OUTSYSTEMS CONSULTANCY SERVICES AGREEMENT

Updated: Wednesday, November 15, 2023

This OutSystems Consultancy Services Agreement (this “Agreement”) is entered into as of the date of the last signature below (“Effective Date”) by and between “OutSystems” and “Services Provider” and it is applicable to their Affiliates and subsidiaries (each a “Party”, together the “Parties”), both better identified in the signatures section below.

Whereas:

A. OutSystems is an information technology company providing software products and services associated with its proprietary software, the OutSystems Platform.

B. Services Provider desires to provide services to OutSystems pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1. DEFINITIONS

“Affiliate” means an entity that controls, is controlled by or shares common control with OutSystems or Service Provider, where such control arises from either (a) a direct or indirect ownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock, by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%.

“Confidential Information” refers to non-public information that either Party may obtain from the other or have access to by virtue of this Agreement, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms under this Agreement, Personal Data, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.

“Customer” means the company, or other legal entity, that purchases a license to use OutSystems Software for its own internal purposes, and not for use by or on behalf of others, and all of its employees, advisors, or agents that have been assigned a unique username-password combination to access and use OutSystems Software on Customer’s behalf.

“Documentation” means the online user guides, and help and training manuals, set forth at https://success.outsystems.com/Documentation.

“Intellectual Property” means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence at the date hereof or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”.

“Fees” means the amounts to be paid for the Services as detailed in the applicable Purchase Order.

“Marketing Materials” means the materials, information, and other documentation that, at OutSystems’ discretion, may be provided to Services Provider by OutSystems for display and distribution to Customers.

“OutSystems Materials” means the visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, documentation and all other elements provided by OutSystems, including, without limitation, the Marketing Materials.

“Personal Data” has the meaning as described in the applicable data protection laws and shall include, without limitation, any data or information (regardless of the medium in which it is contained and whether alone or in combination) that relates to an identified or identifiable natural person.

“Pre-existing Intellectual Property” means: (a) Intellectual Property in existence as of the Effective Date of this Agreement, and (b) Intellectual Property that a party creates or develops outside the scope of the Services under this Agreement and without the use of the other party’s Confidential Information.

“Services” means the consultancy services that Services Provider provides to OutSystems.

“Services Provider” means a third party that will provide consulting to OutSystems and agrees to the terms of this Agreement as a Services Provider.

“Services Provider Materials” means all the tools, utilities, technology, processes, inventions, devices, methodologies, specifications, techniques, designs, discoveries, computer programs, improvements, developments, drawings, notes, documents, information and materials developed by Services Provider in connection with the Services.

“Software” means the OutSystems software product described in the Evaluation Guide at https://www.outsystems.com/evaluation-guide/, the Cloud hosting platform used by OutSystems to provide the Software as a platform as a service, all updates to the Software provided as part of Support and Updates, and the Documentation.

“Purchase Order” or “PO” means the document separately executed by the Parties that references this Agreement and foresees the consultancy Services to be performed by the Service Provider, including any associated Fees.

“Work Product” means all inventions, improvements, modifications, enhancements, derivatives, processes, methodologies, formulas, designs, drawings, data, information, and works of authorship in which any Intellectual Property Right exist or may be acquired or asserted, and which are developed, discovered, invented, authored, or first reduced to practice in accordance with and as expressly enumerated or defined in a separate Purchase Order; provided, however, that Work Product shall not include Pre-Existing Intellectual Property.

2. SERVICES

2.1Object Matter. Services Provider shall provide OutSystems with Services during the Term of its engagement as further described in the Purchase Order which will be signed between the Parties separately to this Agreement. In the event of a specific conflict between the Purchase Order and a provision of this Agreement, the Purchase Order shall prevail.

2.2Eligible Purchasers. In the event OutSystems or an Affiliate of OutSystems (each an “OutSystems Entity”) desires to purchase under this Agreement, they may do so by issuance of a Purchase Order hereunder. The OutSystems Entity issuing a Purchase Order will be solely responsible for its obligations under a Purchase Order.

2.3Changes to the Services by OutSystems. OutSystems may at any time make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements or make any changes to the Services which do not materially affect the nature or quality of the Services. These changes must be notified to the Services Provider within a reasonable time.

2.4Access to facilities. Services may be performed at OutSystems facilities. OutSystems shall ensure that Services Provider and its consultants have sufficient access to any of the premises where the Services will take place, information, data or personnel and use of any equipment that is reasonably necessary for the completion of the Services.

