Manta HealthTech Service Offerings Agreement

10/1/2021

This document, including each of the Appendices, Exhibits and Schedules set forth on the following Table of Contents (collectively, the “Agreement”), is confidential and proprietary property of MANTA HEALTHTECH, and it shall not be disclosed or duplicated, in whole or in part, without the expressed, prior written consent of MANTA HEALTHTECH. 

Table of Contents

Support Model ……………………………………………………………………………………………………….. 

Schedule A – Service Offering……………………………………………………………………………………

Client Responsibilities……………………………………………………………………………………………… 

Change Requests ……………………………………………………………………………………………………

Schedule B – Excluded Services ………………………………………………………………………………..

Schedule C – Fees …………………………………………………………………………………………………..

Appendix A – Schedule Levels Targets and Escalation Details ……………………………………….

Appendix B – Service Offering Details …………………………………………………………………………

Appendix C – Agreement Details……………………………………………………………………………….

Support Model

MANTA HEALTHTECH’s Managed IT Services sets itself apart due to its transparent support model which encompasses four distinct teams working closely together to support our clients technology needs. The team structure ensures Quality Control and Accountability which translates into increased up time and an enhanced end user experience. The MANTA HEALTHTECH Service overview, shown below, is the basis of the support process. More details regarding Service Level Targets can be found in Appendix A.

Support: The Support team is the end user’s interface for all services issues, tickets, change management, etc. This team is comprised of Level I & II engineers staffed at MANTA HEALTHTECH’s Service Desk or On-Site Field Services Group.

NOC Services: The NOC Services Team is headquartered in MANTA HEALTHTECH offices and is solely focused on proactive support and service automation. Responsibilities include monitoring, alerting, trending, and backups.

Integration Services: Primarily comprised of Level III engineers and Subject Matter Experts, the Integration Services team is the highest escalation point for any service requests. This team is also focused on emerging technologies and driving efficiencies through technology enhancements.

Technical Account Manager (TAM): TAMs are responsible for overall technical success of the MANTA HEALTHTECH and client relationship. They focus and manage root cause analysis for recurring service issues and most importantly, they work with the client liaison to make sure IT is aligned with business goals.

Schedule A – Service Offering

Below are the components that make up the support services provided by MANTA HEALTHTECH. For a more detailed listing on the technologies and ser- vices covered within this agreement, please refer to Appendix B.

Network Security:

MANTA HEALTHTECH utilizes a ‘defense in depth’ methodology in its approach to network security. This component leverages the expertise of our MANTA HEALTHTECH Security Division with best of breed manufacturers in firewalls, IPS/IDS, virus protection, remote access VPN, SPAM protection, SOC, and content filtering. Included in this offering:

• ·      Firewall Management
• ·      Virtual Private Network (VPN) support or remote connectivity support

Infrastructure Management:

MANTA HEALTHTECH manages and maintains the Infrastructure including Servers, Storage, LAN, Cloud, and WAN to ensure maximum uptime and reliability in systems. Included in this offering:

• ·      24/7 monitoring and alerting on all network devices
• ·      LAN/WAN Support (including interface with telecommunication providers)
• ·      Server & Storage Management – On-premise and Cloud
• ·      Backup & Restore Management and Remediation
• ·      Infrastructure Application Support (Exchange, SharePoint, Citrix, VMWare, etc.)
• ·      IP Telephony Support

End Point Management:

Managing PCs presents a problem for many organizations today. Organizations look to increase employee productivity while securing all data and thus a constant need for upkeep and support on these devices exists. MANTA HEALTHTECH provides easy, secure, and reliable support of all end point devices on the network. Included in this offering:

• ·      PCs
• ·      Application Support – VPN, VMWare, Exchange, O365, SharePoint, Active Directory.

