Strada Service Terms

Effective Date: July 15, 2024

These Service Terms (“Terms”) set forth certain general terms to be incorporated into one or more statements of work or other written ordering documents (each, an “Order Form”) entered into by and between the client entity named in the Order Form (“Client”) and the Strada entity named in the Order Form (“Strada” and, together with Client, each a “Party” and collectively the “Parties”).

Section 1. Contractual Framework.

These Terms do not establish any rights, obligations or liabilities unless, and only to the extent that, these Terms are incorporated into an Order Form, in which case these Terms shall only be binding upon the Parties to such Order Form.  All references in these Terms to the “Agreement” shall refer to the Order Form inclusive of these Terms incorporated therein.  Each Agreement is a separate and severable agreement between the applicable Parties thereto and each such Party shall be solely responsible for its obligations thereunder.

Section 2. Overview.

2.1 Scope.  The services that Strada will provide to Client under the Agreement (the “Services”) will be described in one or more Order Forms.  To be effective, each Order Form must reference these Terms and be duly executed by an authorized representative of each Party.  If there is a conflict between a provision in these Terms and a provision in any Order Form, the provision in these Terms shall control unless otherwise expressly provided in such Order Form.

2.2 Change Orders.  Each Party may request changes in the Services.  If the Parties agree to proceed with a change, a written change order (a “Change Order”) describing the change (including the impact of the change on scope and fees) shall be prepared by Strada and submitted to Client for review.  Each Party is responsible for its own costs associated with developing a Change Order unless otherwise mutually agreed.  To be effective, each Change Order must be identified as such and be duly executed (or otherwise approved via another mutually agreed method) by an authorized representative of each Party.  Each Change Order shall be deemed an amendment to the Agreement.

2.3 Business Requirements Documents.  Where applicable, detailed requirements for the Services will be set forth in additional written documentation (the “Business Requirements Documents”) prepared by Strada and submitted to Client for review and approval.  To be effective, the Business Requirements Documents must be approved in writing (which may be via email or other electronic acknowledgement) by an authorized representative of Client.  If there is a conflict between the description of Services in the applicable Order Form and a related Business Requirements Document, the Business Requirements Document shall control.  Notwithstanding anything to the contrary herein, Client’s right to use the Business Requirements Documents shall terminate upon the termination of the applicable Services.

2.4 Client Directions.  Strada may receive other directions from Client that may be relied upon in providing the Services (e.g., interpretations of laws, policies, procedures and plans).  If Strada reasonably requests any such direction, Client shall use reasonable efforts to provide such direction in a timely manner.

2.5 Client Affiliates.  Client may make the Services available to its affiliates that have not entered into a separate Order Form with Strada.  Any use of the Services by any such affiliate shall be deemed use of the Services by Client and subject to all of the terms and conditions of the Agreement.  Client shall cause any such affiliate to comply with all of Client’s obligations under the Agreement.  Client shall be responsible for any such affiliate’s acts or omissions to the same extent as if such acts or omissions were by Client.

Section 3. Representations and Warranties.

Strada represents and warrants to Client that (a) it shall provide the Services in a professional and workmanlike manner, (b) the Services shall conform in all material respects with the specifications for such Services set forth in the applicable Order Form and any applicable Business Requirements Document, (c) its personnel shall have the skill and qualifications reasonably necessary to perform their respective duties with respect to the Services and (d) it shall be responsible for payment of all salaries and social security, unemployment and other taxes related to its personnel.  In the event of any failure of the Services to comply with such warranties, Strada shall, upon Client’s written request, correct such failure at its own expense to the extent such correction is reasonably necessary and practical under the circumstances.  Except as otherwise expressly provided in the applicable Order Form, the Services are provided “as is” and Strada does not make, and hereby disclaims, any and all other warranties (express, implied or otherwise) with respect to the Services.

Section 4. Compensation.

4.1 Fees and Expenses.  The fees and expenses payable in connection with the Services provided under the Agreement, together with the terms under which such fees and expenses will be invoiced, paid and adjusted, shall be set forth in the applicable Order Form, and Client shall pay such fees and expenses to Strada in accordance therewith.

4.2 Taxes.  The fees payable in connection with the Services do not include, and Client shall (unless Client provides Strada with a valid tax exemption) be responsible for and pay, all sales, use, excise and other taxes relating to Client’s receipt of the Services; provided that Client shall not be responsible for or pay any taxes relating to Strada’s income, capital, gross receipts, employees or real or personal property.

