VIBE HCM, INC., having its principal place of business at 2810 Dexter Drive, Elkhart, IN 46514 (“Vibe HCM”) and ____________________, having its principal place of business at ______________ (the “Client”) enter this Master Software & Services Agreement (“Agreement”). The Parties to this Agreement are collectively referred to as the “Parties” or each a “Party”.
“Client Data” means any data supplied by or on behalf of Client to Vibe HCM hereunder, or any data created for Client as a result of the processing of such data.
“Contractor” means any person who is not a Party or an employee of Vibe HCM, who Vibe HCM contracts or otherwise engages to assist with or perform any part of the Service.
“Documentation” means, collectively, configuration guides, user manuals, training guides, help files, strategy documents and related information and materials, in written or electronic form, provided by Vibe HCM to Client from time-to-time and that are intended for use in connection with the Service.
“Effective Date” means the last date that this Agreement is agreed to and signed by the authorized representatives of the Parties as set forth at the end of this Agreement.
“Employees” means the full population of non-terminated employees of the Client based on a count of unique employee numbers, and any individuals who are consultants, contractors or agents of Client and who are permitted by Client to access the Services and/or Software via a personal, unique user identifier.
“Fees” means the fees contained in the applicable Order Form.
“New Product” means Software not listed in the applicable Order Form. Vibe HCM has no obligation under this Agreement to develop New Products or provide Client with same.
“Services” means the services (but not the Software or Software Platform) specifically described in an Order Form.
“Order Form” means an agreement entered into by and between Vibe HCM and Client that sets forth the Services and/or Software to be provided to Client by Vibe HCM and the timing and costs associated therewith. An Order Form may include an appendix, schedule, and/or SOW, which provides details on pricing, implementation, configuration services and/or additional or revised Services to be provided within scope of the Order Form.
“Software” means (i) the Vibe HCM software described in the applicable Order Form and any Updates (as defined herein) thereto (but not the source or object code) and (i) any third-party software described in the applicable Order Form or SOW.
“Software Platform” means Vibe HCMs’ web-based enterprise application platform as described in the Documentation and any Updates thereto.
“Statement of Work” or “SOW” means a written instrument agreed to by and between Vibe HCM and Client that is attached to or references this Agreement or an Order Form and that describes the implementation, configuration, or other Services to be provided by Vibe HCM.
“Updates” means any minor enhancements or updates, when and if available, to the Software used hereunder, and which Vibe HCM, in its discretion, makes generally available to companies that have paid the applicable fees. Updates exclude New Products.
2. PROVISION OF THE SERVICES AND SOFTWARE
2.1 Vibe HCM agrees to provide the Services and Software to Client and its Employees pursuant to this Agreement and the applicable Order Form. The Services and Software shall be provided on and subject to the terms and conditions of this Agreement and the applicable Order Form. Client acknowledges and agrees that the Services or parts thereof may be subcontracted by Vibe HCM.
2.2 Upon implementation, the Software will be made available to Client in accordance with the service level agreement located at www.vibehcm.com/availability.
3. GRANT OF RIGHT TO USE
3.1 Vibe HCM grants to Client a limited, non-exclusive, non-sublicensable and non-transferable right to use the Software identified in the applicable Order Form solely for the purposes set forth in the applicable Order Form and only during the term of such Order Form. Client may not reproduce the Documentation provided to it hereunder without Vibe HCM’s written permission.
3.2 Vibe HCM grants and Client receives no other rights or licenses to the Software, derivative works (as defined in the United States copyright Act of 1976, Title 17 USC Section 101 et. Seq.) or any intellectual property rights related thereto, whether by implication, estoppel or otherwise, except the right to use expressly granted in this Section 3.
4. CLIENT RESPONSIBILITIES
Client agrees that it will not itself, or through any Employee, parent, subsidiary, affiliate, agent or other third Party:
4.1 sell, lease, license, sublicense, encumber or otherwise deal with any portion of the Software;
4.2 access or browse any deployed Software code, decompile, disassemble, or reverse engineer any portion of the Software or attempt to discover any source code or underlying ideas, algorithms or functionality of any Software;
4.3 create any derivative work based on the Software or any Vibe HCM Confidential Information;
4.4 use the Software in any way that is not expressly permitted by this Agreement or not intended,
including without limitation to provide processing services to third parties, commercial timesharing, rental or sharing arrangements, or on a “service bureau” basis or otherwise use or allow others to use the Software for the benefit of any third party; provide, disclose, divulge or make available to, or permit use of the Software by persons other than Employees who have signed a confidentiality agreement with provisions substantially similar to the confidentiality provisions contained herein, without Vibe HCM’s prior written consent;
4.5 use any Software, or allow the transfer, transmission, export, or re-export of any Software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency.
Further, Client agrees that it will:
4.6 be responsible for Employees’ compliance with this Agreement.
4.7 be solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Client Data and of the means by which Client acquired Client Data.
