ENHANCED SUPPORT AGREEMENT

Enhanced Support Agreement for MidVision Cloud

MIDVISION LIMITED

TERMS OF USE (the “TOU”)

NOTICE TO USER (“CLIENT”): THIS AGREEMENT GOVERNS USE BY CLIENT OF THE MIDVISION ENHANCED SUPPORT SERVICES (the “SERVICES”) DESCRIBED HEREIN. CLIENT AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY CLIENT. BY CLICKING TO ACKNOWLEDGE TO BE BOUND TO THIS AGREEMENT, OR ACCESSING THE SERVICES, CLIENT ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT USES THE SERVICES AND ANY PERSON OR ENTITY (E.G., SYSTEM INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT USES THE SERVICES ON ANOTHER PERSON’S OR ENTITY’S BEHALF.

THIS agreement SHALL APPLY ONLY TO THE SERVICES to which Client has requested REGARDLESS OF WHETHER OTHER SERVICES ARE REFERRED TO OR DESCRIBED HEREIN.

YOU MAY HAVE ANOTHER WRITTEN AGREEMENT WITH MIDVISION THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT

1.    Definitions

1.1.  “Confidential Information” means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever stored or located) relating to the business, customers, products, staff and finances of a Party for the time being confidential to that Party including, without limitation, technical data and knowhow or other information relating to the business of the Party or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts and including (but not limited to) information that MidVision or the Support Staff creates, develops, receives or obtains in connection with the provision of Services, whether or not such information (if in anything other than oral form) is marked confidential;

1.2.  “Statement Of Work” or “SOW” means one or more sequentially numbered documents signed by the parties in accordance with Clause 3 (and a sample of which is attached to this Agreement as Schedule 1) describing, among other things, the work to be undertaken by MidVision for the Client and the consideration to be paid to MidVision for such work;

1.3.  “Agreement” or “Contract” means these terms and conditions together with one or more numbered SOWs (example attached), as varied from time to time;

1.4.  “Support Staff” means the individual, worker(s), representative(s), contractors or employees of MidVision (if any) used to provide the Services, as specified in the SOW;

1.5.  “Deliverables” means the deliverables to be produced and delivered by MidVision as identified in the SOW;

1.6.  “Intellectual Property Rights” means any current and/or future intellectual property rights (whether registered or not) including any copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions (including without limitation any improvement or addition to any invention), trade secrets and know-how, registered and unregistered design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data and rights in databases and all applications for registration, renewals and/or extensions in relation to any of the above and all intangible rights and privileges of a nature similar, analogous or allied to any of the above in any part of the world;

1.7.  “Services” means the services to be provided by MidVision as identified in the SOW including, if applicable, production of the Deliverables.

1.8.  “Subscription Start Date” means the date upon which any subscription commences, as set out in the SOW;

1.9.  “Subscription Term” means the period during which the Client may request the Services, which shall commence on the Subscription Start Date specified in the SOW and continue for the subscription term specified therein and any renewals thereto;

1.10.              “Subscription Fee” means the engagement fee payable for each subscription as set out in the SOW;

1.11.              “Callout Fee” means the fee payable for each unplanned call out of the Support Staff as set out in the SOW;

1.12.              “Service Fee” means the fee payable for any Services provided by the Support Staff as set out in the SOW;

1.13.              “Support Fees” means together the Subscription Fee, Callout Fee and Service Fee.

1.14.              “Business Day” means any day other than a Saturday, Sunday or a day which is a statutory bank holiday in England and Wales;

1.15.              “Client” means the Client of MidVision;

1.16.              “Support SLA” means the Service Level Agreement identified in the SOW.

Except where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa and words importing the singular shall be treated as importing the plural and vice versa. References to “company” shall include bodies corporate, unincorporated associations and partnerships in each case whether or not having a separate legal entity.”

2.    Duties of MidVision

2.1.  The parties agree that the Client has entered into this Contract on the understanding that MidVision will provide the Services (through the Support Staff) at the Place of Performance as described in the SOW.