Section 5. Term and Termination.

5.1 Term; Effect of Termination.  The term of the Agreement shall be set forth in the applicable Order Form.  The rights and obligations of the Parties which, by their nature, should survive termination or expiration of the Agreement, shall survive such termination or expiration.

5.2 Termination for Convenience.  The Agreement may be terminated for convenience as provided in the applicable Order Form.

5.3 Termination for Cause.  Each Party may terminate the Agreement for cause if the other Party materially breaches the terms of the Agreement and such breach is not cured within 30 days after the non-breaching Party delivered notice of such breach to the breaching Party.  If a breach cannot reasonably be cured within such cure period and the breaching party promptly commences diligent efforts to cure such breach, then such cure period shall continue as long as such diligent efforts to cure continue.

Section 6. Client Obligations.  Client shall (a) provide or otherwise make available to Strada all data in Client’s control (including data held by any Client vendor or other representative on Client’s behalf) necessary for Strada to perform the Services, (b) obtain any licenses, authorizations, consents and approvals required for Strada to use or otherwise access any data or other materials provided or otherwise made available to Strada by or on behalf of Client or any employee or other person that is an end user of the Services (“Service Users”) and (c) provide Strada with reasonable advance notice of any known event or circumstance that may impact the Services (e.g., modifications of Client policies, procedures and plans).  Client shall be responsible for the accuracy and appropriateness of any data or other materials provided or otherwise made available to Strada by or on behalf of Client.

Section 7. Confidentiality.

7.1 Confidential Information.  For purposes hereof, “Confidential Information” means all information, irrespective of the form thereof, disclosed by or on behalf of either Party (as applicable, the “Disclosing Party”) to the other Party (as applicable, the “Receiving Party”) or its Representatives (as defined below) in connection with the subject matter hereof that is marked confidential or which otherwise would be understood by a reasonable person in the position of the Receiving Party to be confidential in nature, including any such information regarding the Disclosing Party’s services, products, systems, software, marketing, pricing, operations, financial results, plans, strategies, trade secrets, know-how, methods and intellectual property and its relationship with employees, prospects, customers, suppliers and other third parties, as well as the terms of the Agreement; provided, however, that, except for personal data (which shall at all times be treated as confidential), “Confidential Information” shall not include any information that (a) is or becomes generally available to the public other than as a result of a disclosure thereof by the Receiving Party or its Representatives in violation hereof, (b) was or becomes available to the Receiving Party from a source (other than the Disclosing Party or its Representatives) that, to the Receiving Party’s knowledge, was not prohibited from disclosing such information pursuant to a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or (c) is or was independently developed by the Receiving Party or its Representatives without the use of any information that would otherwise be Confidential Information hereunder.

7.2 Restrictions.  The Receiving Party shall not use the Disclosing Party’s Confidential Information for any purpose other than to exercise its rights or perform its obligations hereunder.  The Receiving Party shall not, without the prior written consent of the Disclosing Party, disclose any of the Disclosing Party’s Confidential Information to any unrelated third party other than the Receiving Party’s affiliates and its and their directors, officers, employees, independent contractors, advisors, subcontractors, vendors, agents or other representatives (collectively, “Representatives”) who, in each case, (a) reasonably require access to such Confidential Information to assist the Receiving Party to exercise its rights or perform its obligations under the Agreement and (b) have a contractual, legal, professional or fiduciary obligation of confidentiality to the Receiving Party that is consistent in all material respects with the Receiving Party’s obligations of confidentiality to the Disclosing Party hereunder.  The Receiving Party shall be responsible for any use or disclosure of the Disclosing Party’s Confidential Information by any of its Representatives (in their capacity as such) to the extent such use or disclosure, if by the Receiving Party, would not be permitted hereunder.