3. SERVICES PROVIDER OBLIGATIONS

3.1Performance Standard. The Services Provider undertakes to perform the Services with the highest standards of professional and ethical competence and integrity. Services Provider shall perform the Services conscientiously and shall devote its best efforts and abilities thereto, at such time during the term thereof and in such manner as OutSystems and the Services Provider shall mutually agree.

3.2Personnel. Services Provider shall provide personnel (collectively, "Consultant(s)") who shall be qualified to perform the Services pursuant to the standards set forth in this Agreement. Consultant(s) shall be identified in the applicable Purchase Order and must be previously approved by OutSystems. Personnel provided to OutSystems will be an employee(s) of Service Provider. Service Provider ensures its compliance with all legislation and regulations regarding labor (including health and safety, security and environment legislation and regulations) and social security, as applicable.

3.3Project Manager. The Services Provider shall appoint a project manager for each Purchase Order assigned to Services Provider. The project manager shall be responsible for the coordination of Services provided under this Agreement.

3.4Health, Security, Safety and Environment. Services Provider shall ensure that the Services Provider, its staff and premises comply with all relevant legislation and regulations relating to health, security, safety and environment matters and shall ensure that Consultant(s) are provided with a safe working environment at Services Provider’s facilities.

3.5Insurance. During the performance of the Services, in the event Services Provider is producing software code or deliverables which are intended for use in OutSystems products or by OutSystems Customers, Services Provider shall maintain, in full force and effect during the Term, with reputable insurance carriers and for a period of not less than one year after the Term, or its earlier termination, the following insurance coverage: (i) commercial general liability insurance coverage in an amount not less than One Million Euros (€1,000,000) per occurrence and in the aggregate; and (ii) professional liability coverage (E&O coverage) in an amount not less than One Million Euros (€1,000,000) per occurrence and in the aggregate. Furthermore, in the event Services Provider has access to Personal Data of OutSystems Customers through the execution of this Agreement cyber insurance coverage, covering loss of confidential data, with a limit of no less than One Million Euros (€1,000,000) per occurrence and in the aggregate as well as any other insurance that might be required by applicable legislation or according with OutSystems specific requirements. Such insurance policies shall not be materially changed, reduced or canceled unless and until thirty days prior written notice thereof is given to OutSystems. Upon request from OutSystems, Service Provider shall furnish OutSystems with certificates of insurance as well as copy of the applicable insurance policies and applicable premium payment confirmation.

3.6Provision of Reports. During the Term of this Agreement and when requested by OutSystems, Services Provider will keep OutSystems informed as to Services Provider’s progress in performing the Services under this Agreement. Services Provider further agrees that it will, as reasonably requested by OutSystems, prepare written reports with respect to such progress. The Parties agree that the time required to prepare such written reports will be considered time devoted to the performance of the Services. Reports prepared by Services Provider are deemed to be Confidential Information subject to non-disclosure and shall be sole property of OutSystems, although Services Provider shall have the right to keep copies of such reports as part of its document retention and risk policy.

3.7Use of Privileged Information. During this Agreement and for a period of five years following its termination, Services Provider shall not use information about OutSystems’ Customers, information from OutSystems software tools and OutSystems developers’ contributions (collectively “Privileged Information”) for Services Provider benefit or for the benefit of any third party.

3.8Compliance with Laws. Services Provider agrees that in connection with the provision of the Services the Services Provider will comply with all applicable laws and regulations, including without limitation all applicable anti-corruption laws, anti-money laundering laws, antitrust laws, economic sanctions laws, export control laws, data protection and data privacy laws, and modern slavery and human trafficking laws and that OutSystems shall have the right to terminate this Agreement, without notice and without liability, for any perceived or actual breach of this clause.