4.8 use commercially reasonable efforts to prevent unauthorized access to or use of the Software and notify Vibe HCM promptly of any such unauthorized access or use.
4.9 use the Software in accordance with the Documentation and comply with applicable laws and government regulations.
4.10 use commercially reasonable efforts to ensure that Employees follow industry standard protocols in connection with the use and updating of passwords required to permit those Employees to use the Software.
4.11 give out Employee identifiers only to individuals, and not to departments, guests, or any groups or categories of persons.
5. SERVICES AND SOFTWARE SUPPORT AND MAINTENANCE
5.1 Vibe HCM shall provide support for the Software and Services in accordance with the support terms located at www.vibehcm.com/support.
5.2 Upon Client’s satisfaction of all of its duties and obligations under this Agreement, Client shall be entitled to receive Updates to the Software, if any.
5.3 Vibe HCM shall have no obligation to support or maintain (a) problems caused by Client’s negligence, abuse, or misapplication, or use of the Software other than as specified in the Documentation or other causes beyond the control of Vibe HCM, or (b) any updates needed to or other changes in Client’s hardware which may be necessary to use the Software.
6. FEES & PAYMENT
6.1 Fees. Client agrees to pay all Fees, plus all applicable taxes, in the amounts set forth in the applicable Order Form. Unless specified otherwise, Fees are quoted and payable in United States dollars.
6.2 Invoicing & Payment. Unless otherwise set forth in an Order Form, Vibe HCM will invoice Client for the Fees as set forth in the applicable Order Form. If Vibe HCM invoices Client, Client agrees to pay Vibe HCM within 30 days from invoice date.
6.3 Overdue Charges & Suspension of Service. At Vibe HCMs’ discretion, payments not received from Client by the due date may accrue late interest charges equal 1.5% per month, or, if lower, the maximum rate allowed by law (except with respect to charges then under reasonable and good faith dispute which Client is diligently working to resolve). If such outstanding balance is 60 or more days overdue Vibe HCM may, without limiting other rights and remedies, suspend the Service and access to the Software until such amounts are paid in full.
6.4 Fee Increases. Upon the start of any renewal term of an Order Form, Vibe HCM shall have the right to increase fees on an annual basis provided such increase in fees shall not exceed Vibe HCM’s then current prices for the Software and/or Services. Vibe HCM will provide written notice of any price change ninety (90) days before it is effective.
6.5 Taxes. Client is responsible for payment of all applicable sales, use, and other taxes and all applicable export and import fees, customs, duties, and similar charges (other than taxes based on Vibe HCMs’ net income) arising from the payment of Fees for the Services and/or Software contemplated under this Agreement.
7. PROPRIETARY RIGHTS
7.1 Exclusive Property. All intellectual property rights, and all title and interest in and to the Software and Software Platform, and any corrections, remedial modifications, maintenance, Update or New Products or other modifications, including custom modifications, or derivative works thereof, whether made by Vibe HCM, Client or any third party, are and shall remain the exclusive property of Vibe HCM or its licensors, as the case may be.
7.2 Customizations. Vibe HCM shall have the right to use all recommendations, ideas, techniques, know how, designs, methods, improvements, suggestions for improvement and any other technical information relating to the Software, the Software Platform or Services provided by Client, its Employees, without royalty or any other obligation whatsoever to Client or such Employees (“Feedback”). Vibe HCM reserves title, ownership, and all other rights including copyrights, trademarks, trade names, service marks and designs, and any other proprietary rights in any Feedback.
7.3 Client Data. Client exclusively owns all rights, title and interest in and to all Client Data. Client Data is deemed Confidential Information under this Agreement. Except as set forth in Section 7.4 below, Vibe HCM shall only process, use, and store Client Data for the purpose of fulfilling its obligations under this Agreement. Upon written request, Vibe HCM shall deliver to Client, or confirm to the Client, that all Client Data has been destroyed by Vibe HCM.
7.4 Vibe HCM Permitted Use of Client Data. Notwithstanding the other provisions of this Agreement, Vibe HCM shall have a non-exclusive, fully paid, royalty-free, transferable, perpetual, irrevocable worldwide, right and license to use, access, make, have made, use, copy, distribute, maintain, modify, enhance, create derivative works of, aggregate, and re-purpose Client Data for the purposes of analyzing activity, modeling and industry benchmarking. In any such use of Client’s Data, Vibe HCM will ensure that only aggregate information is utilized, and in all cases all Client Data will be anonymized, including ensuring that any information which might identify an individual Employee or Client will be removed.
8.1 Definition of Confidential Information. Each Party may have access to information that is confidential to the other Party. Vibe HCMs’ Confidential Information shall include, but not be limited to, the Services, Software and Software Platform and all information identified in writing at the time of disclosure as confidential or which Client should have reasonably understood to be confidential. Client’s Confidential Information shall include Client Data and all information identified in writing at the time of disclosure as confidential or which Vibe HCM should have reasonably understood to be confidential. Confidential Information of each Party shall include, but is not limited to, terms and pricing under this Agreement, business plans, marketing plans, technology and technical information, product plans and design and business processes disclosed by such Party. A Party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other Party; (ii) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (iii) is lawfully disclosed to the other Party by a third Party without restriction on disclosure; (iv) is independently developed by the other Party without use of or reference to the other Party’s Confidential Information.