2.2.  In the event that any of the Support Staff are not available to provide the Services or such part of the Services, then the Client may require MidVision to supply an alternative person of equivalent or better experience and qualifications.

2.3.  MidVision shall procure that the Support Staff shall comply with the Client’s policies (if any), copies of which shall be provided to MidVision from time to time.

2.4.  MidVision shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anticorruption including but not limited to the Bribery Act 2010. Any breach of this obligation by MidVision or the Support Staff shall be deemed a material breach of this Contract.

2.5.  MidVision shall work to complete the Services according to the Support SLA set out in the SOW, subject to MidVision complying with any reasonable operational requirements of the Client. 

2.6.  The MidVision images contain software supplied by third parties (the ‘Third Party Software‘). In the event that the Client or Support Staff identify a defect or issue in Third Party Software, MidVision shall make all reasonable efforts to work with the Third Party Software supplier (the ‘Supplier‘) to rectify the defect or issue and provide a fix, patch or resolution in a timely manner or according to the SLA between MidVision and the Supplier. The Client understands and accepts that the provision of such fixes, patches or resolutions by the Supplier are outside                                                    of MidVision’s control and MidVision shall not be responsible for any delays in providing such fixes, patches or resolutions.

2.7.  MidVision is under no obligation to offer further contracts, SOWs or Subscription Terms to the Client nor is the Client under obligation to accept such contracts, SOWs or Subscription Terms if offered. MidVision is not obliged to make its services available except for the performance of its obligations under this Contract. Both parties also agree and intend that there is no mutuality of obligations either during or following the Term of this Contract.

3.    Duties of the Client

3.1.  In the course of providing the Services:

3.1.1.     the Support Staff may request that the Client upload log files or other diagnostics to its support site; or

3.1.2.    the Client may, in its sole discretion, grant the Support Staff temporary remote access to its cloud hosted computers, servers or other services.

3.2.  During the provision of the Services described in 3.1, the Client accepts and agrees that it shall:

3.2.1.    remain responsible for any data and the content of any database Client makes available to MidVision or its Support Staff;

3.2.2.    subject to section 13 (Liability) be fully responsible for and shall indemnify MidVision for and in respect of any damage or loss occurring to Client systems as a result of actions by the Support Staff during remote access to Client systems.

3.2.3.    remain responsible for the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data (including any personally identifiable data); and

3.2.4.    not send or provide MidVision or its Support Staff access to any personally identifiable information, whether in data or any other form, and will be responsible for reasonable costs and other amounts that MidVision may incur relating to any such information mistakenly provided to MidVision or the loss or disclosure of such information by MidVision, including those arising out of any third-party claims.

4.    The Services

4.1.   While this Agreement sets out the general terms upon which MidVision shall supply the Services to the Client and the Client shall pay for such Services, more specific and/or additional details and information regarding such Services may be set forth in the applicable SOW. Each SOW shall reference this Agreement, shall incorporate the terms of this Agreement, and shall come into full force and effect on the Subscription Start Date. In the event of any inconsistency between the terms of this Agreement and the terms set out in any SOW, the terms of this Agreement shall prevail to the extent of such inconsistency.

4.2.  Each SOW shall:

4.2.1.    describe the Services to be provided by MidVision to the Client;

4.2.2.    set out the Subscription Term over which the Services shall be provided;

4.2.3.    set out the basis for the provision of the Services, either fixed price or time and materials;

4.2.4.    include the cost of the Services and the applicable payment schedule; and

4.2.5.    set out any other provisions as needed.

4.3.  MidVision shall perform the Services (including the supply of one or more Support Staff) for the Client.

4.4.  MidVision shall ensure that the Support Staff are available to provide the Services during the Support SLA and that any requirements for the Support Staff to work outside of the Support SLA or on a day that is not a Business Day which will result in additional Support Fees payable by the Client is specified in the SOW.

4.5.  If MidVision or the Support Staff is unable to provide the Services for any reason (including as a result of illness or injury) MidVision shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt no fee shall be payable in respect of any period during which the Services are not provided.

