unpublished, except where publication is required by FOIL or other applicable law. Xenegrade shall be given written notice and an opportunity to designate information as proprietary, prior to any publication of information by Licensee. To the extent that confidential information is maaged by Licensee and to the extent applicable to Licensee, Licensee’s disclosure of such information to third parties under this Agreement shall be in accordance with law.

The foregoing provision of Confidential Information will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this Agreement pursuant to the order or requirement of a court, administrative agency, Wisconsin Open Records Law or other governmental body.

Data Privacy and Security:

a) Data Privacy: (i) Xenegrade will use any information it creates, receives, maintains or transmits on behalf of Licensee (“Licensee Data”) only for the purpose of fulfilling its duties under this Agreement and will not share such data with or disclose it to any third party without the prior written consent of Licensee, except as required by the Agreement or as otherwise required by law; (ii) Licensee Data will not be stored outside the United States without prior written consent from Licensee; (iii) Xenegrade will provide access to Licensee Data only to its employees and subcontractors who need to access the data to fulfill its obligations under this Agreement; (iv) Xenegrade will ensure that employees who perform work

- 4 - LICENSEE NAME HERE

under this Agreement have read, understood, and received appropriate instruction as to how to comply with the data protection provisions of the Agreement; (v) FERPA: If Xenegrade has access to Licensee’s Education Records as defined under the Family Educational Rights and Privacy Act (FERPA), Xenegrade acknowledges that for the purposes of this Agreement it will be designated as a “school official” with “legitimate educational interests” in the Licensee Education records, as those terms have been defined under FERPA and its implementing regulations, and Xenegrade agrees to abide by the limitations and requirements imposed on school officials. Xenegrade will use the Education Records only for the purpose of fulfilling its duties under the Agreement for Licensee’s and its end users’ benefit, and will not share such data with or disclose it to any third party except as provided for in this Agreement, required by law, or authorized in writing by Licensee; (vi) If Xenegrade will receive, maintain, process or otherwise will have access to confidential information on employees or students of the Licensee, and to the extent Xenegrade is a covered entity or applicable service provider under these regulations with respect to student or customer data, Xenegrade will implement and maintain a written Data Protection Plan (“Data Protection Plan”) in order to protect such confidential customer information. Customer information is defined as “any record containing nonpublic personal information as defined in 16 CFR §313(n)” (the FTC’s Privacy Rule) “about a customer of a financial institution, whether in paper, electronic, or other form” (16 CFR §314.2). Examples of nonpublic personal customer information include, but are not limited to, name, address, phone number, social security number, bank and credit card account numbers and student identification numbers.

Notwithstanding the foregoing, Licensee acknowledges and agrees that Licensee is solely responsible for any reports, compilations, and/or information created by Licensee and/or any of its respective officers, trustees, directors, agents and employees without limitation, to that extent that such report, compilation or information contains nonpublic personal customer information and/or violates any applicable privacy laws. Licensee acknowledges that the data provided to Licensee and/or Licensee’s end users by Xenegrade does not permit Licensee and/or Licensee’s end users to use or access the data in such a way as to violate privacy laws and/or third-party rights. Licensee shall maintain and abide by a prohibition policy on spamming and unethical marketing activities in regard to the use of the Software including, but not limited to, the use of the Software’s email features. Licensee is responsible for communicating with persons from whom personal data is obtained in regards to: (i) determining lawfulness of obtaining personal data; (ii) appropriate term of retention for such data; (iii) inquiries about and requests for data; (iv) correcting inaccuracies of personal data; (v) removing or modifying data for purposes of anonymization;

(vi) obtain consent to obtain and record personal information from students and guardians where required by laws, rules, orders, regulations, and requirements of federal, state and municipal governments applicable hereto including digital and hard copy application, registration, and submission forms, and the details of when, where, how and who consent was obtained; (vii) regularly manage data use and storage consent as required by laws, rules, orders, regulations, and requirements of federal, state and municipal governments applicable hereto; (viii) create guidelines and train employees on the proper handling of personal data; (ix) consistently use security and privacy features of the Software including posting the Licensee’s privacy policies.

b) Data Security: (i) Xenegrade agrees at all times to maintain network security which at a minimum, includes: network firewall provisioning, intrusion detection, and regular (three or more annually) third-party vulnerability assessments, and to provide a copy of the annual Attestation of Compliance (AOC) document to Licensee upon request. Further, Xenegrade agrees to maintain network security that conforms to generally recognized industry standards and best practices that Xenegrade applies to its own network. Generally recognized industry standards include but are not limited to the current standards and benchmarks set forth and maintained by the Center for Internet Security (see http://www.cisecurity.org) or Payment Card Industry/Data Security Standards (PCI/DSS) see http://www.pcisecuritystandards.org. Xenegrade will maintain a Data Protection Plan, which will comply with Payment Card Industry Data Security Standards (“PCI DSS”) requirements and all applicable legal and regulatory requirements for data protection. In addition, the Data Protection Plan will protect against any anticipated threats or hazards to the security or integrity of information stored on Xenegrade’s servers and unauthorized access to or use of such information that could result in harm or inconvenience to the person who is the subject of such information. Xenegrade will review, at least annually, its Data Protection Plan and update and revise it as needed. A copy of Xenegrade’s Data Protection Plan will be made available to Licensee upon request. (ii) Xenegrade shall maintain mandatory procedures and protocols outlined in its “Information Security Incident Response” section of the Data Protection Plan to be undertaken in the event of an identified or suspected breach of credit card information or current or former student information that is not “Directory Information” as that term is defined under FERPA.

