Master Services Agreement

This Master Services Agreement (“Agreement”) was submitted to the Dutch Chamber of Commerce (“Kamer van Koophandel”) on the 30th day of September, 2020, by Q7 Consulting B.V., Fregat 43, 1113 EJ Diemen (“Q7”). This Agreement will be “effective” upon agreement and signature of any Statement of Work (“SOW”) provided by Q7 to Client, hereinafter referred to individually as “Party” and collectively as the “Parties”.

WHEREAS, Client desires to retain Q7 to provide services for Change Management of People, Process and Technology in relation to pre-implementation, implementation and post implementation of Automated Systems, information technology support and/or other consulting services, all as set forth more fully on the Statements of Work and incorporated herein; and

WHEREAS, Q7 has agreed to perform the services and other related activities as directed by the Client.

NOW, THEREFORE, for valuable consideration received and acknowledged, the Parties agree as follows:

1. Scope of the Agreement; Statements of Work; Change Orders; Confidentiality; Standard of Conduct

1.1 Scope of the Agreement

Under this Agreement, the parties hereto may contract for multiple projects from time to time through the issuance of multiple Statements of Work.

1.2 Statements of Work

The specific services to be provided and related terms and conditions of each project under this Agreement shall be separately negotiated and specified in writing in a form acceptable to Client and Event. The services covered by each Statement of Work may include, but not be limited to consulting services for Change Management in relation to Automated Systems and/or any other consultancy services requested by Client and agreed to by Q7 as set forth in an approved Statement of Work (collectively, the “Services”).

Client and Q7 shall each designate an individual to serve as primary liaison with respect to each Statement of Work. Each Statement of Work shall be signed by an authorized representative of each of the parties hereto and shall include, as appropriate, a description of the Services, the scope of Services to be provided, time frames for provision of the Services (“Term”), Fees & Expenses and payment schedule.

Each Statement of Work shall be subject to all of the terms and conditions of this Agreement, in addition to the specific terms and conditions set forth in the Statement of Work. In the event that any terms or conditions of a Statement of Work conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control, except to the extent that the applicable Statement of Work expressly and specifically states the intent to supersede this Agreement in relation to a specific provision.

1.3 Change Orders

Any change to a Statement of Work shall be by written amendment to the Statement of Work (“Change Order”), signed by each of the parties hereto.

1.4 Standard of Conduct

In rendering Services under this Agreement or any Statement(s) of Work, each party shall conform to the highest professional standards of work and business ethics. Client shall not use Q7 Property (as hereinafter defined) without the prior written consent of Q7. In no event shall Client take any action or accept any assistance or engage in any activity that would result in any person, entity or Client acquiring any rights of any nature in the results of work performed by Q7.

2. Payment of Fees and Expenses

Q7’s compensation and payment for the Services provided hereunder shall be as set forth in the applicable Statement of Work (the “Fees and Expenses”). Client shall reimburse Q7 for actual, reasonable and necessary out-of-pocket expenses, which are directly related to the Services of each Statement of Work.

These expenditures include, but are not limited to, expenses related to travel (i.e. coach airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.), telecommunications and printing expenses. All expenses will be documented with copies of receipts or other documentation. Payments shall be made payable to Q7 as more detailed in the applicable Statement of Work, at the address listed in the Statement of Work.

3. Term

The term of this Agreement shall commence as of the Effective Date on the Statement of Work and terminate upon completion of the Statement of Work, unless sooner terminated pursuant to Section 4 below, or unless the term hereof is extended by the mutual written agreement of the parties hereto.

4. Termination

This Agreement, including all outstanding Statements of Work, may be terminated:

1. By Q7 or Client, without cause, effective upon sixty (60) days prior written notice to Client or Q7, as appropriate, at any time during the term of this Agreement.
2. By any of the Parties for material breach of this Agreement or any Statement of Work, which breach shall remain uncured and shall be effective upon thirty (30) days prior written notice to the breaching Party.
3. In the event that this Agreement or any Statement(s) of Work hereunder are terminated, Q7 shall cease performing any work. Client shall pay Q7 for all services rendered through the date of termination. The Parties may negotiate a Statement of Work for the orderly close out of work in the progress as of the date of termination. All Confidential Information and Q7 Property regardless of the method of storage or retrieval shall be promptly returned and delivered to Q7. Client shall irretrievably delete any information relating to the business stored on any storage device and provide a signed statement that Party has complied fully with these obligations.
4. The provisions of Sections 5, 6, 7, 8 and 12 of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter.

