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This Agreement includes several Schedules appended hereto. Each applicable Schedule is incorporated herein by reference.

1. 1. Schedule 1 – Proposal, defines the scope of goods and services to be provided under this Master Agreement. Once executed by both parties, a Proposal becomes an Ordering Document hereunder.
   2. Schedule 2.1 – Software License, governs the license of the Software if the Customer has selected to use the Software installed on its own servers or as hosted by Provider.
   3. Schedule 2.2 – Software as a Service License, governs the purchase of the SaaS Services if the Customer has selected to use the SaaS Services.
   4. Schedule 3 – Implementation Process Schedule, describes the implementation process.
   5. Schedule 4 – Maintenance Schedule, describes the Maintenance Services Provider will provide to Customer.
   6. Schedule 5 – Invoicing and Payment Schedule, describes how Provider will invoice Customer and Customer's payment obligations.
   7. Schedule 6 – Change Procedure Schedule, describes the process by which the parties shall may the scope of goods and services during the Term of this Master Agreement.
   8. Schedule 7 – Hosting Schedule, Provider governs Provider's hosting of Customer data on its servers.
   9. Schedule 8 – Privacy Policy, describes Provider's privacy policies.
2. DEFINITIONS

The following definitions apply to this Master Agreement and the attached Schedules. Additional capitalize terms used in this Master Agreement or attached Schedules shall have the meaning described therein.

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1. "Affiliate" means any corporation or other entity controlled by, controlling, or under common control with any party, and "control" means the direct or indirect beneficial ownership of a majority interest in the voting stock, or other ownership interests, of such corporation or entity, or the power to elect at least a majority of the directors or trustees of such corporation or entity, or majority control of such corporation or entity, or such other relationship, which in fact constitutes actual control.
2. "Application" means the modules, platform, user interfaces, on-line help, and associated Documentation of Provider to which Customer may have access pursuant to the Software as a Service License.
3. "Customer Data" means any data, information, content, or material, which Customer or its Affiliates enter, load onto, or use in connection with the Application, and all results from processing the same while using the Application.
4. "Documentation" means the user and technical information, provided to Customer by Provider, regarding the access and use of the Application by means of an on-line help system describing the operation of the Application under normal circumstances.
5. "Fees" means the License Fee, Subscription Fee, Maintenance Fees, Hosting Fee and Professional Services Fees.
6. "Hosting Fee" means the fee for Provider to host the Software and Customer's related data on behalf of Customer.
7. "Intellectual Property Rights" means, on a worldwide basis, any copyrights and copyrightable works, whether registered or unregistered; (ii) trademarks, service marks, trade dress, logos, registered designs, trade and business names (including internet domain names, corporate names, and e-mail address names), whether registered or unregistered; (iii) patents, patent applications, patent disclosures, mask works and inventions (whether patentable or not); (iv) trade secrets, know-how, data privacy rights, database rights, know-how, and rights in designs; and (v) all other forms of intellectual property or proprietary rights, and derivative works thereof, in each case in every jurisdiction worldwide.
8. "License Fee" means the one-time Software license fee.
9. "Maintenance Fee" means the annual fee for Maintenance Services.
10. "Ordering Document" means any executed Proposal or SOW, which upon execution represents a binding commitment to purchase Products or Services.
11. "Professional Services Fees" means fees for Professional Services, paid at Provider's then current standard rates.
12. "Professional Services" means custom software development and other support services provided by Provider in connection with implementation or ongoing use of the Products, which are specifically quoted and billed at the Professional Service Fee Rates listed on Schedule 5 – Invoicing and Payments.
13. "SOW" means a Statement of Work, which sets forth the deliverables, timelines and cost estimate for Professional Services as a result of the Change Procedure described in Schedule 6 – Change Procedure or for Professional Services.
14. "Subscription" means the right to use and access the Application as described in Schedule 2.2, SaaS License, upon payment of the Subscription Fee.
15. "Subscription Fee" means the fee for the Subscription, and to receive the Standard Support Services, during the corresponding Subscription period.
16. "Update" means any patch, bug fix, correction, update, upgrade, enhancement, minor release, or other modification by Provider to an Application, that is generally small in scope, made generally available by Provider to its then-current customers.
17. "User(s)" means Customer's employees and Affiliates authorized to use the Application in accordance with this Agreement and supplied user identifications and/or passwords in accordance with this Agreement.

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1. Customer Intellectual Property. "Customer IP" means Customer's Confidential Information, materials, inventions, and data. The Customer IP shall be owned by Customer. Provider may not use, access, reproduce, publish, sell, license, display, or exploit (collectively, "Use") any Customer IP without Customer's prior written consent. Provider shall have the right to Use Customer IP to perform the Services and Customer grants Provider a limited, royalty-free, non-exclusive, revocable, terminable license to Use the Customer IP as necessary for Provider to perform the Services.
2. Provider Intellectual Property. "Provider IP" means any item or material, and any modifications, enhancements or feedback thereon, including intellectual property (such as written materials, software, its configurations and standard reporting and interfaces, websites or patented inventions) or physical assets (such as equipment or other products), that is: (a) owned, leased or licensed by Provider or Provider's Affiliates or subcontractors (other than licensed from Customer hereunder); or (b) furnished by Provider in connection with the Services. For the avoidance of doubt, Provider IP includes the Products, Software and Documentation. The Provider IP shall be owned by Provider. Customer shall not use Provider IP for any purpose not expressly permitted in this Agreement.