c) Service Level: Licensee understands that the Services will not be uninterrupted or error free. Xenegrade will use commercially reasonably efforts to ensure availability of the Services in accordance with the provisions of the selected Service Level Agreement, Addendum A and Exhibit A, attached hereto and made a part hereof.

d) Disaster Recovery: Xenegrade shall maintain disaster recovery services at a dedicated facility that is able to handle http://www.pcisecuritystandards.org/

- 5 - LICENSEE NAME HERE

Licensee data center and business continuity needs under the Agreement in the event disaster recovery is needed.

Throughout the term of the Agreement, Xenegrade shall maintain contracts or arrangements that are substantially equivalent or an improvement to those currently in effect.

e) Data Portability: Upon the expiration or termination of this Agreement, Xenegrade agrees to take reasonable actions to facilitate the orderly transfer of Licensee Data to Licensee or to a Licensee Institution, or to whatever subsequent vendor Licensee may select to provide similar services on Licensee’s behalf.

17. Responsibility. (a) General Responsibility. Xenegrade shall at all times during the term of this Agreement remain responsible.

Xenegrade agrees, if reasonably requested by the Licensee or designee, in writing, to present evidence of its continuing legal authority to do business in the states and locations of Xenegrade and Licensee, integrity, experience, ability, prior performance, and organizational and financial capacity. (b) Suspension of Work for Non-Responsibility. The Licensee reserves the right to suspend any or all activities under this Agreement at any time when he or she discovers information that calls into question the responsibility of Xenegrade. In the event of such suspension, Xenegrade will be given written notice outlining the particulars of such suspension.

Upon issuance of such notice, Xenegrade must respond to particulars of the suspension order. Activity under this Agreement may resume at such time as Licensee issues a written notice authorizing a resumption of performance under the Agreement. c) Termination for Non-Responsibility. Upon written notice to Xenegrade and a reasonable opportunity to be heard, this Agreement may be terminated by Licensee where Xenegrade is determined by Licensee to be non-responsible. In such event, the Licensee may complete the contractual requirements in any manner deemed advisable and pursue available legal or equitable remedies.

18. SERVICE LEVEL AGREEMENT. The Service Level Agreement ("SLA") sets forth the service level and performance objectives of the Xenegrade in providing hosting services (the "Services") to Licensee. Xenegrade will use commercially reasonable efforts to meet the following service level and performance objectives to support the operation of the facilities, server(s), computer equipment, operating software and connectivity used to provide the Services to Licensee.

a. Uptime Commitment.

Xenegrade will use commercially reasonable efforts to ensure the Software is available 99.9% of the time (the "Uptime Commitment"). All Uptime Commitments will be measured within the Software on a monthly basis calculated to include twenty-four (24) hours per day over each month, but excluding from the numerator and denominator in the calculation the duration in time of any temporary shutdowns due to scheduled maintenance (which will not exceed in the aggregate sixteen (16) hours per month on average per year), telecommunications or power disruptions caused by third-parties, and any other causes beyond Xenegrade’s reasonable control. Xenegrade agrees to notify the Group promptly of any factor, occurrence, or event coming to its attention that may affect Xenegrade’s ability to meet the Uptime Commitment, or that is likely to cause any material interruption in the Services.

b. Exclusive Remedy.

Xenegrade will use commercially reasonable efforts to correct any material problems in the Services, including any failure to satisfy the Uptime Commitment. In the event that Xenegrade fails to satisfy the Uptime Commitment for a given month, Licensee’s sole and exclusive remedy will be to receive a service credit equal to the following percentage of the Base Licensing Fees calculated at a monthly rate for the Services for the stated uptime:

98% to 99.9% 5%

95% to 97.9% 15%

92% to 94.9% 25%

90% to 91.9 50%

Below 90% 100%

In no event will the service credit exceed the calculated monthly fees paid by Licensee for the Services. Licensee acknowledges and agrees that if the remedies set forth in this section are applied, any failure of Xenegrade to meet the requirements in this SLA will not constitute a breach of the Agreement. Licensee must request service credit in writing within 30 days of the event(s) that failed to satisfy the Uptime Commitment. Service credits are attributed to the next annual licensing renewal invoice.

- 6 -LICENSEE NAME HERE

c. Monitoring.

