Anyreach

These Anyreach Services Terms and Conditions ("Terms") are incorporated into and shall govern each Statement of Work for Services to be provided by Anyreach Inc. ("Anyreach") to Customer that references these Terms. By signing any such Statement of Work, Customer accepts these Terms. The Terms and all such Statements of Work are, collectively, the "Agreement" between Anyreach and Customer for Services to be provided by Anyreach.

1. Definitions

"Action" has the meaning set forth in Section 11.1.
"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Agreement" has the meaning set forth in the preamble.
"Anyreach" has the meaning set forth in the preamble.
"Anyreach Contract Manager" has the meaning set forth in Section 3.1(a).
"Anyreach Equipment" means any equipment, systems, or facilities provided by or on behalf of Anyreach and used directly or indirectly in the provision of the Services.
"Anyreach Personnel" means all employees and subcontractors, if any, engaged by Anyreach to perform the Services.
"Change Order" has the meaning set forth in Section 5.2.
"Confidential Information" means any information that is treated as confidential by a Party, including but not limited to all non-public information about its business affairs, products or services, Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential". Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of the Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
"Covered Employee" has the meaning set forth in Section 12.1.
"Customer" is the Anyreach customer receiving Services as identified in a Statement of Work that references these Terms.
"Customer Contract Manager" has the meaning set forth in Section 4.1(a).
"Customer Equipment" means any equipment, systems, cabling, or facilities provided by Customer and used directly or indirectly in the provision of the Services.
"Customer Materials" means any documents, data, know-how, methodologies, software, and other materials provided to Anyreach by Customer, including computer programs, reports, and specifications.
"Deliverables" means all documents, work product, and other materials that are delivered to Customer hereunder or prepared by or on behalf of Anyreach in the course of performing the Services, including any items identified as such in a Statement of Work.
"Disclosing Party" means a Party that discloses Confidential Information under the Agreement.
"Intellectual Property Rights" means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
"Losses" mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
"Party" means either of Anyreach or Customer, and "Parties" means both Anyreach and Customer.
"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
"Project" means a project as described in a Statement of Work.
"Project Milestone" means an event or task described in a Statement of Work which shall be completed by the relevant date set forth in the Statement of Work.
"Receiving Party" means a Party that receives or acquires Confidential Information directly or indirectly under the Agreement.
"Restricted Person" has the meaning set forth in Section 12.1.
"Services" mean the professional services to be provided by Anyreach as described in more detail in a Statement of Work, Change Order, or other ordering document that references these Terms.
"Statement of Work" or "SOW" means each Statement of Work entered into by the Parties.
"Term" has the meaning set forth in Section 6.

2. Services

2.1. Anyreach shall provide the Services to Customer as described in more detail in each Statement of Work in accordance with these Terms.
2.2. Each Statement of Work shall include the following information, if applicable:
1. a detailed description of the Services to be performed pursuant to the Statement of Work;
2. the date upon which the Services will commence and the term of such Statement of Work;
3. the fees to be paid to Anyreach under the Statement of Work;
4. the Project implementation plan, including timing of deliverables;
5. Project Milestones, if any, and payment schedules;
6. any criteria for completion of the Services and/or Project;
7. procedures for the testing and acceptance of the Services and Deliverables by Customer; and
8. any other terms and conditions agreed upon by the Parties in connection with the Services to be performed pursuant to such Statement of Work.