Strategic Planning:

Many organizations overlook IT investments necessary to support a new offering or expand on their existing business. MANTA HEALTHTECH’s team of engineers and Technical Account Managers will work hand-in-hand with client to ensure that the IT budget is invested wisely and predictably. Included in this offering:

• ·      Virtual CIO/IT Director role
• ·      Capacity Planning
• ·      Emerging technologies research
• ·      Business Continuity Design and Testing
• ·      Procurement Assistance

Client Responsibilities

Although MANTA HEALTHTECH strives to be able to service our client’s entire IT needs, certain responsibilities remain with the client staff. Among those responsibilities is warranty support on all devices under management. Due to the complexity and wide variety of technologies in any environment, it is crucial to keep manufacturer warranties current and with appropriate support levels. Further client responsibilities are as follows:

• ·       Firewall license, manufacturer support and/or warranty
• ·       Router and switch manufacturer warranty (24/7 for core devices and 8×5 NBD for others)
• ·       To notify MANTA HEALTHTECH of any changes initiated by Client within covered systems
• ·       Antivirus and anti-spyware license and support for non–MANTA HEALTHTECH licenses
• ·       Backup software license, manufacturer support and/or warranty
• ·       Keeping genuine, licensed, and vendor-supported Server and Desktop Software
• ·       Committing to secure and encrypted wireless data traffic in all offices
• ·       Maintenance and updates of Business Continuity Plan
• ·       Line of Business application support

Change Requests

On occasion clients may need an infrastructure change (Major or Minor) that MANTA HEALTHTECH can quickly resolve. A Change is defined as an Add/Change/Remove to an existing component/environment. Change Requests (any change requests needing less than 5 hours of continuous engineering time) are included in this contract. Examples of Change Requests are as follows:

• ·       Non-major version upgrades to devices under management
• ·       Remote rollout of software or upgrades
• ·       Mailbox Migration using existing servers
• ·       Adding switch ports to a VLAN
• ·       Service Pack installations

Requests will be billed based on the resource level needed at the rates listed on the next page

Schedule B – Excluded Services Projects:

On occasion client may need an infrastructure upgrade or project in which MANTA HEALTHTECH can participate or provide competitive pricing. A Project is defined as a short-term initiative with a defined start and end that produces a unique output (product/service/capability); this includes significant expansion of the current environment. All projects are considered out of scope and billable separate from the monthly contract at an agreed upon fee with a fixed deliverable. Examples include:

• ·      Major software version upgrade (Windows 2019 or Azure migration; Exchange to Microsoft 365 migration, practice management etc.)
• ·      New server or firewall hardware
• ·      New Datacenter Implementation
• ·      New Branch Office/Location
• ·      New VLAN Implementation
• ·      New PC installation/configuration
• ·      New Printer installation/configuration

Emergency Support:

Client may need support for end users on an emergency basis and outside the normal business hours covered by the MANTA HEALTHTECH Service Desk. This after-hours emergency support will be redirected to the appropriate resources and will be handled on a best effort basis. A MANTA HEALTHTECH engineer responds to the emergency system 24 hours a day, 7 days a week.

*The standard MANTA HEALTHTECH “Service Desk” hours of operation for providing the Services are between the hours of Seven (7) a.m. and Seven (7)

p.m. CST Monday through Friday, excluding holidays (“Standard Service Desk Hours”). Excluded Services outside the Standard Service Desk Hours are subject to the After Hours Rate of 1.5x Discounted Rate, WITH A MINIMUM OF 2 HOURS BILLED.

Schedule C – Fees

Monthly services and associated fees are noted monthly on client invoice.

Appendix A – Service Levels Targets and Escalation Details

The following table shows the target of response times for each priority level.

Appendix B – Service Offering Details

Network Security

Infrastructure Management

End Point Management

Strategic Planning

Appendix C – Agreement Details

Acceptance of support services is acknowledgement & acceptance of terms and conditions set forth as follows:

1.                                            SERVICES. During the Term (defined below), MANTA HEALTHTECH will provide Client with the Managed IT Services (“Services”) set forth on the monthly support invoice (“Service Offerings”) and, if requested and agreed to

by MANTA HEALTHTECH and Client, the “Excluded Services” set forth in the preceding Schedule B.

