1.1. Statement of Work. From time to time, Client and Everest may execute statements of works that describe the services to be performed by Everest (each, a “Statement of Work”). Each Statement of Work will expressly refer to these Terms, will form a part of these Terms, and will be subject to the terms and conditions contained herein. No Statement of Work will be effective unless and until duly executed between the parties.

1.2. Performance of Services. Everest will use commercially reasonable efforts to perform the services specified in each Statement of Work (the “Services”) in accordance with the terms and conditions of these Terms and of each Statement of Work.

1.3. Client Affiliates. From time to time, one or more entities controlled by, under common control with, or controlling Client (“Client Affiliates”) may receive Services from Everest by executing a mutually agreed upon Statement of Work with Everest Assistant. If a Client Affiliate and Everest execute a Statement of Work as previously described, such Client Affiliate will be deemed the “Client” under these Terms for purposes of such Statement of Work.

1.4. Changes to Statement of Work. Client may submit to Everest written requests to change the scope of Services described in an Statement of Work (each such request, a “Change Order Request”). Everest may, at its discretion, consider such Change Order Requests, but Everest has no obligation to do so. If Everest elects to consider such a Change Order Request, then Everest will promptly notify Client if it believes that the Change Order Request requires an adjustment to the fees or to the schedule for the performance of the Services. In any such event, the parties will negotiate in good faith a reasonable and equitable adjustment to the fees and/or schedule, as applicable. Everest will continue to perform Services pursuant to the existing Statement of Work and will have no obligation to perform any Change Order Request unless and until the parties have agreed in writing to such an equitable adjustment.

1.5. Client Responsibilities. Client will (i) fully cooperate with Everest as reasonably requested by Everest or required to enable Everest to perform the Services; (ii) make available to Everest any systems, and provide to Everest all data, information, and any other materials required by Everest to perform the Services, including, but not limited to, those identified in the Statement of Work (collectively, “Client Materials”); and (iii) perform Client’s duties and tasks under the Statement of Work, and such other duties and tasks as may be reasonably required to permit Everest to perform the Services, all through qualified personnel who are capable of performing Client’s duties and tasks under the Statement of Work. Client will be responsible for ensuring that all such Client Materials are accurate and complete. Everest will not be liable or responsible for any delay or failure to perform under these Terms arising from Client’s breach of this Section 1.5 (including a failure or delay in providing any Client Materials).

1.6. Relationship of the Parties. Everest is performing the Services as an independent contractor, is not an employee, agent, joint venturer or partner of Client, and has no authority to bind Client by contract or otherwise. Everest acknowledges and agrees that its personnel are not eligible for or entitled to receive any compensation, benefits or other incidents of employment that Client makes available to its employees. Everest is solely responsible for all taxes, expenses, withholdings, and other similar statutory obligations arising out of the relationship between Everest and its personnel and the performance of the Services by such personnel.

2.1. Payment. Client will pay Everest the non-refundable fees set forth in each Statement of Work in accordance with the terms therein (Fees or “Service Fees”) and without offset or deduction. Timely payment of all amounts due is a condition precedent to Client’s rights and Everest Assistant’s obligations under these Terms. Everest reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days’ prior notice to Client (which may be sent by email). If Client fails to make any payment when due, late charges will accrue at the highest rate permitted by applicable law and Everest may suspend Services until all payments are made in full. Client will reimburse Company for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.

2.2. Taxes. All fees, expenses and other amounts payable to Everest hereunder do not include any sales, use, value added or other applicable taxes, tariffs or duties, payment of which will be the sole responsibility of Client.

3.1. Everest IP. As between the parties, Everest will solely own and reserves all rights in and to, any and all software programs or tools, utilities, technology, inventions, devices, specifications, documentation, ideas, concepts, know-how, processes, methodologies, techniques, data, information, and materials of any kind owned, licensed, acquired, or used by Everest, in whole or in part, prior to or after the Effective Date, in connection with the Services and these Terms, prior to and after the Effective

3.2 Work Product. Subject to Client’s payment of all Fees set forth in the Statement of Work, Everest hereby grants Client a non-exclusive, non-transferable, sub licensable, perpetual license to use, reproduce and modify any Work Product for its internal business purposes. As used herein, “Work Product” means all materials made specifically for Client by Everest in connection with Client’s receipt of Services from Everest pursuant to a Statement of Work hereunder, as specifically identified on a Statement of Work. To the extent any Everest IP is required for Client’s use of the Work Product as contemplated hereunder, Everest hereby grants to Client a limited, non-exclusive, royalty-free, non-sublicensable and non-transferable license to use such Everest IP solely to the extent necessary to enable Client to use the Everest Work Product as contemplated by these Terms.