3. Anyreach's Obligations

3.1. Anyreach shall:
1. Appoint an Anyreach employee to serve as a primary contact with respect to the Agreement and who will have the authority to act on behalf of Anyreach in connection with matters pertaining to the Agreement (the "Anyreach Contract Manager");
2. maintain the same Anyreach Contract Manager throughout the Term of the Agreement except for changes in such personnel due to:
  1. Customer's request pursuant to Section 3.1(c); or
  2. the resignation or termination of such personnel or other circumstances outside of Anyreach's reasonable control;
3. upon the reasonable written request of Customer and to the extent reasonably practicable under the circumstances, promptly replace the Anyreach Contract Manager and any other Anyreach Personnel;
4. before the date on which the Services are to start, obtain, and at all times during the Term of the Agreement maintain, all necessary licenses and consents and comply with all relevant Laws applicable to the provision of the Services;
5. prior to any Anyreach Personnel performing any Services hereunder, ensure that such Anyreach Personnel have the legal right to work in the United States; and
6. comply with, and ensure that all Anyreach Personnel comply with, all rules, regulations, and applicable policies of Customer that are communicated to Anyreach.
3.2. Anyreach shall remain fully responsible for the performance of Anyreach Personnel and for their compliance with all of the terms and conditions of the Agreement. Anyreach is responsible for all Anyreach Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments, and disability benefits. Nothing contained in the Agreement shall create any contractual relationship between Customer and any Anyreach subcontractor or supplier.
3.3. The Parties agree to use good faith efforts to meet all timetables, Project Milestones, and completion dates under the Agreement, with the understanding that Anyreach shall not be liable for delays resulting from causes beyond its reasonable control, including dependencies on Customer or third parties.

4. Customer's Obligations

4.1. Customer shall:
1. cooperate with Anyreach in all matters relating to the Services and appoint a Customer employee to serve as the primary contact with respect to the Agreement and who will have the authority to act on behalf of Customer with respect to matters pertaining to the Agreement (the "Customer Contract Manager");
2. provide, subject to Section 3.1(f), access to Customer's premises and such office accommodation and other facilities as may reasonably be requested by Anyreach, for the purposes of performing the Services;
3. respond promptly to Anyreach requests for direction, information, approvals, authorizations, or decisions that are reasonably necessary for Anyreach to perform Services in accordance with the requirements of the Agreement;
4. provide such Customer Materials and other information as Anyreach may reasonably request as necessary to carry out the Services, in a timely manner, and ensure that it is complete and accurate in all material respects;
5. ensure that all Customer Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant legal or industry standards or requirements; and
6. obtain and maintain all necessary licenses and consents and comply with all applicable Law in relation to the Services, in all cases before the date on which the Services are to start.
4.2. If Anyreach's performance of its obligations under the Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Anyreach shall not be deemed in breach of its obligations under the Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

5. Change Orders

5.1. If either Party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other Party in writing. Anyreach shall, within a reasonable time (not to exceed five (5) business days) after receiving a Customer-initiated request, or at the time that Anyreach initiates a change request, provide a written estimate to Customer of:
1. the likely time required to implement the change;
2. any necessary variations to the fees and other charges for the Services arising from the change;
3. the likely effect of the change on the Services;
4. any other impact the change might have on the performance of the Agreement; and
5. any other information reasonably requested by the Customer.
5.2. Promptly after receipt of the written estimate, the Parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither Party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 13.9.

6. Term and Termination

6.1. Term. Unless otherwise terminated pursuant to this Section 6, the Agreement shall commence as of the Effective Date of the first SOW entered into between the Parties and shall continue until all Services to be provided by Anyreach under all pending SOWs are completed (the "Term").
6.2. Termination for Cause. Either Party may terminate the Agreement or any SOW, effective upon written notice to the other Party (the "Defaulting Party"), if the Defaulting Party:
1. materially breaches the Agreement, and such breach is incapable of cure or, with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; or
2. (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within thirty (30) business days or is not dismissed or vacated within ninety (90) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
6.3. Effects of Termination or Expiration. Upon expiration or termination of the Agreement for any reason:
1. Anyreach shall (i) promptly deliver to Customer all Deliverables (whether complete or incomplete) for which Customer has paid, all Customer Equipment and all Customer Materials in its possession, (ii) promptly remove any Anyreach Equipment located at Customer's premises (if any), and (iii) provide reasonable cooperation and assistance to Customer upon Customer's written request and at Customer's expense in transitioning the Services to a different supplier (and such transition Services, if not trivial, shall be the subject of a separate SOW entered into under the Agreement).
2. Each Party shall (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party's Confidential Information, (ii) permanently delete all of the other Party's Confidential Information from its computer systems, and (iii) certify in writing to the other Party that it has complied with the requirements of this clause; provided, however, neither Party shall be required to delete any of the other Party's Confidential Information that has been backed up and will be retained and eventually deleted by the receiving Party in the normal course of its records maintenance; provided further that the receiving Party shall treat such Confidential Information as confidential under the terms of the Agreement for so long as such Confidential Information is retained.
3. Customer shall pay all outstanding fees in connection with Anyreach's provision of the Services up and until the date of expiration or termination within ten (10) days of the date of such expiration or termination and all fees for transition Services agreed to by the Parties.
6.4. Survival. The rights and obligations of the Parties set forth in this Section 6.4 and Section 1, Section 8, Section 9, Section 10, Section 13, Section 6.3, Section 12 and Section 13, and any right or obligation of the Parties in the Agreement which, by its nature, should survive termination or expiration of the Agreement, will survive any such termination or expiration of the Agreement.