4.6.  MidVision shall ensure that the Support Staff used by MidVision in performing the Services shall:

4.6.1.    possesses the necessary skill, expertise and resources to fulfill the necessary Services; and

4.6.2.    shall comply with all obligations, rules and regulations as specified in this Agreement.

4.7.  MidVision shall make and retain proper records of the Services provided, including the time spent and tasks carried out by the Support Staff, and shall make such records available to the Client as soon as reasonably practicable upon request by the Client.

4.8.  Unless MidVision (or the Support Staff) has been specifically authorized to do so by the Client in writing:

4.8.1.    neither MidVision nor the Support Staff shall have any authority to incur any expenditure in the name of or for the account of the Client; and

4.8.2.    MidVision shall not, and shall procure that the Support Staff shall not, hold itself out as having authority to bind the Client.

5.    Status

5.1.  The relationship of MidVision and the Support Staff to the Client will be that of independent contractors and nothing in this Contract shall render MidVision or the Support Staff as an employee, worker, agent or partner of the Client and MidVision shall not hold itself out as such and shall procure that the Support Staff shall not hold themselves out as such.

5.2.  This Contract constitutes an agreement for the provision of services and not a contract of employment and accordingly MidVision shall be fully responsible for and shall indemnify the Client for and in respect of any income tax, National Insurance and social security contributions arising from or made in connection with the performance of the Services.

6.    Warranties

6.1.  Each party agrees that it has power to enter into this Contract and confirms that it has obtained all necessary approvals to do so.

6.2.  MidVision warrants, represents and undertakes that:

6.2.1.    it shall procure that the Support Staff will carry out the Services with the highest level of professional skill, care and diligence and at all times in accordance with best industry practice and with this Contract and in particular in accordance with any agreed delivery dates as set out in the SOW or as agreed by the parties from time to time;

6.2.2.    the Deliverables will comply with any agreed specifications and in all respects with any applicable laws, regulations and codes of practice;

6.2.3.    the Deliverables will be original works and will not knowingly infringe any third party Intellectual Property Rights;

6.2.4.    it has all necessary consents, permits, licenses and authorizations to enable it to perform its obligations under this Contract;

6.2.5.    it shall work and co-operate in good faith with the Client’s personnel and with any other entities and personnel notified to it by the Client; and

6.2.6.    it shall, and shall procure that Support Staff visiting the Place of Performance shall, comply with all applicable health and safety regulations, policies, instructions and security arrangements and that it, and the Support Staff, shall take all reasonable care for their own health and safety.

7.    Other Services

Nothing in this Contract shall prevent MidVision from seeking, applying for and accepting other contracts to supply services to other parties during the Term of this Contract, provided that such activity does not materially reduce the performance of the Services under this Contract.

8.    Invoices and Expenses

8.1.  Except where otherwise specified in the SOW:

8.1.1.    the Services shall be performed and Deliverables provided on a time and materials or fixed price basis according to the Support Fees, all of which are specified in the SOW;

8.1.2.    MidVision or its agent shall submit invoices for the Subscription Fee at the start of each new Subscription Term;

8.1.3.    MidVision or its agent shall submit invoices for any Callout Fees or Service Fees at the end of each Subscription Term; and

8.1.4.    the Client shall pay each invoice within 30 calendar days of receipt of the invoice.

8.2.  The Support Fees are exclusive of any Value Added Tax (“VAT“), Sales, State or similar taxes.

8.3.  All Support Fees and Expenses payable pursuant to this Agreement must be paid together with VAT, Sales or similar tax (if any) properly chargeable thereon in any jurisdiction. Any VAT chargeable in respect of any Services supplied by MidVision under this Agreement shall, on delivery of the VAT invoice, be paid in addition to any sum agreed to be paid hereunder.

8.4.  All invoices, where applicable, shall show MidVision’s VAT, Sales or similar tax registration number.

8.5.  The Client shall pay the Support Staff’s expenses, properly agreed in advance and in writing, incurred in the course of provision of the Services.

8.6.  MidVision agrees not to retain any external services at additional cost to the Client unless this is expressly agreed with the Client in writing.

