9STAR IAM AND SSO CONSULTING SERVICES AGREEMENT

This Professional Services Agreement is made and entered into in Austin, TX between 9STAR (“9STAR”), a Delaware Corporation with offices at 3801 North Capital of Texas Highway, Suite E240-189 Austin, Texas 78746, and _________________ (“you” or “Customer”) with offices at ________________________ . We represent and warrant that we have the right, authority, and capacity to enter into this Agreement and sign on behalf of our respective business to adhere to all of the provisions contained above.

9STAR provides Shibboleth SAML CAS ADFS ISM and SSO related software setup, installation and consulting services (“Consulting Services”). You desire to contract 9STAR to provide the Consulting Service and 9STAR desires to provide such Consulting Service under the terms set forth herein. IN CONSIDERATION of the foregoing and the mutual covenants set forth herein, and intending to be legally bound, the parties agree to enter this service agreement (“Agreement”) as follows:

1. Consulting Relationship. During the term of this agreement, 9STAR will provide the Consulting Services to you as described in Exhibit A attached to this Agreement, as needed, and as requested by you. 9STAR will use commercially reasonable efforts to perform the Consulting Services in a workmanlike manner and in accordance with the prevailing professional standards of the software industry.
2. You agree to pay 9STAR for Consulting Services delivered. Consulting Services will be billed as outlined in a separate quote provided to You. Services are provided during business days: M-F: 8:30 AM – 5:30PM US CST, excluding weekends and holidays (“Business Days”). Payments are due upon receipt of invoice. Late payments are assessed a late payment penalty to the maximum permissible amount as allowed by law. Customer agrees to provide names and contact information of the accounts payable staff member upon request to the Company.
3. 9STAR will not be authorized to incur any expenses on your behalf without your prior written consent. As a condition to reimbursement for permitted expenses, 9STAR will submit reasonable evidence to you that the amount involved was expended and related to the Consulting Services provided under this Agreement.
4. Term and Termination. 9STAR will provide Consulting Services to you commencing on the Effective Date. This Agreement can be terminated with or without cause with five (5) calendar days written notice by either party. Upon receipt of the termination notice, 9STAR will stop the Consulting Services and will take reasonable measures to minimize further expenses. In the event that this Agreement is terminated, all unpaid balances to 9STAR will be due at that time.
5. 9STAR’s relationship with you will be that of a contractor. 9STAR will not be eligible for any benefits, nor will you make deductions from payments made to 9STAR for taxes, all of which will be 9STAR’s responsibility. 9STAR agrees to indemnify and hold you harmless from any liability for, or assessment of, any such taxes imposed on you by relevant taxing authorities. 9STAR will have no authority to enter into contracts that bind you or create obligations on your part without your prior written authorization.
6. Non-Solicitation of Employees. For a period of twenty four months immediately following the termination of this Agreement, or completion of the Consulting Services, neither party will directly or knowingly solicit, induce, recruit or encourage the other party’s employees to leave their employment.
7. License and Assignment of Rights. Each of the parties to this Agreement retains all rights, title and interest in and to its respective trade secrets, inventions, copyrights and other intellectual property. 

8. Confidential Information. “Confidential Information” is defined as any information that is disclosed to the other, except for information that is (1) publically available or later becomes available other than through a breach of this agreement; (2) known to the receiving party or its employees or agents prior to such disclosure or is independently developed; or (3) subsequently lawfully obtained without obligation of confidentiality from a third party by the receiving party.

Each of us agrees not to use the other’s Confidential Information except in connection with the performance or use of the Consulting Services, the exercise of our respective legal rights under the Agreement, or as may be required by law. Each of us agrees not to disclose the other’s Confidential Information to any third person except as follows:

• to our respective service providers, agents and representatives, provided that such service providers, agents or representatives agree to confidentiality measures that are at least as stringent as those used by 9STAR,
• to law enforcement or government agency if requested, or if either of us reasonably believes that the other’s conduct may violate applicable criminal law;
• as required by law; or
• in response to a subpoena or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven (7) calendar days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven (7) calendar days advance notice is not reasonably feasible), unless the law forbids such notice.