7. Fees and Expenses; Payment Terms

7.1. In consideration of the provision of Services by Anyreach and the rights granted to Customer under the Agreement, Customer shall pay the fees set forth in each applicable Statement of Work.
7.2. Where the Services are provided on a time and materials basis:
1. the fees payable for the Services shall be calculated in accordance with Anyreach's hourly fee rates set forth in the applicable Statement of Work; and
2. Anyreach shall issue invoices to Customer monthly in arrears for its fees for time for the immediately preceding month.
7.3. Where Services are provided for a fixed price, the total fees for the Services shall be the amount and paid on the schedule as set out in the applicable Statement of Work. Anyreach shall issue invoices to Customer for the fees that are then payable.
7.4. Customer shall pay all properly invoiced amounts due to Anyreach within thirty (30) days after Customer's receipt of such invoice. Customer shall promptly (and, in any event, within thirty (30) days) inform Anyreach of any good faith dispute regarding any invoiced amounts. All payments hereunder shall be in US dollars and made by check or wire transfer.

8. Intellectual Property Rights; Ownership

8.1. Customer is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables that are specifically developed under the Agreement for Customer (the "Custom Deliverables"), including all Intellectual Property Rights therein; provided that, for the avoidance of doubt, Custom Deliverables shall not include Anyreach Background IP or third-party software, materials, or content, including open source software. Anyreach agrees, and will cause its Anyreach Personnel to agree, that with respect to any Custom Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. § 101, such Custom Deliverables are hereby deemed a "work made for hire" for Customer. To the extent that any of the Custom Deliverables do not constitute a "work made for hire," Anyreach hereby irrevocably assigns, and shall cause Anyreach Personnel to irrevocably assign to Customer, in each case without additional consideration, all right, title, and interest throughout the world in and to the Custom Deliverables, including all Intellectual Property Rights therein.
8.2. Anyreach retains all rights, title, and interest in and to any pre-existing or independently developed technology, AI models, code, algorithms, know-how, and other materials that were created or acquired by Anyreach prior to or outside the scope of the Agreement ("Anyreach Background IP"), together with any modifications or improvements thereto that do not exclusively relate to the Custom Deliverables. Except to the extent a more specific license is provided in an applicable SOW, Anyreach grants Customer a limited, royalty-free, worldwide, non-transferable (except in connection with a permitted assignment of the Agreement), non-exclusive license to use such Anyreach Background IP provided or made available to Customer by Anyreach solely as embedded or necessary to use the Custom Deliverables. Third-party software, materials, and content, including open source software, shall be licensed under the terms required by the applicable licensor.
8.3. Customer and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to the Customer Materials, including all Intellectual Property Rights therein. Anyreach shall have no right or license to use any Customer Materials except solely during the Term of the Agreement to the extent necessary to provide the Services to Customer. All other rights in and to the Customer Materials are expressly reserved by Customer. Customer acknowledges and agrees that Anyreach shall have a right during the Term to collect, and a perpetual right during and after the Term to use, operational and usage data, including raw audio, generated in connection with Customer's receipt of the Services ("Operational Data"). Anyreach may use this Operational Data for its legitimate business purposes, including to provide and improve the Services (including to train Anyreach's artificial intelligence, machine learning, large language models, and/or similar technologies) and for research and development of other products and services. Anyreach shall not disclose Operational Data to third parties except to the extent such Operational Data is not identifiable of Customer or any individual person (e.g., by anonymizing or aggregating the data).