3.9Export and Sanctions Laws. Services Provider will comply with all applicable export control and trade sanctions laws and regulations and trade sanctions laws, rules and regulations, including without limitation the regulations promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, "Export Laws"). Services Provider represents and warrants that Services Provider is not (i) located or resident in a country or territory that is subject to comprehensive U.S. trade sanctions or other significant trade restrictions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea region, Donetsk People’s Republic region, and Luhansk People’s Republic region of Ukraine) (collectively, the “Sanctioned Countries”); or (ii) identified on any U.S. government restricted party lists (including without limitation the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC, and the Denied Party List, Entity List and Unverified List, administered by BIS) (collectively, the “Restricted Party Lists”). Services Provider further certifies that Services Provider will not, directly or indirectly, export, re-export, transfer or otherwise use the Software (nor any direct product thereof) and/or the Services in violation of the Export Laws, or with any purpose prohibited by the same Export Laws, in any Sanctioned Country, to any person or entity on a Restricted Party List, or for any nuclear, chemical, missile or biological weapons related end uses. Services Provider acknowledges that the Software and/or Services, or any feature or part thereof, may not be available for use in all jurisdictions and that Services Provider is responsible for complying with applicable Export Laws wherever Services Provider uses the Software and/or provides Services. Notwithstanding Section 5.2 (“Termination for Cause”) above, OutSystems shall have the right to terminate this Agreement, without notice and without liability, for any perceived or actual breach of this clause.

3.10OutSystems Policies. The Services Provider will perform its obligations hereunder in compliance with applicable OutSystems rules, policies and regulations, now in effect or hereafter amended or established by OutSystems from time to time, including OutSystems Vendor Conduct Guidelines available at https://www.outsystems.com/legal/vendor-conduct-guidelines/ (“Policies”). The Services Provider will require its employees, agents, or Consultant(s) performing services directly in connection with this Agreement to comply with such Policies and will be responsible for any violation of such Policies by its employees, agents or consultants. OutSystems shall have the right to terminate this Agreement, without notice and without liability, for any perceived or actual breach of this clause.

4. FEES AND PAYMENT TERMS

4.1Fees. OutSystems will pay to Services Provider the Fees set forth in the applicable Purchase Order. Fees listed are exclusive of all applicable sales taxes, value-added tax, duties, or any similar Fees deemed applicable under the local law of the Services Provider. OutSystems will not pay any VAT, sales taxes or GST deemed applicable that is not clearly stated on the invoice provided by the Services Provider. Services Provider will be responsible for, and will promptly pay, all taxes and duties of any kind (including, but not limited to, excise, sales, use, value-added and withholding taxes) associated with this Agreement, except for taxes based on OutSystems’ net income. If OutSystems is required to collect, withhold or pay on Services Provider’s behalf, any taxes or duties for which Services Provider is responsible, Services Provider will pay or reimburse OutSystems, as the case may be, for all such amounts. If Services Provider pays any withholding taxes based on the payments made by Services Provider to OutSystems hereunder, the Parties agree to cooperate and provide each other with written documentation of all such tax payments, including receipts and other customary documentation, to mitigate or eliminate withholding taxes under applicable treaty, and/or respective domestic laws.

4.2Payment. All Fees herein are payable to Services Provider, and due within 30 days after the receipt of each undisputed invoice. Services Provider will receive no royalty or other remuneration on the production or distribution of any products (may include services) developed by OutSystems or by Services Provider in connection with or based on the Services provided.

4.3Expenses. In addition to any and all Fees in the applicable Purchase Order, OutSystems will reimburse the Services Provider for all reasonable pre-approved costs and expenses related to the provision of the Services, incurred by the Services Provider in connection with the performance of the Services. Expenses shall be invoiced by the Services Provider and paid by OutSystems in accordance with OutSystems internal policies which may be amended from time to time at OutSystems sole discretion.

5. INTELLECTUAL PROPERTY RIGHTS, OWNERSHIP AND TITLE

5.1OutSystems Intellectual Property. OutSystems’ Intellectual Property includes all the Intellectual Property Rights in the OutSystems Software, the OutSystems Materials, the Services Provider Materials, OutSystems’ trademarks and copyrights, and all derivative works thereto, now or in the future, and any other materials or data provided by OutSystems to Services Provider or Customers, such as training materials, documentation, and information about any Customer. OutSystems’ Intellectual Property and any other materials provided to Services Provider by OutSystems and all the Intellectual Property Rights therein are and will remain the sole and exclusive property of OutSystems. No license rights to OutSystems’ Intellectual Property or other materials are granted to Services Provider unless specifically provided herein and to the sole extent necessary for the performance of the Services.