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1. Customer will pay Provider for all Services performed and expenses incurred by Provider prior to the date of termination. In the event the Agreement has been terminated early not due to Provider's breach or insolvency, then Customer shall repay any discounts set forth in the Ordering Document governing the unfinished Term.
2. Provider will: deliver to Customer all Deliverables and Products for which Customer has fully paid; (ii) and immediately discontinue (and cause its contractors and personnel to immediately discontinue) all use of Customer Materials. Upon termination or expiration of Agreement, this clause does not permit Customer to retain Provider Materials for any purpose and Customer must return Provider Materials within 10 days.

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All notices from one party to the other under this Agreement will be in writing and will be deemed given when (i) delivered personally with receipt signature; (ii) sent via certified mail with return receipt requested; or (iii) (iv) sent by commercially recognized air courier service with receipt signature required, to the following address:
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if to PROVIDER:
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Provider, LLC
4242 Flagstaff Cove
Ft. Wayne, Indiana, 46815
ATTENTION: Chris Pelz ([chris.pelz@irely.com|mailto:chris.pelz@irely.com])
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if to CUSTOMER:
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\[NAME & ADDRESS\]
ATTENTION: ____________________________________________
and
ATTENTION: ____________________________________________
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1. REPRESENTATIONS AND WARRANTIES OF CUSTOMER
   1. Representations and Warranties. Customer represents and warrants to Provider that:
      1. Customer owns Customer Data or has all necessary rights to use and input Customer Data into the Application;
      2. Customer Data shall not infringe upon any third-party Intellectual Property Rights or violate any rights against defamation or rights of privacy; and
      3. Customer has not falsely identified itself nor provided any false information to gain access to the Application and that Customer's billing information is correct.
   2. EU Data Transfer. If Customer resides in the European Union (EU) or if any transfer of information between Customer and the Application is governed by the European Union Data Protection Directive or national laws implementing that Directive, then Customer expressly consents to the transfer of such information outside of the European Union to the United States and to such other countries as may be contemplated by the features and activities of the Application under this Agreement. Customer will indemnify Provider against all claims asserted against it under the GDRP.
2. EXPORT CONTROL
   1. Export Laws. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Products. Customer agrees that such export laws govern its use of the Products (including technical data) and Services provided under the Master Agreement, and Customer agrees to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). Customer further agrees that no data, information, Product and/or Deliverables will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
   2. No Representations. Provider and its licensors make no representation that the Products and Services are appropriate or available for use in other locations. Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Customer Data contrary to U.S. and other relevant law is prohibited.
3. INTEGRATION AND AMENDMENTS

This Agreement and the attached Schedules constitute a complete and exclusive final written expression of the terms of agreement between the Parties regarding the subject matter hereof. It supersedes all earlier and contemporaneous agreements, understandings and negotiations concerning the subject matter. The Parties may amend this Agreement only in writing, and no oral representation or course of dealing shall modify this Agreement.

1. SECURITY, NO CONFLICTS

Each party shall inform the other of any information made available to the other party that is classified or restricted data, shall comply with the security requirements imposed by any state or local government, or by the United States Government, and shall return all such material upon request. Each party represents and warrants that its participation in this Agreement does not conflict with any contractual or other obligation of the party or create any conflict of interest and shall promptly notify the other party if any such conflict arises during the Term.

1. INSURANCE

Each party shall maintain adequate insurance protection covering its respective activities hereunder, including coverage for statutory workers' compensation, comprehensive general liability for bodily injury and tangible property damage, and shall provide Certificates of Insurance to the other party, upon reasonable request, evidencing such coverage and amounts.

1. GOVERNING LAW AND DISPUTES
   1. The construction and performance of this Agreement shall be governed by the substantive laws of the United States and the laws of the State of Delaware, without regard to its conflicts of law's provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any claim by one party against the other party must be brought within one year after it arose.
   2. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in Allen County, Indiana by a single arbitrator appointed by the AAA. Any appeal of the arbitration decision shall be brought exclusively in the federal or state courts situated in Delaware. Customer consents to personal jurisdiction and venue in Delaware.
   3. Provider shall be entitled to its reasonable attorneys' fees, costs and expenses if it prevails in any legal dispute with Customer.
2. PRIVACY POLICY AND GDPR

Schedule 8 contains Provider's Privacy Policy.

1. ASSIGNMENT OR CHANGE IN CONTROL

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1. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

1. NO AGENCY

The Parties acknowledge and agree that each is an independent contractor, and nothing herein constitutes a joint venture, partnership, employment, or agency between Customer and Provider because of this Agreement or use of the Application. Neither party shall have the right to bind the other party or cause it to incur liability.

1. WAIVER

The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

1. NON-SOLICITATION

During the Term of this Agreement and for a period of one year thereafter, neither party will, except with the other party's prior written approval, solicit the employment of any employee, consultant or subcontractor of such other party that directly participated in the activities set forth in this Agreement. The foregoing shall specifically not apply to general solicitations of employment issued by either party to which an employee of the other may voluntarily respond.

1. SURVIVABILITY

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