4.1. .Confidential Information. means any information or materials disclosed by or on behalf of a party to the other party (i) that is marked “confidential” or “proprietary” or with a similar designation at the time of such disclosure; or (ii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary, and in any case expressly includes any business or technical information of Client or Everest, including, without limitation, any information relating to Client’s or Everest’s product plans; hiring, recruitment, and candidate search strategies; client, customer, and candidate lists; designs, costs, services pricing; finances; marketing plans; business opportunities; personnel; research, development, and know-how. Everest IP (including without limitation the methods, strategies, procedures, and processes used by Everest to provide the Services to Client as set forth herein) and the specific terms and conditions of these Terms will be deemed Everest’s Confidential Information.

4.2. Restrictions. Each party will not use the other party’s Confidential Information except as necessary for the performance of these Terms and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors that need to know such Confidential Information for the purpose of performing these Terms, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all of the other party’s Confidential Information, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest the order or requirement. In addition, each party may disclose the terms and conditions of these Terms: (i) as required under applicable securities regulations; (ii) on a confidential basis to its legal or financial advisors; and (iii) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party. The rights and obligations under this Section 5 will survive for a period of five (5) years following the termination of these Terms, provided that such period will be perpetual for any Confidential Information deemed a trade secret by Everest.

4.3. Exclusions. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of these Terms by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure. Nothing in these Terms will prevent Everest from using information that is of a general nature and unintentionally retained in the memory of its personnel.

4.4. Return of Confidential Information. Upon the termination or expiration of these Terms for any reason, or earlier upon the disclosing party’s written request, the receiving party will promptly return to the disclosing party or, at the disclosing party’s option, destroy (with proof of such destruction), all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information.

4.5. Equitable Relief. Each party hereby agrees that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages for which there may be no adequate remedy at law. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.

4.6. Non-Solicitation. During the term of these Terms and for a period of twelve (12) months thereafter, neither Party shall directly or indirectly solicit for employment any person employed then or within the preceding twelve (12) months by the other Party, without the other Party’s consent in writing, which consent shall not be unreasonably withheld. The foregoing prohibition does not include general public solicitations for employment.

5.1. Mutual Warranty. Each party represents and warrants that it (a) will comply with all laws applicable to its obligations under these Terms; and (b) it has the full and unrestricted power and authority to enter into and perform these Terms and grant the rights contemplated herein.

5.2. Everest Warranty. Everest warrants that the Services will be performed in a good and workmanlike manner consistent with applicable industry standards. This warranty will be in effect for the duration of the Statement of Work Term as defined in the applicable Statement of Work. As Client’s sole and exclusive remedy and Everest’s entire liability for any breach of the foregoing warranty, Everest will, at its sole option and expense, re-perform for Client the Services that fail to meet this limited warranty.

5.3. Client Warranty. Client represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Client Materials (including any personal data provided or otherwise collected pursuant to Client’s privacy policy) as contemplated by these Terms and (ii) Everest’s use of the Client Materials in accordance with these Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Client and any third party.

6.1. Term. These Terms will commence on the Effective Date and, unless terminated earlier in accordance with these Terms, will remain in force and effect for as long as Everest is performing Services pursuant to any Statement of Work.

6.2. Termination. Each party will have the right to terminate these Terms or any Statement of Work by written notice, effective immediately, if the other party breaches any material term of these Terms or Statement of Work and fails to cure such breach within thirty (30) days after receipt of written notice thereof. Each party will also have the right to terminate these Terms at will upon thirty (30) days written notice to the other party.

