1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any and all non-public, proprietary, or trade secret information disclosed by STEM Practice, Inc. (“Disclosing Party”) to the undersigned party (“Receiving Party”), whether disclosed orally, in writing, electronically, or by any other means, including but not limited to: technical data, trade secrets, business strategies, product plans, customer lists, financial information, software, designs, specifications, know-how, inventions, and any other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party’s possession without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality.

2. Obligations of the Receiving Party

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose any Confidential Information to any third parties without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the purpose of evaluating or engaging in a business relationship with STEM Practice, Inc.; (d) protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (e) limit access to Confidential Information to those employees, agents, or representatives who have a need to know and who are bound by obligations of confidentiality at least as restrictive as those contained herein.

3. Term and Duration

This Agreement shall remain in effect for a period of three (3) years from the date of execution. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of two (2) additional years, or for as long as the Confidential Information remains a trade secret under applicable law, whichever is longer.

4. Return or Destruction of Confidential Information

Upon the written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, notes, summaries, and extracts thereof, and shall certify in writing that it has done so. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information solely for legal compliance and record-keeping purposes, subject to the continuing obligations of confidentiality.

5. No License or Warranty

Nothing in this Agreement grants the Receiving Party any license, right, or interest in any intellectual property of the Disclosing Party. All Confidential Information is provided “AS IS” without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

6. Remedies

The Receiving Party acknowledges that any unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

7. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas.

8. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, and representations. This Agreement may not be amended or modified except by a written instrument signed by both parties.

1. Services

STEM Practice, Inc. (“Provider”) agrees to provide the customer (“Customer”) with sovereign cloud infrastructure services, including but not limited to: dedicated compute resources, managed storage solutions, network connectivity, security services, and technical support as described in any applicable service order or statement of work executed by the parties (collectively, the “Services”).

The specific scope, service levels, and pricing of Services shall be set forth in one or more service orders that reference this Agreement. Each service order shall be incorporated into and governed by the terms of this Agreement.

2. Customer Obligations

Customer agrees to: (a) provide accurate and complete information as required for the provisioning and delivery of Services; (b) comply with all applicable laws, regulations, and Provider’s acceptable use policies; (c) maintain the security and confidentiality of all account credentials and access keys; (d) promptly notify Provider of any unauthorized access to or use of the Services; and (e) cooperate with Provider in the resolution of any technical issues or security incidents.

Customer is solely responsible for all data, content, and applications stored on or transmitted through the Services (“Customer Data”). Provider shall not access Customer Data except as necessary to provide the Services or as required by law.

3. Service Level Commitments

Provider shall use commercially reasonable efforts to maintain the availability and performance of the Services in accordance with the service level objectives set forth in the applicable service order. In the event that Provider fails to meet any service level commitment, Customer’s sole and exclusive remedy shall be the applicable service credits as described in the service order.

Provider shall provide Customer with reasonable advance notice of any planned maintenance that may affect the availability of the Services. Emergency maintenance may be performed without advance notice when necessary to address security vulnerabilities or system stability issues.

4. Data Protection and Security

Provider shall implement and maintain appropriate administrative, physical, and technical safeguards to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Such safeguards shall be commensurate with industry standards and applicable regulatory requirements, including but not limited to SOC 2 Type II controls.

Provider shall promptly notify Customer of any security incident that affects Customer Data, and shall cooperate with Customer in the investigation and remediation of any such incident. Provider shall not transfer Customer Data outside the geographic boundaries specified in the applicable service order without Customer’s prior written consent.

5. Fees and Payment

Customer agrees to pay all fees specified in the applicable service order in accordance with the payment terms set forth therein. Unless otherwise specified, all fees are due within thirty (30) days of the date of invoice. Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

Provider reserves the right to suspend the Services upon thirty (30) days’ written notice if Customer fails to cure any payment default within such notice period. All fees are non-refundable unless expressly stated otherwise in the applicable service order.

6. Term and Termination

This Agreement shall commence on the date of Customer’s electronic acceptance and shall continue for the initial term specified in the applicable service order, unless earlier terminated as provided herein. Following the initial term, the Agreement shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach that remains uncured for thirty (30) days after written notice; or (b) becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Intellectual Property

Each party retains all right, title, and interest in and to its pre-existing intellectual property. Provider retains all rights in the Services, including any improvements, modifications, or derivative works thereof. Customer retains all rights in Customer Data.

Nothing in this Agreement shall be construed as transferring or assigning any intellectual property rights from one party to the other, except for the limited license rights expressly granted herein.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles. Any disputes arising under this Agreement shall first be submitted to good faith negotiation between senior executives of each party. If the dispute is not resolved within thirty (30) days, either party may pursue resolution through binding arbitration administered by JAMS in Austin, Texas, or through the state and federal courts located in Travis County, Texas.

10. General Provisions

This Agreement, together with all service orders and attachments, constitutes the entire agreement between the parties regarding the subject matter hereof. This Agreement may not be amended except by a written instrument signed by authorized representatives of both parties. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of its assets. Notices under this Agreement shall be in writing and sent to the addresses specified by each party.