11. As a normal course of providing services, 9STAR’s employees and agents may enhance their professional skills as a result of being exposed to your Confidential Information and trade secrets. However, it cannot be expected that such information will be forgotten. As a result, if such information could reasonably have been expected to have been acquired in similar work with another company, then 9STAR will not be precluded from using such information to render services or develop products that are competitive with, or functionally comparable to, the services provided to you. 9STAR will not be restricted in the use of ideas, concepts, know-how, methodologies and techniques acquired or learned in the course of performing the Consulting Services. However, this right does not represent the grant of any license under any valid patents or copyrights.
12. Warranties on Consulting Services. 9STAR warrants that it will not knowingly violate the intellectual property rights of a third party while performing the Consulting Services. To the extent permitted by applicable law, 9STAR disclaims any and all warranties not expressly stated, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. You are solely responsible for the suitability of the Consulting Services accepted from 9STAR.
13. If you want to give us a notice as required or permitted by this agreement, you will send it by electronic mail to contracts@9starinc.com.

9STAR’s communications for the Consulting Services and legal notices will be sent to the individual(s) you designate as your agent(s) by electronic mail, United States mail, or overnight courier.

12. Assignment and Subcontracting. Neither party may assign or transfer this Agreement or any interest herein, subcontract, or delegate performance of any of the Consulting Services without the other party’s prior written approval.
13. Force Majeure. Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.
14. Choice of Law and Venue. If there is any dispute about or involving the Consulting Service you agree that the dispute will be governed by the laws of the State of Texas without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction in the state and federal courts of the State of Texas, City of Austin. You agree that the state and federal courts of the State of Texas, City of Austin, are the only courts in which venue for any dispute is proper, to the exclusion of all other courts in any other state or city.
15. No Construction against the Drafter. The parties agree that any principle of construction or rule of law that provides that an agreement be construed against 9STAR in the event of any inconsistency or ambiguity in such agreement will not apply to the terms of this Agreement.
16. Enumerations and Headings. The enumerations and headings contained in this Agreement are only for convenience of reference and are not intended to have any substantive significance in interpreting this Agreement.
17. If any of the provisions of this Agreement are invalid or unenforceable under the laws of the jurisdiction where enforcement is sought, whether on the basis of a court decision or of arbitral award applicable to the entire Agreement, such invalidity or unenforceability will not invalidate or render unenforceable the entire Agreement but rather the entire Agreement will be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of 9STAR and you will be construed and enforced accordingly.
18. You and 9STAR may not modify this Agreement except by an amendment executed in writing by the authorized officers of both parties.
19. This Agreement and subordinate documents referenced in this Agreement constitute the entire agreement between the parties with respect to the subject matter contained herein, superseding all previous agreements pertaining to such subject matter. All prior agreements, representations, warranties, statements, negotiations, understandings, and undertakings are superseded and you represent and acknowledge that in entering into this Agreement that you did not rely on any representations or warranties other than those explicitly set forth in this Agreement. Both parties hereto represent that they have read this Agreement, understand it, agree to be bound by all terms stated herein, and acknowledge receipt of a signed, true, and exact copy of this Agreement.
20. Disclaimer of Warranties; Limitation of Liability: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 9STAR MAKES NO REPRESENTATIONS OR WARRANTIES TO CLIENT CONCERNING THE CONSULTING SERVICES, AND 9STAR HEREBY EXCLUDES AND DISCLAIMS, WITHOUT LIMITATION, ANY AND ALL WARRANTIES CONCERNING THE CONSULTING SERVICES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED,  INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY EXPRESS OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGE OF THE TRADE. CLIENT ACKNOWLEDGES THAT 9STAR HAS NOT REPRESENTED OR WARRANTED THAT THE CONSULTING SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, 9STAR’S LIABILITY FOR ANY LOSSES OR DAMAGE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THIS AGREEMENT FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL BE LIMITED TO ACTUAL, DIRECT DAMAGES; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL 9STAR’S LIABILITY HEREUNDER EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CLIENT TO 9STAR HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH SUCH LIABILITY AROSE.  UNDER NO CIRCUMSTANCES SHALL 9STAR HAVE ANY LIABILITY TO CLIENT FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA OR LOSS OF GOODWILL, ARISING FROM THIS AGREEMENT EVEN IF 9STAR HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF.  Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Client. They also may not apply to Client because Client’s country may not allow the exclusion or limitation of incidental, consequential or other damages. Anything in this Agreement to the contrary notwithstanding, Client shall be solely responsible for the use and operation of the System and Maintenance and the use and accuracy of all output resulting from such use or operation.  The remedies of Client are limited to those set forth in this Section 14.  No action arising out of this Agreement, regardless of form, may be brought by Client against 9STAR more than one (1) year after the cause of action arose.  This Section 20 shall survive expiration or termination of this Agreement for any reason whatsoever.
21. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.