9. Confidential Information

9.1. The Receiving Party agrees:
1. not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its Affiliates, officers, employees, consultants, and legal advisors who have a "need to know", who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 9;
2. to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Customer, to make use of the Services and Deliverables; and
3. to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.
9.2. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide:
1. prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and
2. reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
9.3. If, after providing such notice and assistance as required herein, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, upon the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

10. Representations and Warranties

10.1. Each Party represents and warrants to the other Party that:
1. it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;
2. it has the full right, power, and authority to enter into the Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder;
3. the execution of the Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Party; and
4. when executed and delivered by such Party, the Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
10.2. Anyreach represents and warrants to Customer that:
1. it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner and shall devote adequate resources to meet its obligations under the Agreement; and
2. it is in compliance with, and shall perform the Services in compliance with, all applicable Laws.
10.3. EXCEPT FOR THE EXPRESS WARRANTIES IN THE AGREEMENT, (A) EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND (B) ANYREACH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE. UNLESS AND EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, ANYREACH DOES NOT REPRESENT THAT ANY SERVICES OR DELIVERABLES MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE.
10.4. Limitation of Liability. EXCEPT FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANYREACH'S AGGREGATE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO ANYREACH IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM.

11. Indemnification

11.1. Anyreach shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, agents, successors, and permitted assigns (each, a "Customer Indemnitee") from and against all Losses awarded against a Customer Indemnitee arising out of or resulting from any third-party claim, suit, action or proceeding (each, an "Action") as a result of:
1. bodily injury, death of any person, or damage to real or tangible, personal property resulting from the willful, fraudulent, or grossly negligent acts or omissions of Anyreach or Anyreach Personnel;
2. any assertion that the use, sale, distribution, or other exploitation of any Service or Deliverable provided by Anyreach under and as contemplated by the Agreement infringes, misappropriates, or otherwise violates any Intellectual Property Right of any third party (an "Infringement Claim"); and
3. Anyreach's material breach of any representation, warranty, or obligation of Anyreach set forth in the Agreement.
11.2. Customer shall defend, indemnify, and hold harmless Anyreach and its officers, directors, employees, agents, successors, and permitted assigns from and against all Losses arising out of or resulting from:
1. bodily injury, death of any person, or damage to real or tangible, personal property resulting from the grossly negligent or willful acts or omissions of Customer; and
2. Customer's material breach of any representation, warranty, or obligation of Customer in the Agreement.
11.3. A party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party's sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party's sole cost and expense. The indemnifying party shall not settle any Action in a manner that adversely affects the rights of the indemnified party without the indemnified party's prior written consent. The indemnified party's failure to perform any obligations under this Section 11.3 shall not relieve the indemnifying party of its obligations under this Section 11.3 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense.
11.4. Notwithstanding anything to the contrary in the Agreement, the indemnifying party is not obligated to indemnify, hold harmless, or defend the indemnified party against any claim (whether direct or indirect) to the extent such claim or corresponding losses arise out of or result from, in whole or in part, the indemnified party's gross negligence or more culpable act or omission (including recklessness or willful misconduct).
11.5. In resolution of an Infringement Claim, Anyreach, at its sole option and expense, may: (i) either (A) procure for Customer the right to continue to use the Service or Deliverable, as applicable, or (B) provide a replacement or modification for the Service or Deliverable, as applicable, so as to avoid infringement; or (ii) if neither option under (i) above is reasonably practical in Anyreach's sole opinion, Anyreach may, upon written notice to Customer, stop providing the applicable Service or Deliverable and terminate the applicable SOW (or part thereof) and Customer's use of the Service or Deliverable, and references to such Service or Deliverable (and any fees in connection therewith) shall automatically be removed from the Agreement. Solely with respect to such termination and prepaid, one-time license fees for a terminated Service or Deliverable, Anyreach shall pay to Customer a refund of the prepaid fees paid by Customer for the infringing Service or Deliverable or portion thereof that has not yet been provided to Customer as of the effective date of termination.
11.6. Notwithstanding the foregoing, Anyreach shall have no liability for any Infringement Claim (or any other claim or action) to the extent based upon or arising from: (i) use of any part of a Service or Deliverable in combination with materials or software not provided by Anyreach (except as expressly specified in the Agreement or otherwise inherently required to use the Service or Deliverable as intended by the Parties); (ii) modifications to any Service or Deliverable made by Customer or any third party; (iii) use of other than the current release or version of any Service or Deliverable if infringement would have been avoided by use of such current release; (iv) use of any part of any Service or Deliverable other than for its intended use and otherwise in accordance with the applicable documentation provided or made available to Customer and the terms of the Agreement; (v) Services or Deliverables based on Anyreach's adherence to Customer's specifications or instructions that materially differ from Anyreach's standard Services or Deliverables offered, or Anyreach's use of any materials provided by Customer in connection with any Services or Deliverables, to the extent the alleged infringement arose from such Customer-provided specifications, instructions and/or materials; or (vi) any third-party products or materials provided by Anyreach except to the extent the third-party products or materials are embedded in a Anyreach-owned Deliverable.
11.7. THE OBLIGATIONS SET FORTH IN THIS SECTION 11 ARE ANYREACH'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT CLAIM, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITY ON THE PART OF ANYREACH ARISING THEREFROM.