8.7.  If the Client fails to make any payment due to MidVision under this Contract by the due date for payment then, without limiting any other remedies available to MidVision under this Contract, the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount (including interest).

8.8.  In addition to any other rights and remedies available to MidVision, if the Client fails to make any payment due to MidVision by the due date then MidVision may suspend provision of the Services, without liability to MidVision, until actual payment of the overdue amount (including interest).

8.9.  Support Fees are non-refundable and MidVision does not provide refunds or credits for any partially used Services.

9.    Data Protection

9.1.  In this Section 9 the terms data processor, data subject, personal data and process shall have the meanings given to them in the Data Protection Act 2018 (the UK implementation of GDPR).

9.2.  Each party shall comply with the provisions of the Data Protection Act 2018 (and any other applicable statute, rule or regulation in force from time to time that amends, appeals or replaces such act) in relation to its use of any personal data concerning the other party.

9.3.  Where MidVision is processing personal data of the Client as a data processor:

9.3.1.    MidVision shall only act on instructions regarding the processing of personal data under this Contract;

9.3.2.    MidVision shall ensure that appropriate technical and organisational measures shall be taken against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, having regard to the state of technological development and the cost of implementing the measures, so as to ensure a level of security appropriate to (i) the harm that may result from breach of such measures and (ii) the nature of personal data to be protected; and

9.3.3.    MidVision shall comply with any reasonable request made from time to time by the Client to ensure compliance with the measures mentioned in this Section.

9.4.  The Client hereby instructs MidVision to carry out any processing of personal data reasonably necessary for the performance of this Contract.

9.5.  Each party shall provide to the other party full co-operation and assistance in allowing data subjects to access their rights under the Data Protection Act 2018 at no charge to the other party.

10. Intellectual Property rights

10.1.              Unless otherwise agreed in the Contract, title to, and all Intellectual Property Rights in, any and all Deliverables are to be the exclusive property of the Client. MidVision agrees to do everything necessary and execute all such documents as may from time to time be necessary to vest all Intellectual Property Rights in the Deliverables in the Client. MidVision hereby assigns (by way of present assignment of future rights) with full title guarantee all copyright that exist or may arise in the Deliverables.

10.2.              Each party shall retain all right, title and interest in and to all Intellectual Property Rights owned by or licensed to that party in existence prior to the Subscription Start Date.

10.3.              MidVision shall indemnify, and keep indemnified, the Client against any and all liability, loss, damage, costs and expenses which the Client may suffer as a result of or in connection with a successful claim that any Intellectual Property Rights in any Services or Deliverables produced or supplied by MidVision under this Contract infringes the intellectual property rights of a third party, providing that the Client:

10.3.1. as soon as is reasonably practicable gives written notice of the claim to MidVision specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs;

10.3.2. shall not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and

10.3.3. provides MidVision with conduct of the proceedings relating to the claim (and cooperates with MidVision in relation to all such proceedings, at MidVision’s cost), and MidVision shall at its sole discretion decide what action (if any) to take in respect of the claim and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

11. Acceptance

11.1.              Where any Deliverables are supplied to the Client, MidVision shall deliver the Deliverables for the Client’s inspection and approval in accordance with and by any milestones and milestone dates specified in the SOW.

11.2.              Where a Deliverable is software (the “Developed Software”), if an acceptance test procedure is not specified in this Contract the parties shall use their reasonable endeavors to agree acceptance tests, which show that the Developed Software complies with the functional specification.

11.3.              On request and at the Client’s cost, MidVision shall deposit into escrow the source code for any Developed Software in accordance with the NCC’s standard single license agreement or such other agreement as the parties may agree in writing.

12. Viruses

12.1.              MidVision warrants and undertakes that any Deliverables shall be free from viruses, Trojan horses, worms software bombs or similar items.

13. Liability

13.1.              Nothing in this Contract shall be interpreted or construed as excluding or limiting liability for MidVision’s breach of Section 2.4 (anti-bribery), Section 9 (Data Protection) and Section 15 (Confidentiality), or for either party’s liability for:

13.1.1. death or personal injury resulting from negligence;

13.1.2. fraud or fraudulent misrepresentation; or

13.1.3. any other matter which cannot be excluded or restricted by law.