7.3 Required Disclosure.  Notwithstanding the foregoing, if the Receiving Party or any of its Representatives is requested or required to disclose any of the Disclosing Party’s Confidential Information by law or legal process, then (a) the Receiving Party shall (if permitted by law) promptly notify the Disclosing Party and reasonably cooperate with the Disclosing Party (at the Disclosing Party’s expense) in its efforts to obtain an appropriate protective order or other remedy and (b) if such protective order or other remedy is not obtained, the Receiving Party or its Representative (as applicable) may disclose that portion of the Confidential Information which is legally required to be disclosed and shall use commercially reasonable efforts to obtain reasonable assurances that confidential treatment, if available, will be accorded such Confidential Information.  Notwithstanding the foregoing, the Receiving Party and its Representatives shall be permitted to disclose any Confidential Information without the consent of or notice to the Disclosing Party and without otherwise complying with the terms of this Section in connection with any ordinary course examination by a regulator, self-regulatory organization or similar supervisory authority, provided that such examination is not specifically directed at the Disclosing Party.

7.4 Obligations on Termination.  Subject to any other obligations herein with respect to the return or retention of information, following termination of the Agreement, the Receiving Party shall, and shall require its Representatives to, destroy all Confidential Information in the possession, or under the control, of the Receiving Party or its Representatives in connection with the Agreement; provided, however, that the Receiving Party and its Representatives shall be entitled to retain copies of Confidential Information to the extent necessary to comply with applicable law or published professional obligations or for litigation or bona fide records retention purposes, in each case, to the extent permitted by law.

7.5 Injunctive Relief.  In addition to any other remedy to which it may be entitled, the Disclosing Party shall be entitled to seek an injunction or other equitable remedy to prevent or enjoin breaches of this Section 7 (Confidentiality) by the Receiving Party or any of its Representatives.

Section 8. Proprietary Rights.

8.1 Client Data.  As between the Parties, all right, title and interest, including all intellectual property rights, in and to all information and other materials provided or otherwise made available to Strada by or on behalf of Client or any Service User in connection herewith shall be owned by Client (“Client Data”).  Client hereby grants Strada a non-exclusive, royalty-free right to use Client Data for the purpose of performing the Services and otherwise complying with any of its obligations or asserting any of its rights under this Agreement or any Order Form.  Strada may use anonymized Client Data in compliance with applicable law.

8.2 Deliverables.  Client shall own all reports and records developed by or on behalf of Strada exclusively for Client in performing the Services except for any intellectual property rights of Strada or its Representatives therein (e.g., trademarks and templates) (“Deliverables”).

8.3 Strada IP.  As between the Parties, all right, title and interest, including all intellectual property rights, in and to all elements of the Services (including all trade names, trade secrets, know-how, methods, software, information and other materials) provided or otherwise made available to Client or the Service Users by or on behalf of Strada, except for any Client Data incorporated therein or any Deliverable, shall be owned by Strada (“Strada IP”).  Strada hereby grants Client a non-exclusive, royalty-free right to use Strada IP to the extent necessary to enable Client to make reasonable use of the Services for its own internal business purposes; provided that Client shall not create derivative works based on, sell, license, transfer or otherwise grant rights to, reverse engineer or otherwise attempt to obtain source code in, or take any action that may interfere with any of Strada’s rights in or to, any Strada IP.  For the avoidance of doubt, Client’s right to use any Strada IP made available to Client or the Service Users by or on behalf of Strada in connection with the Services shall end upon the termination of such Services except to the extent such Strada IP is embedded in a Deliverable.

8.4 Reservation of Rights.  The Agreement does not grant or otherwise give either Party any right, title or interest in or to any of the other Party’s intellectual property or other proprietary rights (including any such rights developed or acquired under or in connection with the Agreement), except as expressly provided herein.

Section 9. Compliance with Law.  Each Party shall comply in all material respects with the laws applicable to its business, operations and employment of its personnel.  As between the Parties, Client shall be responsible for (a) preparing, adopting and maintaining all documents establishing Client policies, procedures and plans and ensuring that such Client documents comply with applicable law, (b) interpreting and complying with such documents and all laws applicable to Client and (c) supervising the activities of Client’s vendors and other representatives (other than Strada).  Client is responsible for ensuring that its own use of any data reported in connection with the Services complies with all applicable laws.  To the extent applicable in connection with the Services, it is Strada’s expectation that Client will provide Strada with data that, if processed for payment, would result in a payment permitted under applicable law (including OFAC).  Strada does not provide legal or tax advice.

Section 10. Data Protection.