Xenegrade will monitor and maintain the Systems in working order each day (24 x 7). Xenegrade will proactively manage and monitor all application server hardware devices and software to ensure optimal performance and reliability as well as to detect abnormal events or exceeded utilization or performance thresholds. Xenegrade will proactively monitor the status of the operating systems (e.g., CPU, disk I/O, memory, processes, etc.), critical application layer daemons and processes and trigger appropriate event notification alarms caused by errors, exceeded thresholds, etc.

d. Maintenance.

Xenegrade will operate, monitor and administer all servers, applications and networks supporting the Services. In order to provide such coverage, Xenegrade may utilize a mixture of on-site and on-call support staff, automated server monitoring and automated paging technology. Contactor’s on-site coverage is during Xenegrade’s normal business hours, Monday through Friday, excluding holidays recognized by Xenegrade.

e. Scheduled Outages.

Maintenance outages, if necessary, will be conducted at a time and in a manner to minimize adverse impacts on the Services.

Maintenance outages will include, but are not limited to the installation of upgrades, service packs and routine server or application configuration changes. Other maintenance outages may be necessary from time to time.

f. Change Control.

Xenegrade will install new equipment, software, releases, upgrades, fixes, patches and other items necessary to maintain Xenegrade’s Systems to industry standards. Xenegrade will proactively gather information from appropriate server, peripheral, operating system or database vendors regarding upgrades, defect patches or fixes.

g. Notice. Xenegrade will use commercially reasonable efforts to give the Licensee three (3) days-notice prior to all non-routine management, maintenance, change control or other actions by Xenegrade that may material impact the Service adversely

19. COMPLIANCE WITH LAW. Xenegrade and Licensee shall comply with all laws, rules, orders, regulations, and requirements of federal, state and municipal governments applicable hereto.

20. AMENDMENT. This Agreement may be amended only upon the mutual written consent of the Parties. Such amendments shall be added to this agreement as Amendments, and duly signed by the Parties.

21. MERGER, INTEGRATION AND PRECEDENCE. This Agreement constitutes the entire agreement of the Parties, and all previous communications between the Parties, whether written or oral, with reference to the subject matter of this Agreement are hereby superseded. In the event of any inconsistency or conflict among the documents comprising this Agreement, such inconsistency or conflict shall be resolved by giving precedence to the documents in the following order:

i. This Agreement

ii. Addendum A: Authorized Users, Agreement Duration, Fees, and Services

iii. Addendums, Amendments, and Exhibits, if any

22. DISPUTE RESOLUTION. The Parties shall use good faith efforts to amicably resolve any dispute arising under this Agreement.

If the Parties are unable to amicably resolve the dispute within thirty (30) days, then either Party may seek legal or equitable redress.

23. GOVERNING LAW. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Wisconsin.

24. SEVERABILITY AND ENFORCEABILITY. If any provision of this Agreement is held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining portions of the Agreement, unless it prevents accomplishment of the objectives and purposes of the Agreement, which determination shall be submitted as a dispute herein. In the event of any holding

- 7 -LICENSEE NAME HERE

that the illegality or invalidity prevents accomplishment of the objectives and purposes of the Agreement, the Parties will immediately commence negotiations to remedy such illegality or invalidity.

25. WAIVER. Any provision of this Agreement may be waived by mutual written consent of the Parties hereto, provided, however, no such waiver of any of the provisions hereof shall be binding unless in writing and signed by the Party against whom the same is sought to be enforced. Such waivers shall be added to this agreement as Amendments, and duly signed by the Parties.

26. PARTIES RELATIONSHIP. Xenegrade and its agents or employees or any entity or person acting on behalf of Xenegrade engaged in the performance of the Services shall at all times be deemed to be performing as independent contractors. Xenegrade and its agents or employees or any entity or person acting on behalf of Xenegrade shall neither hold themselves out as, nor claim to be, officers or employees of Licensee and shall make no claim for, nor be entitled to, Workers’ Compensation coverage, medical and unemployment benefits, social security, or retirement membership benefits from Licensee.

27. NOTICE. Any notice to Parties hereunder must be in writing, signed by the Party giving it and shall be served either personally or by certified mail, return receipt requested, or by nationally recognized overnight courier service, with delivery receipt, addressed as follows. All notices become effective only when received by the addressee.

To Licensee: To Xenegrade:

Licensee: Xenegrade Corp.

Contact: Scott Searles Address: 4905 34th Street South #1500

St Petersburg, FL 33711

IN WITNESS WHEREOF, this Agreement was executed by the Parties hereto

Licensee Xenegrade

Signature Signature

Print Name Print Name

Title Title

Date (m-d-yy) Date (m-d-yy)

DocuSign Envelope ID: 6D98E731-7DCB-4D9F-A467-FE7877206BAA

COO/Vice President

Scott E. Searles

3/11/2021 | 8:46 AM CST

Mike Morris

Procurement Specialist

3/15/2021 | 7:17 AM CDT