2.                         DUTIES OF THE PARTIES.

A.                                           Duties of MANTA HEALTHTECH. MANTA HEALTHTECH agrees to use commercially reasonable efforts to timely deliver and support the Services for Client in accordance with industry standards.

B.                                           Duties of Client. Client agrees to (i) timely submit all payments to MANTA HEALTHTECH at MANTA HEALTHTECH’s place of business; (ii) provide MANTA HEALTHTECH with access to Client’s facilities, including access to Client’s computer systems, according to the Client’s procedures which are provided to MANTA HEALTHTECH in writing and in advance, and adequate and suitable facilities and space for MANTA HEALTHTECH’s personnel to work at the Client’s facility and on such computer systems. If MANTA HEALTHTECH determines that the Services require MANTA HEALTHTECH to remotely access Client’s computer systems, Client agrees that it shall also provide MANTA HEALTHTECH with all the information reasonably requested by MANTA HEALTHTECH for MANTA HEALTHTECH to remotely access Client’s computer systems. Client is responsible for keeping computer operating systems current. Client also acknowledges and agrees that the providing of the Services may in some circumstances result in the disruption of services at Client’s facility or on Client’s computer systems or loss or damage to software or hardware.

3.                         PRICING AND PAYMENT.

A.                                           Pricing. The fees (“Fees”) for Service Offerings are set forth in the preceding Schedule C. The hourly rates for Excluded Services agreed to by MANTA HEALTHTECH and Client are set forth in the preceding Schedule B.

B.                                           Payment. MANTA HEALTHTECH will invoice Client on a monthly basis per the Fees set forth on the attached Schedule A for Service Offerings. Payments

for all Service Offerings shall be made via ACH or Credit Card and are due in advance on or before the fifth (5th) day of the applicable month. All Excluded Services provided to Client by MANTA HEALTHTECH are due upon receipt of MANTA HEALTHTECH’s written invoice(s) for such Excluded Services. MANTA HEALTHTECH reconciles client accounts regularly and adjusts monthly invoices as needed. MANTA HEALTHTECH will have no obligation to perform any services for Client, whether included in this Agreement or otherwise, unless all charges, fees, and taxes for Services rendered under this agreement have been paid in full by Client when due. In the event of non-payment of any sum due and owing under this Agreement, MANTA HEALTHTECH shall have the right to suspend or immediately terminate the providing of all Services, without notice, and MANTA HEALTHTECH may determine whether or not to reinstate any Services upon receipt of payment in full of all sums owed. Any payment not received by MANTA HEALTHTECH on or before thirty (30) days following the due date shall bear interest from the due date until paid in full at the lesser of one and percent (1%) per month or the maximum rate allowed by applicable law.

Fees are subject to an increase of up to five (5) percent per year. All amounts shall be payable by Client to MANTA HEALTHTECH without right of setoff, deduction, or demand.

4.                                                 TERM AND TERMINATION. This Agreement shall be effective for one

(1) year, commencing on the date this Agreement is executed by Client and accepted and executed by MANTA HEALTHTECH (“Effective Date”), and shall automatically renew for additional one-year periods on the first day of the new calendar year (January 1). The initial period and each one-year period of this Agreement (or such shorter or longer period of effectiveness as mutually agreed to by MANTA HEALTHTECH and Client) is referred to as an “Effective Period” and collectively all of the Effective Periods of this Agreement are referred to as

the “Term”. Either party may terminate this Agreement at any time by providing at least two (2) months (“Notice Period”) prior written notice to the other party. Client acknowledges and agrees that Client is responsible to pay monthly Fees for Service Offerings during the Notice Period, regardless if Client requests not to receive such Service Offerings during the Notice Period, at the same monthly amount as the average of the three (3) month period immediately preceding the notice of termination. Client should communicate any service related concerns to Manta HealthTech by emailing clint@mantahealthtech.com  MANTA

HEALTHTECH may immediately terminate this Agreement upon written notice to Client if Client (i) fails to make any payment to MANTA HEALTHTECH when due and such failure continues for a period of five (5) labor days following written notice of such failure by MANTA HEALTHTECH to Client; or

(ii) breaches any other provision of this Agreement. Immediately upon the expiration or termination of this Agreement, or upon the earlier request of one of the parties, the other party shall (i) return to the other any and all equipment provided by the other party; and (ii) discontinue the use of and permanently delete from the party’s computer systems any and all of the other party’s software and other computer programs installed or provided by the other party.