10.1 Data Security and Privacy.  The Parties shall comply with the terms and conditions of the Data Protection Addendum, located at www.stradaglobal.com/stradadpaterms, in effect as of the effective date of the applicable Order Form (the “DPA”).   If Client directs Strada to provide Client Data or other information to any Client vendor or other representative (other than Strada), Client shall be responsible for the acts and omissions of such vendor or other representative with respect thereto.  If Client requires Strada to establish single sign-on integration with Client’s or any of its third party vendors’ systems, Strada will not be responsible for any authentication by Client or any such third party.

10.2 Business Continuity.  Strada shall maintain a business continuity and disaster recovery program based on generally accepted industry practices designed to reduce the effects of a significant disruption in Strada’s operations.  A summary of such program is in the DPA.

10.3 Record Retention.  Strada shall maintain records relating to the Services provided, and the fees payable under, the Agreement in accordance with Strada’s generally accepted accounting and business practices, as may be more specifically described in the applicable Order Form.  Client shall retain duplicate copies of any Client Data it provides or otherwise makes available to Strada.

Section 11. Remedies and Liability.

11.1 Indemnification.  Each Party (as applicable, the “Indemnifying Party”) shall indemnify the other Party and its affiliates (as applicable, each an “Indemnified Party”) against any and all losses, damages, liabilities and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred by such Indemnified Party in connection with third party claims to the extent such Losses are a result of (a) any breach of the Agreement by the Indemnifying Party, (b) any negligent or more culpable act or omission (including willful misconduct) of the Indemnifying Party or any of its Representatives in connection with the subject matter of the Agreement, (c) any bodily injury (including death) or damage to real or tangible personal property caused by any negligent or more culpable act or omission (including willful misconduct) of the Indemnifying Party or any of its Representatives in connection with the subject matter of the Agreement or (d) any infringement of the intellectual property rights of a third party by use of Strada IP (if Strada is the Indemnifying Party) or Client Data (if Client is the Indemnifying Party) as contemplated hereunder.  For the avoidance of doubt, no Indemnified Party shall be entitled to indemnification under the Agreement for any Losses to the extent that such Indemnified Party has been otherwise compensated with respect to such Losses (including as a result of re-performance).

11.2 Defense of Third Party Claims.  If any third party claim is threatened or otherwise asserted that would reasonably be expected to give rise to a claim for indemnification hereunder, the Indemnified Party shall deliver a reasonably detailed notice thereof to the Indemnifying Party; provided that a failure to provide such notice shall not relieve the Indemnifying Party of any liability hereunder unless, and only to the extent that, the defense of such third party claim is prejudiced by such failure.  The Indemnifying Party may elect (but is not obligated) to assume and thereafter conduct the defense of such third party claim by promptly providing the Indemnified Party with notice to such effect; provided that the Indemnified Party shall have the exclusive right to assume and conduct the defense of any third party claim (a) to the extent such third party claim seeks an injunction or other equitable relief or may give rise to criminal liability, (b) if a material conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such third party claim or (c) if the Indemnifying Party fails to vigorously defend such third party claim.  If the Indemnifying Party assumes such defense, the Indemnified Party may also participate in such defense with counsel of its choice and at its expense and shall otherwise reasonably cooperate with the Indemnifying Party in such defense.  Neither the Indemnified Party nor the Indemnifying Party shall enter into any settlement of, or consent to the entry of any judgment arising from, any such third party claim without the other’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnifying Party shall not be required to obtain the Indemnified Party’s consent for any such settlement or judgment that provides for the unconditional release of the Indemnified Party in connection therewith and solely involves the payment of monetary damages (i.e., no injunction or other equitable relief) for which the Indemnified Party will be indemnified hereunder.

11.3 Related Third Party Claims.  The Indemnified Parties other than the Parties are not intended third party beneficiaries of the Agreement.  Rather, all claims arising from or related to the Agreement shall be made by a Party and each Party shall be indemnified by the other Party against any Losses incurred in connection with any such claim made directly by such other Party’s related Indemnified Parties.

11.4 Mitigation.  Each Indemnified Party shall use reasonable efforts to mitigate any Losses it incurs in connection with the Agreement and the Parties shall reasonably cooperate to mitigate the effects of any of the events giving rise to such Losses.