5. Non-Disclosure Agreement

5.1 Definition

“Confidential Information” means information that is proprietary to Q7, or its customers or clients, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of Q7, any vendor names, customer, supplier, member, donor or sponsor lists, databases, management systems and sales and marketing plans, any confidential secret development or research work or any other confidential information or proprietary aspects of the business of Q7 or its customers.

All information which Client acquires or becomes acquainted with during the period of this Agreement, developed by Q7, which Client has a reasonable basis to believe to be Confidential Information, or which is treated by Q7 as Confidential Information, shall be presumed to be Confidential Information.

5.2 Obligation of Confidentiality

Except as expressly permitted by this Agreement, the Client shall not and the Client undertakes that its employees, agents or representatives shall not, use, directly or indirectly, such Confidential Information for the benefit of any person, entity or Client other than the Client, or disclose such Confidential Information without the written authorization of an authorized representative of Q7, either during or after the term of this Agreement.

5.3 Property of Q7

Except for Statement of Work Property (as hereinafter defined), Client agrees that all documents and tangible items, plans, manuals, concepts and frameworks and specific materials developed by Q7 are and shall remain the exclusive property of Q7 (the “Q7 Property”). Promptly upon the expiration or termination of this Agreement or any Statement(s) of Work, or upon the request of Q7, Client shall return to Q7 all Q7 Property and all Confidential Information, together with all copies and abstracts thereof.

5.4 Information Gathering

Client hereby acknowledges and agrees that Q7 may gather and/or receive information of a confidential nature about the Client, and the Client’s users, customers, vendors, processes, and/or data relating to transactions assisted by any software application. This information is only used in the aggregate and may be helpful for aggregation purposes, analysis, and resolution of problems, and/or for improving the services Q7 offers.

Q7 covenants that neither Q7, nor its employees, agents or representatives will, use, directly or indirectly, such confidential information for the benefit of any person, entity or Client other than Q7 in connection with the Statement of Work, or disclose such confidential information without the written authorization of an authorized representative of the Client, either during or after the term of this Agreement, except as required by law or court order. Q7 will only publicize client results with the written permission from the Client.

6. Ownership of Work

Q7 hereby assigns to Client, free from all encumbrances, except in such materials that may be submitted by Client or third parties with Client’s knowledge and consent, any and all intellectual property rights in the deliverables described in any Statement of Work (the “Statement of Work Property”). With respect to all Statement of Work Property supplied by Client in connection with this Agreement, Client shall grant to Q7 a limited, royalty fee license to use appropriate names, logotypes and trademarks in connection with the Services. Q7 shall be required to obtain Client’s written approval for all uses as more fully described in Section 12 of this Agreement.

Q7 shall retain all of the rights to its know-how, methods and analytical tools, managed and implemented that are not specific to the Services, including without limitation, all documents, writings, drawings, spreadsheets, models, designs, formulas, frameworks, methods, policies, procedures, guidelines, training materials, tangible items or intellectual property and all other event planning documents and materials developed by Q7, in any medium, not prepared specifically for the Services contemplated in any Statement(s) of Work.

Client shall grant to Q7 a limited, royalty fee license to use the event name, logotypes, trademarks and copyrighted materials in connection with its professional resume and for archival purposes.

7. Warranty and Covenant

7.1 Q7 representations, warranties and covenants

Q7 represents, warrants and covenants to Client that:

1. Q7 has the full right, power and authority to enter into and perform this Agreement and any Statement(s) of Work; that Q7 has the experience and skill to perform this Agreement and any Statement(s) of Work; and that Q7 shall use reasonable commercial efforts to perform this Agreement and any Statement(s) of Work in accordance with the highest generally accepted standards in the industry.
2. Q7 shall comply with all laws and regulations.
3. Q7 shall not knowingly infringe the intellectual property rights of any third party in connection with this Agreement or any Statement(s) of Work.