5.2OutSystems Ownership of Services Provider Materials. Subject to a OutSystems’ rights in the Work Product as identified in the applicable Purchase Order and subject to Services Provider’s rights in the Services Provider’s Pre-Existing Intellectual Property, OutSystems will own all rights, title and interest in and to any Services Provider Materials, including all worldwide Intellectual Property Rights therein. OutSystems will have the sole right to determine the treatment of any Services Provider Materials, including the right to keep them as trade secrets, to file and execute patent applications on them, to use and disclose them without prior patent application, to file registrations for copyright or trademark on them in its own name, or to follow any other procedure that OutSystems deems appropriate. Services Provider will not have any rights in the Services Provider Materials, except as expressly agreed to in writing by OutSystems and Services Provider. Services Provider agrees: (i) to disclose promptly in writing to OutSystems all such Services Provider Materials; (ii) at OutSystems’ request and expense, to cooperate with and assist OutSystems to acquire and perfect its ownership rights in the Services Provider Materials which may include applying for, and executing any applications and/or assignments reasonably necessary to obtain, any patent, copyright, trademark or other statutory protection for Services Provider Materials in OutSystems’ name, as OutSystems deems appropriate; and (iii) to otherwise treat all Services Provider Materials as Confidential Information of OutSystems. These obligations to disclose, assist, execute and keep confidential will survive any expiration or termination of this Agreement. To the maximum extent permitted by the applicable laws, Services Provider hereby irrevocably transfers and assigns to OutSystems any and all rights, title, and interest in and to all Intellectual Property Rights that Services Provider may have in any Services Provider Materials created while performing Services on behalf of OutSystems. Services Provider also hereby forever waives and agrees never to assert against OutSystems, its successors or licensees, any and all rights, title, or interest Services Provider may have in any Services Provider Materials, Services or OutSystems Materials, even after expiration or termination of this Agreement.

5.3Ownership of Pre-Existing Materials. If in the course of performing Services, Services Provider incorporates any of Services Provider’s Pre-Existing Intellectual Property into the Work Product or Services Provider Materials: (i) Services Provider will inform OutSystems, in writing before incorporating such Pre-Existing Intellectual Property and (ii) Services Provider hereby grants OutSystems, under all of Services Provider’s rights therein, a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, perform, display, modify, prepare derivative works of, make, have made, sell and export such Pre-Existing Intellectual Property as part of or in connection with the Work Product or Services, as applicable. Services Provider will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party, including open-source components, without OutSystems prior written permission.

5.4Pre-Existing Intellectual Property. Except as expressly set forth herein, both Parties understand and agree that no license, right, title or interest in any of the other Party’s Pre-Existing Intellectual Property or Intellectual Property is granted hereunder and neither Party will gain by virtue of this Agreement any rights of ownership in any Intellectual Property or Pre-Existing Intellectual Property owned by the other Party. Except as defined in this Section 5, neither Party shall make, have made, sell, offer to sell, use, disclose, reproduce, distribute, perform, display, modify, copy or create derivative works of any of the other Party’s Pre-Existing Intellectual Property or Intellectual Property in any form or forum without the other Party’s prior written consent. Both Parties reserve all rights to their respective Pre-Existing Intellectual Property and Intellectual Property not expressly granted in this Agreement.

6. CONFIDENTIAL INFORMATION AND PERSONAL DATA

6.1Use and Disclosure of Confidential Information. Except as otherwise permitted in writing by OutSystems, Services Provider shall: (i) hold in confidence and not use for any purposes unrelated to this Agreement or disclose to any third party any Confidential Information of OutSystems; (ii) protect the Confidential Information by using the same degree of care that it uses to protect the confidentiality of its own Confidential Information (but in no event less than reasonable care); and (iii) ensure that the Confidential Information is not disclosed or distributed by its employees, contractors, or agents in violation of the terms of this Agreement.

6.2Compelled Disclosure. Services Provider may disclose Confidential Information of OutSystems: (i) in response to a valid order by a court or other governmental or regulatory body; (ii) as otherwise required by law; or (iii) as necessary to establish the rights of OutSystems under this Agreement. Service Provider will promptly give notice to OutSystems of such compelled disclosure and allow OutSystems to object or to seek a protective order, to the extent permitted by the applicable law.

6.3Non-Confidential Information. Confidential Information shall not include any information that: (i) is or becomes a part of the public domain through no act or omission of the Services Provider; (ii) was in the Services Provider’s lawful possession without restriction prior to the disclosure and had not been obtained by the Services Provider either directly or indirectly from OutSystems; (iii) is lawfully disclosed to the Services Provider by a third party without restriction on the disclosure; or (iv) is independently developed by the Services Provider without access to the Confidential Information.