12. Restrictive Covenants

12.1. The Parties agree that during the Term and for a period of one (1) year after the expiration or earlier termination of the Term, without obtaining the prior written consent of the other Party, neither Party, nor any of its affiliates or representatives (each, a "Restricted Person"), shall directly or indirectly, for itself or on behalf of another person or entity:
1. solicit for employment or otherwise induce, influence, or encourage to terminate employment with the other Party or employ or engage as an independent contractor any employee or independent contractor that has provided services to the other Party within one year from the most recent statement of work (each, a "Covered Employee"), except (i) pursuant to a general solicitation through the media that is not directed specifically to any employees of the other Party, unless such solicitation is undertaken as a means to circumvent the restrictions contained in or conceal a violation of this Section 12.1 or (ii) if the other Party terminated the employment of such Covered Employee before the Restricted Person having solicited or otherwise contacted such Covered Employee or discussed the employment or other engagement of the Covered Employee; or
2. induce, influence, or encourage, any client, customer, supplier, or other similar third party of the other Party (each, a "Customer or Supplier") to alter, terminate, or breach its contractual or other business relationship with the other Party or solicit business from any Customer or Supplier.

13. Miscellaneous

13.1. Each Party shall, upon the request of the other Party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of the Agreement.
13.2. The relationship between the Parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
13.3. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, provided that such email is acknowledged as received by the Party to be noticed by non-automated means (not to be unreasonably withheld, conditioned, or delayed); or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to Anyreach at the addresses indicated below and to Customer at any addresses provided in an applicable Statement of Work or otherwise communicated by Customer to Anyreach (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 13.3).
13.4. For purposes of the Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to the Agreement as a whole. Unless the context otherwise requires, references herein: (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.
13.5. The Agreement, inclusive of these Terms and all applicable Statements of Work, Change Orders, and any other documents incorporated herein by reference or that incorporate these Terms, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
13.6. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under the Agreement without the prior written consent of the other Party; provided, that, upon prior written notice to the other Party, either Party may assign the Agreement to an Affiliate of such Party or to a successor of all or substantially all of the assets of such Party through merger, reorganization, consolidation, or acquisition; provided that such Affiliate or successor is not a competitor of the non-assigning Party. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
13.7. This Agreement is for the sole benefit of the Parties hereto 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.
13.8. The headings in the Agreement are for reference only and shall not affect the interpretation of the Agreement.
13.9. The Agreement may be amended, modified, or supplemented only by an amendment in writing signed by each Party hereto. These Terms may be modified by a Statement of Work only if the Parties have expressed a clear intention in the Statement of Work to modify these Terms. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13.10. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify the Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
13.11. The Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to the Agreement or the Services provided hereunder shall be instituted exclusively in the state or federal courts in the State of Delaware, in each case located in the County of New Castle, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
13.12. If any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to the Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing Party.
13.13. Each document that is a constituent part of the Agreement that is to be executed by signatures of the Parties' representatives may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of any such document delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of such document.