Everest reserves the right and discretion to pause the Services or terminate this Agreement immediately, where Everest is made aware of any abusive or inappropriate behavior directed towards any representitive of Everest. The following examples of abusive and inappropriate behavior are intended to be guidelines and are not exclusive when determining whether such behavior has occurred:

• Comments that are offensive or unwelcoming, including, but not limited to: a person's national origin, race, color, religion, age, sex, sexual orientation, pregnancy, appearance, disability, gender identity or expression, marital status or other protected status, which includes epithets, slurs and negative stereotyping.

• Nonverbal harassment including, but not limited to: the distribution, display or discussion of any written or graphic material that ridicules, denigrates, insults, belittles or shows hostility, aversion or disrespect toward an individual or group because of national origin, race, color, religion, age, gender, sexual orientation, pregnancy, appearance, disability, sexual identity, marital status or other protected status.

6.3. Effect of Termination. Upon the expiration or termination of these Terms or of any Statement of Work: (i) each party will promptly return to the other party (or destroy, at the owning party’s option) all Confidential Information of the other party in its possession or control, in accordance with Section 5.4; and (ii) Client will pay all accrued and unpaid fees in accordance with the payment terms set forth in Section 3 and the applicable Statement of Work. Survival. The following Sections will survive termination or expiration of these Terms for any reason: Sections 2 (solely for any fees owed by Client to Everest as of the termination or expiration of these Terms), 3, 4, 6, 7.3, 7.4, 8, 9, 10, and 12, and all obligations in each applicable Statement of Work which, by their nature, would survive termination or expiration of these Terms.

7.1. Indemnification by Client. Client will indemnify, defend, and hold harmless Everest, its affiliates and their respective officers, employees, directors, shareholders, representatives, successors, and assigns from and against any and all liabilities, losses, damages, costs, fines, penalties, interest, and expenses (including, without limitation, attorneys’ and other professionals’ fees) (the “Losses”) on account of any claim, suit, action, demand, or proceeding made or brought by a third party, or on account of the investigation, defense, or settlement thereof (the “Claims”), arising out of, relating to, or in connection with (i) the Client Materials, including allegations that Client Materials infringe or misappropriate the intellectual property rights of any third party or violate applicable law; (ii) any bodily injury, personal injury (including death) to any person, or damage to tangible property attributable to Client; (iii) any instruction of Client in connection with Client’s receipt of the Services; and (iv) Client’s gross negligence, willful misconduct, and violation of applicable law.

7.2. Indemnification by Everest. Everest will indemnify, defend, and hold harmless Client and its respective employees, officers, and directors from and against any and all Claims and Losses arising out of, relating to, or in connection with allegations that: (i) the Everest IP infringes or misappropriation a third party’s intellectual property rights; (ii) any bodily injury, personal injury (including death) to any person, or damage to tangible property attributable to Everest; (iii) any claim from Everest’s personnel that they are entitled to any benefits paid or made available by Client to its employees; or (iv) Everest’s gross negligence, willful misconduct, and violation of applicable law.

Procedure. The party seeking indemnification (“Indemnified Party”) shall (i) provide prompt written notice of the existence of a claim to the indemnifying party (“Indemnifying Party”); (ii) reasonably cooperate with the Indemnifying Party with respect to the defense and settlement of such Claim; and (iii) permit the Indemnifying Party, at its option, to participate in and control the defense and settlement of such Claim. The Indemnifying Party shall not settle any Claim without the Indemnified Party’s prior written consent if such settlement arises from or is part of any criminal action, suit, or proceeding, or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of the Indemnified Party, or otherwise requires the Indemnified Party to take or refrain from taking any material action (such as the payment of fees or other amounts), such consent not to be unreasonably withheld or delayed.

Except for a party’s breach of Section 4 or a party’s gross negligence, willful misconduct, or violation of applicable law, rule, or regulation, in no event will either party be liable to the other party or to any third party for any special, incidental, punitive or consequential damages (including loss of use, data, business, goodwill, reputation, or profits) or for costs of procuring substitute services, arising out of or in connection with these terms, including without limitation any services or work product provided by Everest to Client, however caused and regardless of the theory of liability and even if the party has been advised of the possibility of such damages. Except for a party’s obligations under Section 8, breach of Section 4, or gross negligence, willful misconduct, or violation of applicable law, rule, or regulation: (i) a party’s cumulative aggregate liability under each statement of work shall not exceed the amount paid by Client to Everest under the applicable statement of work (subject to the overall cumulative total aggregate liability cap set forth in Clause (ii)), and (ii) a party’s cumulative total aggregate liability under this agreement (including all statements of work) shall not exceed the amount paid by Client to Everest during the six (6) months prior to the first event giving rise to the liability. Basis of bargain. The parties have agreed that the disclaimers, exclusions, and limitations specified in these terms will remain in full force and effect even if any such section (or portion thereof) is found to have failed of its essential purpose.