6.4Destruction or Return. Except as otherwise authorized or required in furtherance of the purposes of this Agreement, promptly upon a request by OutSystems, the Services Provider will destroy (and so certify it in writing) or return to OutSystems all Confidential Information and all documents or media containing any such Confidential Information and all copies or extracts thereof, provided that the Services Provider shall be permitted to retain copies of any computer records and files containing any Confidential Information which have been created pursuant to automatic archiving and back-up procedures, or retain a back-up copy of such Confidential Information as required by law, rule, regulation or internal compliance policies, in which cases such Confidential Information shall continue to be subject to confidentiality obligations even after termination of this Agreement.

6.5Personal Data. In the event Services Provider has access to Personal Data through the execution of this Agreement, namely Personal Data related to an OutSystems’ Customer in relation to which OutSystems is considered as a processor, it shall act as OutSystems’ data sub-processor for the processing thereof. Services Provider shall process any Personal Data at all times in full compliance with the applicable data protection laws. The Parties hereby agree that such processing shall be carried out in accordance with the data processing agreement as defined at Exhibit 1 - http://outsystems.com/legal/csa-exhibit-1 - incorporated herein by reference and which the parties hereto agree to be binding upon them and that, within its scope, shall prevail over the Agreement. Alternatively, in the event Services Provider has access to Personal Data through the execution of this Agreement, namely in relation to which OutSystems is considered as a controller, it shall act as OutSystems’ data processor for the processing thereof. Services Provider shall process any Personal Data at all times in full compliance with the applicable data protection laws. If and to the extent that Services Provider processes Personal Data of European Economic Area (“EEA”) individuals, the Parties hereby agree that such processing shall be carried out in accordance with the data processing agreement as defined at Exhibit 2 - https://www.outsystems.com/legal/po-terms-and-conditions/services-provider-data-processing-agreement/ - incorporated herein by reference and which the parties hereto agree to be binding upon them and that, within its scope, shall prevail over the Agreement. In addition and in both cases, the Services Provider is deemed a data controller in relation to the processing of Personal Data regarding its employees, contractors, personnel, business associates or others. In this case, the Services Provider warrants and guarantees full compliance with the applicable laws and that any Personal Data transferred or given access to OutSystems in connection with the services was legally obtained, namely that the Services Provider has obtained the legitimate and legal consent (where applicable) to such transfer from the relevant data subject and that OutSystems is dully authorized to access, process and share such Personal Data with OutSystems and with third parties for the good and regular performance of the Services. Finally, should the Services Provider qualify as a Temporary Employment Agency, each party shall be considered an independent controller of any data it shall process pursuant to the execution of this agreement. In this context, both Parties agree to, at all times, process any Personal Data they might have access to in the context of the execution of this Agreement, in full compliance with the applicable data protection laws (in particular, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data) and any other laws that my apply, in each case. As data controllers, each of the Parties shall take appropriate technical and organizational measures to ensure an adequate level of data protection for the processing, integrity, confidentiality, and security of the Personal Data they might each process for their own purposes and through their own means, within the scope of this Agreement. The Parties shall cooperate in order to enable one another to fulfill legal obligations arising under applicable data protection laws within the scope of this Agreement.

7. TERM AND TERMINATION

7.1Term of Agreement and Purchase Orders. Unless earlier terminated pursuant to Sections 3.8 (“Compliance with Laws”), 3.10 (“OutSystems Policies”), 7.2 (“Termination for Convenience”) or 7.3 (“Termination for Cause”), this Agreement commences on the Effective Date and continues in force until all Purchase Order(s) executed in accordance with this Agreement have expired or been terminated. The commencement and termination dates for the Purchase Order(s) will be as provided in each applicable Purchase Order.

7.2Termination for Convenience. OutSystems may terminate this Agreement and/or any ongoing Services, at any time, for any reason, with 30 days prior written notice to Services Provider.

7.3Termination for Cause. Either Party will have the right to terminate this Agreement immediately upon written notice at any time if the other Party is in material breach of any warranty, material term, or covenant of this Agreement and fails to cure that breach within 30 days after written notice of that breach.