5.                                            OWNERSHIP. All materials, including all copyrights, trademarks, logos and other identifying marks (collectively “Materials”) of each party are and shall remain the exclusive property of that party, and except as otherwise specifically set forth in this Agreement, no license to use such Materials is granted pursuant to this Agreement. Customer grants limited approval to use intellectual property only as needed to deliver services. All Materials are proprietary and may not be reproduced, duplicated Move to client duties, state Manta cannot be held liable for any consequences, breach, intereption of service, or disseminated for any purpose. All non-third party software installed or provided by one of the parties for the other party’s use is proprietary software and the exclusive property of installing party.

6.                         CONFIDENTIAL INFORMATION.

A.                                           Pursuant to providing the Services, either party may gain access to the other party’s Confidential Information. Each party will adopt commercially reasonable measures to protect the other party’s Confidential Information provided pursuant to this Agreement. For purposes of this Agreement, “Confidential Information” means:

(i)                                            All inventions, processes, designs, trade secrets, formulas and formulations, methods, know-how, samples, test, technology, standard operating procedure and other data, and other information relating to the preclinical, clinical and pharmaceutical development, analysis, regulatory files and correspondence, manufacturing and packaging in whatever form (written, oral, visual, electronic);

(ii)                                         All sales and marketing plans, future plans, business plans, financial information, results of consultancies, contracts, customer lists and relationships, and other information which may be needed to be disclosed by each party to the other in relation to business negotiations in whatever form (written, oral, visual, electronic); and

(iii)                                      Any kind of information identified by one of the parties as Confidential Information

B.                                           Confidential Information does not include information which: (i) the recipient can demonstrate in writing to be rightfully known to recipient at the time it receives the information; (ii) has become publicly known through no wrongful act of the recipient; (iii) the recipient can demonstrate in writing to have been rightfully received by recipient from a third party authorized to make such communication without restriction; or (iv) has been approved for release by written authorization of the discloser. A recipient may disclose Confidential Information if required by court or government action to be disclosed; provided, however, the recipient must first provide the discloser with reasonable prior, written notice of such disclosure so that the discloser may attempt to prevent such disclosure, and that the Confidential Information shall continue to be treated as Confidential Information for all other purposes.

C.                                          Each party undertakes to hold any and all Confidential Information in confidence and to use it exclusively for the purposes set forth in this Agreement. Neither party shall, directly or indirectly, make use of the Confidential Information of the other party without the other party’s prior, written consent.

D.                                          MANTA HEALTHTECH and Client agree, except as otherwise set forth in this Agreement and unless otherwise required by law or compelled by a court of competent jurisdiction, not to disclose to a third party, without the prior written consent of the other party, the Confidential Information, including the terms and/or conditions of this Agreement, including, without limitation, not disclosing or sharing a copy of this Agreement with any third party. MANTA HEALTHTECH agrees to protect the confidentiality of Client’s Confidential Information provided to MANTA HEALTHTECH per terms of MANTA HEALTHTECH’s standard Confidentiality Policy.

7.                      HIRING OF MANTA HEALTHTECH’S EMPLOYEES. In the absence of

MANTA HEALTHTECH’s prior written consent, and for a period of twelve (12) months following the expiration or termination of this Agreement, for any reason whatsoever, Client agrees not to hire or engage, directly or indirectly, any person who, at any time during the twelve (12) months immediately preceding such hiring or engagement, was an employee of MANTA HEALTHTECH employed to perform the Services or other services similar to

the Services for any customer of MANTA HEALTHTECH. MANTA HEALTHTECH and Client agree that the damages from a breach of this Section would be difficult to ascertain.