9.1. Everest will use reasonable commercial efforts to maintain reasonable administrative, physical and technical safeguards intended to protect the Client Material against accidental loss and unauthorized access or disclosure, in accordance with applicable industry standards and Everest’s Privacy Policy. To the extent any Client Materials contain personal information, Everest may use and process such personal information in connection with the provision of the Services to Client. Everest will use and process such personal information in accordance with applicable laws governing the processing of such personal information. If these Terms are supplemented by a Data Processing Agreement (“DPA”), the Parties agree that the DPA executed by the parties governs the transfer and processing of personal data for the purposes of these Terms. Where there is any conflict between the provisions of these Terms and the DPA, the provisions of the DPA shall govern.

9.2 Marketing and Promotional Rights.
Notwithstanding other provisions of these Terms, Client grants Everest an irrevocable, royalty-free, worldwide license to use Client's name, logo, and specific details of the services rendered (including case studies, summaries, and outcomes) in Everest’s marketing, promotional, and advertising materials. This encompasses the right to reference the Client in case studies, testimonials, press releases, and similar marketing communications related to the services provided under this Agreement. This grant is given with the understanding that it is solely for marketing purposes and that Everest is not required to seek further approval from the Client for such usage. The Client assures that the provision of these rights will not infringe upon the rights of any third parties. Everest agrees to adhere to reasonable standards of accuracy and respectful representation when using such Client materials.

Everest will use reasonable commercial efforts to maintain reasonable administrative, physical and technical safeguards intended to protect the Client Material against accidental loss and unauthorized access or disclosure, in accordance with applicable industry standards and Everest’s Privacy Policy. To the extent any Client Materials contain personal information, Everest may use and process such personal information in connection with the provision of the Services to Client. Everest will use and process such personal information in accordance with applicable laws governing the processing of such personal information. If these Terms are supplemented by a Data Processing Agreement (“DPA”), the Parties agree that the DPA executed by the parties governs the transfer and processing of personal data for the purposes of these Terms. Where there is any conflict between the provisions of these Terms and the DPA, the provisions of the DPA shall govern.

Neither party may assign or transfer these Terms, by operation of law or otherwise, without the other party’s prior written consent, and any attempt by either party to do so, without such consent, will be void. Notwithstanding the foregoing, either party may assign or transfer these Terms to a third party that succeeds to all or substantially all of the assigning party’s business and assets relating to the subject matter of these Terms, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, these Terms are binding upon and will insure to the benefit of each of the parties and their respective successors and permitted assigns. If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Terms will remain in full force and effect. These Terms, including any statements of works and exhibits attached hereto, is the complete and exclusive agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. These Terms may be amended or modified only by a written document executed by duly authorized representatives of the parties. Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. Except as expressly set forth in these Terms, the exercise by either party of any remedy under these Terms will be without prejudice to its other remedies under these Terms or otherwise. Either party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the party granting the waiver. These Terms will be governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any dispute shall be settled by confidential arbitration before an arbitrator pursuant to the rules of the American Arbitration Association, conducted with a single arbitrator. Such arbitration will take place in Wilmington, Delaware, and the parties to such arbitration shall each bear their own costs and expenses related thereto. Neither party will be responsible for any failure or delay in its performance under these Terms (except for any payment obligations) to the extent the failure or delay is due to causes beyond its reasonable control, including, but is not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, acts of God or governmental action. All notices required to be sent hereunder will be in writing and will be deemed to have been given when mailed by certified mail, overnight express, or sent by email, with receipt confirmed. These Terms may be signed in counterparts, and electronic signatures will have the same weight and effect as originals.