11.5 Limitation of Liability.  Notwithstanding anything to the contrary herein, each Party’s maximum aggregate liability arising from or related to the Agreement shall not in any event exceed an amount equal to the average annual fees paid or payable to Strada in connection with the Agreement (the “General Cap”); provided that such limitation shall not apply to liabilities resulting from a breach by a Party of its obligations under Section 7 (Confidentiality), Section 10.1 (Data Security and Privacy) or the DPA, for which liabilities a Party’s maximum aggregate liability shall not in any event exceed an amount equal to the greater of $500,000 USD and the General Cap (the “Data Cap”) (it being understood and agreed that liabilities subject to the General Cap shall not apply toward the Data Cap and vice versa).  The limitations in this Section shall apply to any and all liabilities of any nature whatsoever and to all legal theories of recovery (including breach of contract or warranty, breach of fiduciary duty, tort (including negligence), failure of essential purpose, strict or statutory liability, contribution or any other cause of action and regardless of whether asserted as a direct claim, a third party claim or otherwise); provided that such limitations shall not apply to any liability resulting from (a) any fraudulent, criminal or willful and intentional misconduct by a Party or any of its Representatives, (b) a Party’s indemnification obligations under Section 11.1(c) (Bodily Injury and Property Damage), Section 11.1(d) (IP Infringement) and Section 11.3 (Related Third Party Claims), (c) a breach by Client of any of its payment obligations hereunder or (d) any other liability which may not be limited under applicable law.  Any Losses incurred by a Party as a result of any third party claim arising from or related to the Agreement that is made by any of the other Party’s Representatives (and including in the case of Client any Service User) shall apply toward the General Cap or Data Cap (as applicable).

11.6 Consequential Damages.  Notwithstanding anything to the contrary herein, to the extent permitted by law, in no event shall either Party be liable for any loss of anticipated savings, loss of data, harm to reputation, impaired goodwill or lost productivity, lost profits or revenue, diminution in value or consequential, indirect, incidental, special, punitive or exemplary damages suffered by the other Party or its Representatives arising from or related to the Agreement, regardless of the applicable legal theory of recovery (including breach of contract or warranty, breach of fiduciary duty, tort (including negligence), failure of essential purpose, strict or statutory liability, contribution or any other cause of action) or the foreseeability thereof (and whether or not such Party was advised of the possibility thereof).

Section 12. Insurance.  Strada shall, at its own expense, maintain the following insurance coverages with insurers rated A-VII or better in the A.M. Best Key Rating Guide for Property and Casualty Insurance Companies: (a) workers’ compensation and related insurance as prescribed by applicable law; (b) employer’s liability insurance with limits of $1,000,000 USD for bodily injury per occurrence; (c) general liability insurance in the amount of $2,000,000 USD per occurrence and $4,000,000 USD in the aggregate; and (d) professional / cyber liability insurance in the amount of $5,000,000 USD in the aggregate.  Upon Client’s request, Strada shall provide Client with certificates of insurance evidencing such coverages.

Section 13. Dispute Resolution.  In the event of any dispute arising from or related to the Agreement, the Parties shall for a period of at least 30 days attempt in good faith to negotiate a resolution thereof, including by escalating the matter to the managers of the persons with direct responsibility for administration of the Agreement; provided that the foregoing shall not limit a Party’s right to commence legal proceedings to prevent irreparable harm.  All communications in connection therewith shall be treated as compromise and settlement negotiations without prejudice for purposes of applicable rules of evidence.

Section 14. Miscellaneous.

14.1 Entire Agreement.  The Agreement, together with any Business Requirements Document and Change Order and the DPA and all exhibits and schedules referenced herein and therein, constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

14.2 Severability.  If any provision of the Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the Agreement and such provision as applied to other persons, places or circumstances shall remain in full force and effect and such invalid, void or unenforceable provision shall be enforced to the fullest extent permitted by law.

14.3 Amendment; Waiver.  The Agreement may not be amended or otherwise modified unless such amendment or modification is set forth in writing, identified as an amendment or modification thereof and duly executed by an authorized representative of each of the Parties.  No provision of the Agreement may be waived unless such waiver is set forth in writing, identified as a waiver thereof and signed by an authorized representative of the waiving Party.  An amendment or waiver of the Agreement shall have no effect on any other Agreement.  Except as otherwise provided in the Agreement, no failure or delay by a Party in exercising any right under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right.