7.4Effect of Termination. Upon any termination of the Agreement: (i) all appointments and POs will automatically cease; (ii) Services Provider will immediately stop all Services; and (iii) Services Provider will promptly cease all access to and return to OutSystems all copies of the related documentation, and all Marketing Materials, if applicable, and Confidential Information of OutSystems within its possession or control. Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration. OutSystems is not liable for any damages incurred by Services Provider or any third parties as a result of the termination of this Agreement and/or Purchase Order(s) in conformity with this Section 7.

8. WARRANTY; DISCLAIMERS; INDEMNIFICATION

8.1Mutual Warranties. Each Party warrants that (i) it has the necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to grant the rights herein granted; (ii) it will conduct business in a manner that reflects favorably on the other Party and its products and/or services; and (iii) it will comply with all applicable laws and regulations in the exercise of its rights and obligations under this Agreement.

8.2Services Provider Warranties and Covenants. Services Provider further represents and warrants and covenants that: (i) Services Provider shall perform the Services in a professional and workmanlike manner, and otherwise consistent with applicable industry standards and best practices; (ii) it will make no representations, warranties or guarantees with respect to the specifications, features or capabilities of the OutSystems Service that is inconsistent with the OutSystems’ published documentation; (iii) the Services or any Services Provider Pre-Existing Intellectual Property or Services Provider Materials provided hereunder will not infringe the Intellectual Property Rights of any third party; and (iv) the Services will not contain any virus, trap door, worm, or any other device that is injurious or damaging to the OutSystems Service and/or a Customer’s software and hardware. Services Provider further represents and warrants that Services Provider is not under any pre-existing obligation inconsistent with the provisions of this Agreement.

8.3DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS REGARDING THE OUTSYSTEMS MATERIALS AND SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

8.4Indemnification. Services Provider agrees to indemnify and hold harmless OutSystems and each of its equity holders, managers, directors, officers, employees, subcontractors and agents from and against any losses, claims, damages, expenses and liabilities or actions in respect thereof, and to reimburse OutSystems for all such Losses as they may be incurred, arising out of or related to the Services provided or to be provided by Services Provider in connection with this Agreement.

9. LIMITATION OF LIABILITY

9.1MUTUAL EXCLUSION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL OR MARKET CAPITALIZATION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE OUTSYSTEMS MATERIALS OR OUT OF ANY OUTSYSTEMS SERVICES PROVIDED BY OUTSYSTEMS HEREUNDER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT OUTSYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

9.2TOTAL AGGREGATE LIABILITY. IN NO EVENT WILL OUTSYSTEMS’ TOTAL LIABILITY TO SERVICES PROVIDER UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE FEES PAID BY OUTSYSTEMS TO SERVICES PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM IS FIRST MADE.

9.3Force Majeure. No Party shall be liable for, or considered to be in breach of this Agreement on account of, any failure or delay in performance of any of its obligations under this Agreement if such failure or delay is due to acts of God, fires, flood, storm, explosions, earthquakes, acts of war or terrorism, riots, insurrection, pandemic, intervention of any government or authority or any other reason where the failure to perform is beyond the reasonable control of and not caused by the negligence or intentional acts or omissions of the non-performing Party.

9.4Failure of Essential Purpose. The Parties have agreed that the limitations specified in this Section 9 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. The Parties further acknowledge and agree that OutSystems has entered into this Agreement in reliance upon the limitations of liability specified herein, which allocate the risk between OutSystems and Services Provider and form a basis of the bargain between the Parties.

10. GENERAL PROVISIONS

10.1Entire Agreement. This Agreement, including all Purchase Orders(s), addendums and exhibits, if any, constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to, supplement or modification of, this Agreement will be binding unless in writing and signed by duly authorized representatives of both Parties, except that OutSystems reserves the right at any time to update any terms and conditions referenced in this Agreement by means of a hyperlink, to reasonably reflect the forward evolution of its operating processes to remain in line with industry standards and improvements to the Software. None of these updates will materially diminish the rights and obligations of Services Provider under this Agreement or any hyperlinked document. The Services Provider acknowledges and agrees that it has had the opportunity to review all the documents contained in a URL prior to executing this Agreement, which it can print for its internal records. In the case of conflicts, discrepancies, errors or omissions among the Agreement, any addenda and the PO, the documents and amendments to them shall take precedence and govern in the following order: (a) Purchase Order; (b) addendum (if any); and (c) this Agreement.

10.2Headings. The caption and the headings to clauses, sections, parts, and paragraphs are inserted for convenience only and shall be ignored in interpreting this Agreement.