13.2.              Subject to Section 13.1:

13.2.1. neither party shall be liable to the other party for any loss of goodwill, reputation or opportunity, loss of profit, loss of revenue, loss or corruption of data, or any account of profits, arising out of or in connection with this Agreement or any breach or non-performance of it no matter how fundamental (including by reason of that party’s negligence), in each case whether direct or indirect; 

13.2.2. neither party shall be liable to the other party for any indirect or consequential loss arising out of or in connection with this Agreement or any breach or non-performance of it no matter how fundamental (including by reason of that party’s negligence.

13.3.              Subject to Sections 13.1 and 13.2, the total aggregate liability of either party to the other under or in connection with this Contract for any loss or damage of whatsoever nature and howsoever caused shall be limited total Support Fees paid or payable under this Contract.

14. Insurance

MidVision agrees that it that it shall obtain and maintain the insurances required, as specified in the SOW, with reputable UK insurers in respect of its obligations under this Contract during the Term and for one year afterwards with a limit of indemnity in respect of any one occurrence or series of occurrences of not less than £1 million per year or more where required by law. MidVision shall on Client’s request, provide Client proof of such insurance policies and evidence of payment of last premium for such insurance policies maintained by MidVision.

15. Confidentiality

15.1.              Each Party shall (and shall procure that its employees, contractors and consultants shall) at all times keep confidential and shall not disclose to any person any Confidential Information and will not use or disclose such Confidential Information without prior written consent of the disclosing Party, except where the Confidential Information:

15.1.1. is required by a person employed or engaged by the receiving Party in connection with the proper performance of this Contract; or

15.1.2. is required to be disclosed by law or by regulation, provided that the receiving Party shall notify the disclosing Party of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure.

15.2.              Any disclosure of Confidential Information permitted under Section 15.1 shall be in confidence, shall only be to the extent that any persons to whom the information is disclosed need to know the same for the performance of their duties and receiving Party shall be obliged to procure that all such persons are aware of the obligation of confidentiality and undertake to comply with it.

15.3.              The obligations contained in this Section 15 will not extend to Confidential Information:

15.3.1. which is or becomes public knowledge other than through any act or omission constituting a breach of the receiving Party’s obligations under this Contract;

15.3.2. which the receiving Party can prove by documentary evidence was already in its possession and at its free disposal before the disclosure hereunder;

15.3.3. received in good faith from a third party having no obligation of confidentiality and which is free to disclose such Confidential Information; or

15.3.4. which the receiving Party is required to disclose by order of a court of competent jurisdiction.

15.4.              The provisions of this Section 15 shall remain in full force and effect notwithstanding termination of this Contract

16. Force Majeure

Neither party will have any liability under or be deemed to be in breach of this for any delays or failures in performance of this Contract which result from circumstances beyond the reasonable control of the party affected. Each party will promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than one month, either Party may terminate this Contract by written notice to the other Party.

17. Term and Termination

17.1.              This Contract shall commence on the Subscription Start Date and shall continue in full force and effect until completion of all pending SOW‘s unless terminated earlier in accordance with this Contract.

17.2.              A SOW will be deemed to be completed when the current Subscription Term has expired and the Client has previously notified MidVision in writing of their intention not to renew the Subscription Term.

17.3.              This Agreement may be terminated by either party:

17.3.1. With immediate effect, by notice given in writing by means of communication ensuring evidence of date of receipt (e.g. registered mail with return receipt, special courier), in case of substantial breach by the other party of the obligations arising from the contract, or in case of exceptional circumstances justifying the earlier termination; or

17.3.2. As a result of any failure by a party to carry out all or part of his obligations under the agreement resulting in such detriment to the other party as to substantially deprive him of what he is entitled to expect under the contract, shall be considered as a substantial breach for the purpose of section 17.3.1, above. Circumstances in which it would be unreasonable to require the terminating party to continue to be bound by this contract shall be considered as exceptional circumstances for the purpose of article 17.3.1, above; or

17.3.3. For convenience at the expiry of the current Subscription Term or completion of the current SOW by giving the other party written notice of a period equal to the Notice Period set out in the SOW. If not specified in the SOW, the Notice Period shall be 7 days; or

17.3.4. Immediately for cause, if the other party becomes insolvent, institutes a composition with its creditors, suffers or permits the appointment of a receiver for its business or assets, or filed or is forced into bankruptcy or dissolution.