7.2 Client representations, warranties and covenants

Client represents, warrants and covenants to Q7 that:

1. Client has the full right, power and authority to enter into and perform this Agreement and any Statement(s) of Work; that Client shall comply with applicable laws and regulations.
2. Client shall comply with all laws and regulations as necessary to lawfully conduct this Agreement or any Statement(s) of Work.
3. Client shall not knowingly supply material to Q7 which infringes on the intellectual property rights of any third party and, to the best of its knowledge, any materials supplied by Client shall be original and non-infringing work of Client, its employees, agents, subcontractors or consultants, or are permitted by a valid license between Client and the owner thereof.

8. Indemnification

8.1 Q7 indemnification

Q7 shall defend, indemnify and hold harmless Client, and its respective officers, directors, agents, contractors and employees, from and against any and all claims, demands, suits, judgments, losses or expenses of any nature whatsoever, including reasonable attorneys’ fees expended in enforcing this Agreement or in pursuing any rights granted under this clause, arising directly or indirectly from, or out of:

1. Any wrongful or negligent act, error or omission of Q7 its officers, directors, authorized agents, contractors, employees, consultants or any other party acting on its behalf in connection with this Agreement or any Statement(s) of Work.
2. Any breach of Q7’s warranties and representations as set forth in this Agreement.
3. Any material failure to comply with its obligations under this Agreement.

8.2 Client indemnification

Client shall defend, indemnify and hold Q7 and its officers, directors, agents, contractors and employees harmless from and against any and all claims, demands, suits, judgments, losses or expenses of any nature whatsoever, including reasonable attorneys’ fees expended in enforcing this Agreement or in pursuing any rights granted under this clause, arising directly or indirectly from or out of:

1. Any wrongful or negligent act, error or omission of its officers, directors, authorized agents, contractors, employees, consultants or any other party acting on its behalf in connection with this Agreement or any Statement(s) of Work.
2. Sales, use or property taxes, or other government assessments, arising from this Agreement or any Statement(s) of Work related to purchases, rentals or the use of public property or facilities in connection with this Agreement or any Statement(s) of Work.
3. Any material breach of the Client’s warranties and representations as set forth in this Agreement.
4. Any material failure to comply with its obligations under this Agreement.

8.3 Limitation

Notwithstanding any other provision of this Agreement, neither Party shall have liability under or in connection with this Agreement for consequential, incidental, or indirect damages. Further, in no event shall either Party’s total liability under or in connection with this Agreement whether in contract, tort, strict liability or otherwise due to any cause whatsoever include expenses that cannot be cancelled with reasonable commercial efforts.

8.4 Survival

The provisions of this section shall survive the expiration or early termination of this Agreement.

9. Sub-contractors

Q7 may utilize sub-contractors and vendors to provide services or personnel to fulfill its obligations of this Agreement or any Statement(s) of Work.

10. Independent Contractor Declaration

It is understood and agreed that Q7 is acting as an independent contractor in the performance of this Agreement or any Statement(s) of Work, and nothing contained in this Agreement shall be deemed to create an agency, joint venture or partnership between Q7 and Client. No Party to this Agreement shall hold itself out contrary to the terms of this clause.

Without limiting the foregoing, neither Party shall bind the other Party, nor purport to bind the other Party, to any obligation without the other Party’s specific written authorization.

11. Data Protection

1. Both Parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Q7 is the data processor, where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation.
3. The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Q7 for the duration and purposes of this agreement.
4. Q7 shall, in relation to any personal data processed in connection with the performance by Q7 of its obligations under this Agreement:
   1. Process that personal data only for the purposes of this agreement or on the Client’s written instructions.
   2. Ensure that it has in place appropriate technical and organizational measures, to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected.
   3. Ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential.
   4. Not transfer any personal data outside of the European Economic Area unless the conditions required under applicable Data Protection Legislation are fulfilled.
5. Assist the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
6. Notify the Client without undue delay on becoming aware of a personal data breach.
7. At the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of this agreement unless required by applicable law to store the personal data.
8. Maintain records and information to demonstrate its compliance with these provisions.