Therefore, in the event Client breaches this provision, Client agrees to pay MANTA HEALTHTECH, as liquidated damages and not as a penalty, a sum equal to twenty-four (24) months pay for each former employee of MANTA HEALTHTECH hired by Client, at the rate paid by MANTA HEALTHTECH for the last full month of such employee’s employment with MANTA HEALTHTECH. In addition, MANTA HEALTHTECH shall be entitled to temporary and permanent injunctions in order to prevent or restrain any such violation of this Section by the Client or its partners, agents, representatives, servants, employers, employees and any and all persons directly or indirectly acting for or with the Client. These remedies shall be in addition to, and not in limitation of, any other rights or remedies afforded to MANTA HEALTHTECH under this Agreement or available to MANTA HEALTHTECH at law or in equity.

8.                                 FORCE MAJEURE. Except for payment obligations, the parties shall not be responsible for failure to render any obligation due to causes beyond its reasonable control, including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, floods, war, acts of terrorism, delays in transportation, accident,

9.                                     acts of God and other similar occurrences. The obligations and rights of the parties shall be extended on a day-to-day basis for the duration of excusable delay.

10.                          REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other party that (i) it has the full right, power and authority to enter into and to perform this Agreement; (ii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action; (iii) this Agreement constitutes a valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally; and (iv) the execution, delivery and performance of this Agreement does not or will not violate or cause a breach or default under (a) the governing corporate or company documents of such party; (b) any agreement, lease, mortgage, license or other contract to which such party is a party; or (c) any law, rule, regulation, order, decree or consent action by which such party is bound or to which it is subject.

10.                                      DISCLAIMER OF WARRANTIES. MANTA HEALTHTECH DOES NOT WARRANT THE UNINTERRUPTED OR ERROR-FREE OPERATION OR PROVISION OF THE SERVICES, THAT THE SERVICES WILL BE FREE FROM INTERRUPTION, THE SERVICES WILL BE SECURE FROM UNAUTHORIZED ACCESS, THAT THE SERVICES WILL DETECT EVERY SECURITY OR OTHER VULNERABILITY OF CLIENT’S COMPUTER SYSTEMS, OR THAT RESULTS GENERATED BY THE SERVICES WILL BE ERROR-FREE, ACCURATE OR COMPLETE. ALL INFORMATION, MATERIALS AND SERVICES ARE PROVIDED TO CLIENT “AS IS”. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, MANTA HEALTHTECH HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

The Services may become unavailable due to any number of factors, including, without limitation, scheduled or unscheduled maintenance, technical failure of the software, telecommunications infrastructure, or the unavailability or interruption of access to the Internet. The disclaimers set forth in this Section shall apply regardless of whether (i) MANTA HEALTHTECH determines that Client’s computer systems are deemed “secure”, (ii) Client performs such modifications to its computer systems as MANTA HEALTHTECH reasonably suggests in order for Client’s computer systems to be deemed “secure”, or (iii) otherwise.

11.                                      LIMITATION OF LIABILITY. MANTA HEALTHTECH WILL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES: ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MANTA HEALTHTECH IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFITS, LOSS OF DATA, EQUIPMENT DOWNTIME, OR LOSS OF GOODWILL. CLIENT ACKNOWLEDGES AND AGREES THAT MANTA HEALTHTECH’S AGGREGATE LIABILITY TO CLIENT FOR ANY DAMAGES, LOSSES, FEES, CHARGES, EXPENSES AND/OR LIABILITIES ARISING OUT OF WITH THIS AGREEMENT AND/OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT PURSUANT TO THIS AGREEMENT FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST OCCURRENCE OF THE APPLICABLE DAMAGES, LOSSES, FEES, CHARGES, EXPENSES AND/OR LIABILITIES.