10.3Non-Solicitation. Services Provider will not, whether for Services Provider’s own account or for the account of any other person, firm, corporation, or other business organization, intentionally interfere with any person who either is or during the period of Services Provider’s engagement by OutSystems was a partner, supplier, customer, client or employee of OutSystems or its Affiliates. In what concerns employees, the Parties agree that the restrictions set forth in the immediately preceding sentences shall not apply to any general solicitation directed to the general public.

10.4Contracting OutSystems Company, Governing Law and Jurisdiction. The webpage available at www.outsystems.com/legal/governing-law-jurisdiction sets forth, based on where Services Provider is domiciled: (a) the OutSystems entity with which Services Provider is contracting under this Agreement and to which Services Provider should direct notices pursuant to Section 10.5 (“Notices”) of this Agreement; (b) the governing law applicable to this Agreement, including any lawsuit or disputes arising out of or in connection with it, without giving effect to any choice or conflict of law provision or rule; and (c) which courts can adjudicate any such lawsuit. The Parties agree that neither the Uniform Computer Information Transaction Act nor the United Nations Convention for the International Sale of Goods will apply to this Agreement.

10.5Notices. Any notice, consent, approval, or other communication intended to have legal effect to be given under this Agreement (“Notices”) must be in writing and will be delivered (as elected by the Party giving such notice): (i) by email to legal@outsystems.com, or to the email address provided by Services Provider; (ii) by registered mail; or (iii) by overnight courier with proof of signature upon delivery. Unless otherwise provided in this Agreement, all Notices will be deemed effective on the date of receipt (or if delivery is refused, the date of such refusal) if delivered by registered mail and at 9.00 am of the next business day after the date of the transmission by email. Notices under this Agreement will be sent to the contact and addresses set forth in the signature section of this Agreement and/or in the applicable Purchase Order. Either Party may change the address to which Notices shall be sent by giving Notice to the other Party in the manner provided in this Section 10.5 Notices shall be written in the English language.

10.6Relationship of Parties. The Parties are independent contractors, and not agents, employees or joint ventures of one another, and do not have any authority to bind the other Party, by contract or otherwise, to any obligation. Neither Party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.

10.7Assignment. This Agreement is not assignable or transferable by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld. Any attempt by either Party to assign or transfer this Agreement without such consent shall be void. Notwithstanding, OutSystems can freely assign or transfer this Agreement to any company that is a part of the OutSystems group of companies or as a result of a merger or a sale of all or a substantial part of its share capital. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or the relevant provisions, as well as the existing Purchase Order(s) shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the Parties hereto.

10.8Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect, expect to the extent such invalid provision relates to essential aspects of the Agreement. The parties agree that such provision or portion thereof shall be substituted by a provision with an equivalent legal and economic effect.

10.9Waiver of Rights. The failure of either Party to enforce any of the provisions of this Agreement, or the failure to require performance by the other Party of any of the provisions of this Agreement, shall not be construed to be a present or future waiver of such provisions, nor affect the validity of either Party’s right to enforce such provision in future.

10.10Survival. Clauses and/or Sections 3.7 (“Use of Privileged Information”), 5 (“Intellectual Property Rights, Ownership and Title”), 6 (“Confidential Information and Personal Data"), 7.4 (“Effect of Termination”), 8.3 (“Disclaimer”), 8.4 (“Indemnification”), 9 (“Limitation of Liability”), and 10 (“General Provisions”) of this Agreement shall survive termination, without prejudice to other obligations that, pursuant to the applicable law or to this Agreement, shall also remain in force after termination date.

10.11Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement, notwithstanding the fact that all Parties are not signatories to the original or the same counterpart. The Parties agree that this Agreement may be delivered by electronic signature (e.g. DocuSign, in portable data format – PDF – or in any other digital mean of identifying that party’s identity and approval of the counterpart) by any or both Parties in which case all Parties agree to rely on the receipt of such document so executed and delivered by electronic means as if the original had been received. The Parties warrant and represent that such electronic signature is valid and legally binding in jurisdictions they may respectively be subject to, and they waive any potential right or claim against the validity of this Agreement on the basis of its electronic signature.

THE UNDERSIGNED REPRESENT AND WARRANT THAT THEY HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE PERSON, ENTITY OR CORPORATION LISTED ABOVE THEIR NAME.