12. Liability and Force Majeure

1. Client shall be liable for and shall indemnify Q7 against any loss, liability, costs including reasonable legal costs, damages or expenses arising from any breach by Client or member of the Group or any Substitute of the terms of this Agreement including any negligent or reckless act, omission or default in the provisions of the Services.
2. The maximum of the liability of Q7 to Client shall be limited to € 10.000,­­ (ten thousand euro) per incident. The liability of Q7 shall never exceed the value in Euros of this Agreement or any Statement(s) of Work.
3. In no event Q7 shall be liable for any lost data or content, lost profits, business interruption or for any incident, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the activities of Client or any member of the Group.
4. Q7 shall not be deemed in breach of this Agreement if Q7 is unable to complete the services or any portion thereof by reason of fire, earthquake, labor dispute, act of god or public enemy of the agency or any local, state, federal, national or international law, governmental order of regulation or any event beyond Q7 control (together, “Force Majeure”). Upon occurrence of any Force Majeure Event, Q7 shall give notice to Client of its liability to perform or of delay in completing the services and shall propose, if possible, revisions to the schedule for completion of the services.

13. Notices

All notices required or permitted hereunder shall be in writing and deemed duly given when personally delivered or sent by mail in a manner providing written confirmation of delivery, return receipt requested or via regularly scheduled courier service providing written confirmation of delivery to the address specified in the Statement of Work.

14. Miscellaneous

14.1 Waiver and Modification

This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the Parties concerning such subject matter. No waiver or modification of any provision hereof may be made unless by a written instrument duly executed by each Party.

Any waiver or breach of any term or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term or condition. The failure of any Party to insist upon strict performance of any term or condition hereunder shall not constitute a waiver of such Party’s right to demand strict compliance therewith in the future.

14.2 Assignment

Neither party may assign this Agreement or delegate any right or obligation without the other party’s prior written consent; provided, however, that Q7 shall have the right to assign this Agreement to any corporate affiliate or successor of all or substantially all of its business.

14.3 Entire Agreement

This Agreement, including the attached Statement of Work document, contains the entire understanding of the parties relating to the subject matter in this Agreement and merges all prior discussions between them. This Agreement cannot be modified except by a written instrument signed by an authorized representative of both parties.

To the extent that any provision of this Agreement shall be in conflict with any provision of the Statement of Work document, the provisions of this Agreement shall govern, except to the extent that the applicable Statement of Work expressly and specifically states the intent to supersede this Agreement in relation to a specific provision.

14.4 Severability

In the event that any provision of this Agreement shall be adjudicated void, illegal, invalid or unenforceable, the remaining terms and conditions shall not be affected, and each of the remaining terms and conditions of this Agreement shall be valid and enforceable to the fullest extent permitted by law, unless a Party demonstrates by a preponderance of the evidence that the invalid provision was an essential economic term of the Agreement.

14.5 Choice of Law and Venue

This Agreement and all subsequent agreements arising from this Agreement shall be governed by and construed in accordance with the laws of The Netherlands, excluding its conflicts of laws principles. All disputes arising in connection with the present Agreement, or further agreements resulting therefrom, shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute.

The arbitrary tribunal shall be composed of one arbitrator. The arbitrary tribunal shall be appointed according to the list procedure. The arbitration shall take place in Amsterdam, the Netherlands, in the English language. Consolidation of the arbitrary proceedings with other arbitrary proceedings, as provided for in Article 1046 of the Dutch Code of Civil Procedure and Article 39 of the Arbitration Rules of the Netherlands Arbitration Institute, is excluded.

The Parties agree that any arbitration proceedings under this Agreement shall be confidential, except to the extent necessary to enforce any award or seek interim relief.

14.6 Attorney’s Fees

If any action at law or in equity is necessary to enforce the terms of this Agreement, the substantially prevailing Party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing Party may be entitled.

14.7 Resolution of Disputes

If any differences or disputes arise between Q7 and the Client in connection with this Agreement, they shall use all reasonable endeavors to resolve them by discussions between themselves, escalating the issues through their respective management structures up to their chief executive officers if necessary.

14.8 Non-Solicitation

Under no circumstances for the duration of this Contract, and for a period of one year after its termination, will any of the Parties recruit and/or offer any employment or Consulting agreement to any of the other Party’s employees or individual sub-contractors.