Client acknowledges that the limitations on liability were specifically bargained for and are acceptable to Client. Client’s willingness to agree to the limitations of liability set forth in this Section was material to MANTA HEALTHTECH’s decision to enter into this Agreement. The limitations on liability set forth in this Section shall be enforceable to the maximum extent permitted by applicable law.

12.                                     GENERAL TERMS. This Agreement is the entire agreement between MANTA HEALTHTECH and Client and supersedes any prior understandings or written or oral agreements between MANTA HEALTHTECH and Client with respect to the subject matter of this Agreement. This Agreement may only be amended or changed pursuant to a written document duly executed by both MANTA HEALTHTECH and Client. No waiver of a breach of any provision of this Agreement by any party shall be construed as a waiver of a subsequent breach of the same or any other provision of this Agreement. Client’s obligation to pay for any Services or other services received by MANTA HEALTHTECH and each of the provisions of Section 3, 5 through 7, and 10 through 14 shall survive the expiration or earlier termination of this Agreement. The invalidity of any provision of this Agreement shall not affect the enforceability of the remaining Agreement or any other provision of the Agreement. All exhibits and schedules to this Agreement are true, correct and hereby incorporated into by reference and made a part of this Agreement. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by MANTA HEALTHTECH and Client and their successors and permitted assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement unless otherwise specifically agreed to in writing by MANTA HEALTHTECH and Client. This Agreement and the rights and obligations of the Parties are not assignable without the prior written consent of the other Party. Any attempt by one of the Parties to assign any this Agreement or any right, duty, or obligation which arises under this Agreement, without such consent, will be void. This Agreement shall not be construed to give any person other than MANTA HEALTHTECH and the Client any legal or equitable right, remedy or claim under or with respect to this Agreement. This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each party will act as an independent entity and not as an agent of the other party for any purpose, and neither will have the authority to bind the other. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and of equal force and effect, and all of which taken together shall constitute one and the same instrument.

The parties reserve the right to maintain an executed copy of this Agreement in electronic form only, and agree that a print-out of such electronic form of this Agreement will be deemed an original for all purposes relating to the enforceability of the terms and conditions of this Agreement. Any updated copy will be kept at www. https://mantahealthtech.com/terms-and-conditions/ or www.mantahealthtech.com/document/.

13.                                     NOTICES. All notices required pursuant to this Agreement shall be written and shall be delivered by (i) electronic mail , (ii) online posting. Each such notice shall be deemed delivered (i) on the date emailed or date published online.

14.                                     DISPUTE RESOLUTION. Except as otherwise specifically set forth in this Agreement, the parties hereby agree to resolve any and all controversies, claims and/or disputes arising out of this Agreement and/or any Services (each, a “Dispute”) solely pursuant to the terms of this Section.

A.                                          Management Resolution. All Disputes shall first be referred to the parties’ authorized representatives for discussion and resolution of the Dispute (“Management Resolution”), which representatives are the individuals who have executed this Agreement on behalf of their party.

B.                                          Arbitration. If Management Resolution fails to resolve the Dispute, then the Dispute shall be resolved by final, binding arbitration (“Arbitration”) in Minnesota administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules.

C.                                         Governing Law; Venue; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota (without giving effect to principles of conflicts of laws). For any action to compel Arbitration, enforce an Arbitration award or seek injunctive relief pursuant to this Agreement, the parties hereby expressly consent to the (i) venue of Hennepin,

Minnesota USA, and each party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise; and (ii) jurisdiction of the state and/or federal courts in and/or for Hennepin, Minnesota USA.

D.                                                    Injunctive Relief; Cumulative Remedies. Each party agrees that a violation or breach of any of the ownership or non-disclosure provisions of this Agreement could cause irreparable harm to the non-

breaching party for which monetary damages may be difficult to ascertain or an inadequate remedy. Therefore, each party will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of the ownership or non- disclosure provisions of this Agreement, and each party hereby expressly waives any objection, in any such equitable action, that the other party may have an adequate remedy at law. The rights and remedies set forth in this Agreement are cumulative and concurrent and may be pursued separately, successively or together.