Burkonda Inc. (Doing Business As “Plan Forward”) is pleased to provide its client (“Client”), who has executed a Client Services Agreement (“Order Form”), with the tech-enabled services and products as defined below in accordance with the following terms and conditions (“Client Services Terms”). The following Client Services Terms shall be incorporated by reference into the Order Form in their entirety and deemed accepted and agreed to by Client upon signature of the Order Form (together with these Client Services Terms, the “Agreement”).

1. Effective Dates

These Client Services Terms shall be effective from the Start Date to the End Date as set forth in the Order Form (the “Term”).

2. Term

During the Term set forth in the Order Form, Client will be able to access the Services and product platform provided by Plan Forward as defined below (the “Services”) in accordance with the terms and conditions set forth herein. Either party may terminate the Agreement should the other party materially breach the terms and conditions of the Agreement, and such breach goes uncured for a period of thirty (30) or more days after the non-breaching party has notified the breaching party in writing. Except as may otherwise be set forth in the Order Form or these Client Services Terms, Client understands and agrees that the Agreement may not be terminated during the Term.

3. Product and Services

Product and services are available to Client on an annual subscription basis. Plan Forward will perform the Services specified in the Order Form. The parties will negotiate in good faith to agree upon the proposed Deliverables, approach, and timetable for the project, subject to assumptions regarding the availability of information and any third-party participants and materials. Plan Forward will not be responsible for any delay in timelines due to (i) Client’s modification of a project’s goals, scope, or proposed Deliverables; (ii) Client’s delay in providing relevant information, materials, or responses; or (iii) the provision of any third-party materials with respect to the Services.

4. Intellectual Property Rights

Plan Forward acknowledges and agrees that Client owns the deliverables provided to Client as part of the Services performed for Client under the Agreement (the “Deliverables”) except as may otherwise be set forth in this Section. Plan Forward retains a non-exclusive, royalty-free, worldwide license to use, reproduce, and distribute the data or information contained within the Deliverables created or developed by Plan Forward in the service of the Agreement, so long as Plan Forward does not repurpose or use any Confidential Information of Client without appropriate anonymization or deidentification. Client acknowledges and agrees that Plan Forward owns all intellectual property rights in the methodologies, processes, or trade secrets used by Plan Forward to create the Deliverables and Services (“Plan Forward IP”). Plan Forward grants Client a non-exclusive, royalty-free, worldwide, irrevocable, non-transferable license to use, reproduce, and distribute the Plan Forward IP for its internal business purposes solely to the extent and in the form in which it is contained within the Deliverables.

5. Fees and Payment

The fee(s) payable by Client for the Term is set forth in the Order Form (the “Service Fee”). Client agrees to pay Plan Forward the Service Fee net 30 days from receipt of an accurate invoice, except as may otherwise be stated in the Order Form. The Service Fee will be invoiced upon execution of the Order Form or as may otherwise be set forth in accordance with the invoicing schedule set forth in the Order Form. Failure to pay promptly may result in project postponement. Client will be responsible for all costs and expenses incurred by Plan Forward in collecting any fees or other sums owed by Client.

The Order Form and these Client Services Terms constitute the sole ordering documentation for the Client, unless otherwise specified in the Order Form. If the Client requires a Purchase Order (“PO”) for this Agreement, they must include the PO number in the Order Form. For multi-year contracts requiring an annual PO, the Client must issue a new PO at least 30 days before the start of each subsequent contract year. Any pre-printed or additional contract terms included in the PO or any other document provided by the Client will be considered inapplicable and void.

6. Confidentiality

The parties acknowledge and agree that as part of the Agreement, certain Confidential Information of the parties will be exchanged. Each party under the Agreement shall hold the Confidential Information of the other party in strict confidence using at least the same degree of care as the receiving party uses to protect its own Confidential Information.

7. Records and Audits

Plan Forward will maintain comprehensive records of its operations and any arrangements with subcontractors for Additional Services. Upon reasonable prior request, Plan Forward will provide copies of these relevant records to the Client for audit purposes during normal business hours, in accordance with applicable law. Such audits shall not be conducted more than once annually.

8. Affiliates

The Client understands and agrees that the Services provided by Plan Forward are unique to the Client and may not be shared with any affiliate or related party without a separately executed Order Form that includes the terms and conditions of this Agreement between Plan Forward and the respective affiliate.

9. Independent Contractor

The parties intend and understand that Plan Forward is an independent contractor, and no individual from Plan Forward is an employee, independent contractor, or subcontractor of the Client. Plan Forward acknowledges that, with respect to Plan Forward’s employees, independent contractors, and subcontractors (if any) providing services under this Agreement, the Client shall not withhold or pay any federal, state, foreign, or local income taxes, social security, FICA, Medicare, unemployment, retirement, or social insurance, workers compensation insurance, or other taxes or assessments on amounts otherwise payable with respect to statutory employees. As an independent contractor, Plan Forward has the right to use third parties, including, without limitation, its own affiliates, to fulfill its obligations and provide the Services hereunder.

10. Governing Law

Unless otherwise stated in the Order Form, the Agreement, including these Client Services Terms, shall be governed by the laws of Delaware.

11. Confirmation

Each person executing the Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver the Order Form, including these Client Services Terms.

YOUR SIGNATURE OF THE ORDER FORM SIGNIFIES YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF THIS AGREEMENT AND YOUR AGREEMENT THAT YOU AND YOUR ORGANIZATION ARE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THESE CLIENT SERVICES TERMS AND ANY ORDER FORMS INCORPORATED BY REFERENCE.