17.4.              At the end of this Contract (whether by termination or expiry) MidVision shall immediately return to the Client all documents, software, photographs, or other material belonging to the Client, including any Confidential Information provided in accordance with Section 15.

17.5.              Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.

18. Amendment to this contract

MidVision may, from time to time amend this Contract. MidVision will notify the Client before such amendments apply to them, such as before the commencement of a new SOW or Subscription Term.

19. Waiver

Any waiver or relaxation either partly, or wholly of any of the terms and conditions of this Contract will be valid only if it is communicated to the other party in writing and expressly stated to be a waiver. A waiver of any right or remedy arising from a breach of contract will not constitute a waiver of any right or remedy arising from any other breach of this Contract.

20. Entire Agreement

20.1.              This Contract (and any associated SOW’s) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to enhanced support. For the avoidance of doubt, the MidVision End User License Agreement (“EULA”) agreed to at the time of purchasing a subscription to a MidVision image on a cloud marketplace shall remain in full force and effect.

20.2.              Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

21. Notices

Any notice given under this Contract shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being or by sending it by fax to the fax number notified by the relevant party to the other party or by sending it by email. Any such notice shall be deemed to have been received if delivered personally, at the time of delivery or in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting or in the case of fax, at the time of transmission or in the case of email, when sent unless an error message is received.

22. Severance

If any provision of this Contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Contract and rendered ineffective as far as possible without modifying the remaining provisions of this Contract, and will not in any way affect any other circumstances of or the validity or enforcement of this Contract.

23. Third Party Rights

No one other than a party to this Agreement shall have any right to enforce its terms.

24. Non-solicitation

The Client warrants that it shall not, during the Term of this Agreement and for a period of 6 months immediately following the termination of this agreement, whether on its own behalf or in conjunction with or on behalf of any other person, company, business entity, or other organization whatsoever, directly or indirectly induce, solicit, or entice, or procure, any person who is a consultant, employee or director with whom the Client had material dealings while providing Services, to leave MidVision’s employment.

25. Counterparts

This Contract may be executed in any number of counterparts, each of which shall constitute an original, and all the counterparts shall together constitute one and the same contract.

26. Cumulative Rights

The rights, powers, privileges and remedies provided in this Contract are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law.

27. Governing Law and Jurisdiction

The parties agree to the application of the laws of England and Wales to govern, interpret, and enforce all of the parties respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this contract, without regard to conflict of any specific country law principles in which the party operates. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The English version of this Agreement shall be the version used when interpreting or construing this Agreement.

28. Schedule 1

Statement of Work Number 1

This “Statement of Work“ (“SOW“) beginning on the Subscription Start Date is entered into by and between MidVision Limited and the Client pursuant to the MidVision Enhanced Support Agreement by and between MidVision and the Client (the “MidVision Enhanced Support Agreement“).

Except as otherwise expressly provided for in this SOW, all of the terms and conditions of the MidVision Enhanced Support Agreement shall remain unchanged and in full force and effect.

Bold, capitalised terms not otherwise defined in this SOW shall have the meanings ascribed to them in the MidVision Enhanced Support Agreement.

Each of the undersigned represents and warrants that he or she is duly authorised to sign this SOW on behalf of the party he or she represents. Each party has read, understands and agrees to the terms and conditions of this SOW and the MidVision Enhanced Support Agreement.

SIGNED for and on behalf of MIDVISION LTD:

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Print name

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Position held

SIGNED for and on behalf of __________________________ (the “Client”):

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Signature

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Print name

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Position held

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