14.4 Assignment.  A Party may not assign the Agreement without the prior written consent of the non-assigning Party and any purported assignment without such consent shall be void and unenforceable; provided that a Party may, without obtaining such consent, assign the Agreement to any affiliate of such Party or to any person in connection with any sale or other transfer of all or substantially all of the business or assets of such Party.  Notwithstanding the foregoing, Strada may engage affiliates, subcontractors and other third parties to perform a portion of the Services; provided that Strada shall remain responsible for the performance of such Services by such affiliates, subcontractors and other third parties to the same extent as if such Services were performed by Strada.

14.5 No Third Party Beneficiaries.  The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.

14.6 Relationship of the Parties.  The relationship between the Parties is that of independent contractors and the Agreement will not establish any agency, partnership, joint venture, fiduciary, franchise or employment relationship between the Parties (or between one Party and the Representatives of the other Party).  Neither Party by virtue of the Agreement shall have any right, power or authority, express or implied, to bind the other Party.  Except for its express obligations hereunder, the method and manner for performance of the Services shall be under the exclusive control of Strada.

14.7 Force Majeure; Excused Performance.  Notwithstanding anything to the contrary herein, neither Party shall be liable for, nor be deemed to be in breach hereof as a result of, any failure to comply with its obligations hereunder (except for any of Client’s payment obligations hereunder) to the extent attributable to any act of God, flood, fire, earthquake, hurricane, act of war or other hostility, act of terrorism, governmental action or inaction, civil unrest, national emergency, epidemic (including COVID-19), strike or other labor dispute, act or omission by a third party or a third party product or service, power, telecommunication or other service outage or any other cause or circumstance beyond the reasonable control of such Party; provided that nothing in this Section shall limit or otherwise affect Strada’s obligation to execute its business continuity and disaster recovery program.  The affected Party shall give the other Party prompt notice of any such event and use commercially reasonable efforts to end and minimize the effects thereof.  In addition, notwithstanding anything to the contrary herein, Strada shall not be liable for, nor be deemed to be in breach hereof as a result of, any failure to comply with its obligations hereunder or any other act or omission attributable to (a) any failure by Client to comply with its obligations or perform its assigned tasks hereunder, (b) Strada’s reliance upon any Client direction or any information provided or otherwise made available to Strada by or on behalf of Client or any Service User in performing the Services or (c) any act or omission of any Client vendor or other Representative (other than Strada).  The Parties shall use commercially reasonable efforts to mitigate the effects of any of the foregoing circumstances.

14.8 Choice of Law.  The Agreement and any dispute or claim arising out of or in connection therewith or the subject matter or formation thereof (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the State of Delaware if Strada’s principal place of business is located in the United States or the jurisdiction in which Strada’s principal place of business is located if outside the United States, without regard to conflict of law principles that would cause the application of the laws of any other jurisdiction. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to the Agreement or the subject matter or formation thereof (including non-contractual disputes or claims), in any forum other than such jurisdiction (and any court from which an appeal therefrom may be validly taken) and hereby expressly and irrevocably submits to the exclusive personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum.

14.9 Counterparts.  Each Order Form may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original, but such counterparts shall constitute one and the same instrument.  Each Order Form may be executed and delivered electronically.

14.10 Interpretation.  Unless the express context otherwise requires, the words “hereof”, “herein”, “hereunder” and words of similar import refer to the Agreement as a whole and not to any particular provision of the Agreement, references to a specific section, exhibit or schedule in these Terms or an Order Form refer to the sections, exhibits or schedules in these Terms or such Order Form (as applicable) unless otherwise expressly provided and the words “include”, “including” and words of similar import shall be deemed to be followed by the words “without limitation”.  Each Business Requirements Document and Change Order and the DPA and all exhibits and schedules referenced herein or therein are incorporated in and made a part of the Agreement as if set forth in full herein.  The captions or headings in the Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of the Agreement.

14.11 Notices.  All notices under the Agreement shall be in writing and shall be deemed to have been given on the next business day after it is sent, if sent by overnight courier service (provided delivery is confirmed), or when actually received, if sent by other means, in each case, to the address of the applicable Party set forth in the Order Form (in the case of notices to Strada, to the attention of the Legal Dept.) or at such other address as shall be specified in the Agreement or by notice delivered in accordance herewith.

14.12  Publicity.  The Parties shall agree upon the content and timing of any press release regarding the subject matter of the Agreement.  Notwithstanding anything to the contrary herein, Strada may disclose in its client lists and proposals the fact that it provides Services to Client so long as no Client Confidential Information is disclosed in connection therewith.