8.2 Protection. The Parties agree, unless required by law, not to make each other’s Confidential Information available in any form to any third Party or to use the other’s Confidential Information for any purpose other than as permitted by this Agreement. Each Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its Employees or agents in breach of this Agreement, but in no event less than the due care used to protect its own confidential information. The Parties agree to hold each other’s Confidential Information in confidence during the term of this Agreement and for a period of three (3) years after its termination, with the exception of Trade Secrets (as defined by the Indiana Uniform Trade Secrets Act), which shall be held in confidence for so long as the information retains its Trade Secret status. Notwithstanding the foregoing, this Section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that the responding Party shall first have given notice to the other Party, if legally permitted to do so, in order to allow the disclosing Party an opportunity to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.
8.3 Return of Confidential Information. Upon written request of the disclosing Party, a Party in possession of the other Party’s Confidential Information shall promptly return the Confidential Information to the disclosing Party or, where reasonable to do so, destroy such Confidential Information and, if requested to do so, certify in writing to the other Party that such destruction has occurred.
8.4 Client Data Security Program. Vibe HCM shall maintain a formal information security program that is designed to: i) safeguard the security of Client Data and ii) protect against threats and unauthorized access to Client Data (“Security Program”).
9. WARRANTIES AND DISCLAIMERS
9.1 Software Warranty.
Vibe HCM represents and warrants that after implementation of the Software, the Software will perform substantially in accordance with the online help Documentation under normal use and circumstances. Vibe HCM’s sole obligation, and Client’s exclusive remedy, for any breach of the foregoing limited warranty will be that Vibe HCM will use commercially reasonable efforts to modify the Software to materially comply with the warranty as soon as reasonably possible. If in Vibe HCM’s reasonable judgment, such modification is not commercially feasible, Vibe HCM may terminate the applicable Order Form and refund to Client the subscription fees paid under such Order Form for such Software on a prorated basis for the period between the date of the warranty claim and the end of the then current term.
THE FOREGOING ARE CLIENT’S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF THE SOFTWARE WARRANTY.
9.2 Services Warranty.
Vibe HCM will provide Client with Services in accordance with applicable laws and government regulations, including complying with applicable privacy laws respecting Client Data.
Vibe HCM warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner and shall devote adequate resources to meet its obligations under this Agreement. Vibe HCM shall not be liable for a breach of the foregoing warranty unless Client gives written notice of the defective Services reasonably described to Seller within 30 days of the time when Buyer discovers or ought to have discovered the defect.
CLIENT’S SOLE REMEDY FOR ANY BREACH OF WARRANTY IS THE RE-PERFORMANCE OF THE SERVICE(S) AT ISSUE.
9.3 Disclaimer. OTHER THAN THE WARRANTIES SET FORTH IN THIS SECTION, VIBE HCM DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
10. THIRD PARTY SERVICES AND/OR SOFTWARE
TO THE EXTENT THAT CLIENT PURCHASES OR UTILIZES SOFTWARE OR SERVICES OF A THIRD PARTY HEREUNDER, CLIENT UNDERSTANDS AND AGREES THAT THEY ARE SUPPLIED OR SOLD SUBJECT TO THE EXPRESS WARRANTY TERMS, IF ANY, SPECIFIED BY THE ORIGINAL SUPPLIER OF THE SOFTWARE OR SERVICES. ANY SUCH THIRD-PARTY SOFTWARE OR SERVICES SUPPLIED TO CLIENT UNDER THIS AGREEMENT IS SUPPLIED SUBJECT TO THE PROVISIONS OF VIBE HCM’S TERMS AND CONDITIONS WITH THE APPLICABLE SUPPLIER AND TO ANY “PASS-THROUGH” TERMS AND CONDITIONS APPLICABLE TO CLIENT CONTAINED IN VIBE HCM’S AGREEMENT WITH THE APPLICABLE SUPPLIER. CLIENT AGREES TO ACCEPT AND ADHERE TO THE SUPPLIER’S TERMS AND CONDITIONS FOR ALL SUCH SERVICES OR SOFTWARE, AND TO ANY “PASS-THROUGH” TERMS AND CONDITIONS APPLICABLE TO CLIENT CONTAINED IN VIBE HCM’S AGREEMENT WITH THE APPLICABLE SUPPLIER. VIBE HCM MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING SUCH SOFTWARE OR SERVICES, AND VIBE HCM HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, GUARANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY COMMON LAW, STATUTE, TRADE CUSTOM, COURSE OF DEALING OR OTHERWISE IN CONNECTION WITH THE SUPPLY OR SALE OF SUCH SOFTWARE OR SERVICES.
11. LIMITATION OF LIABILITY
11.1 NO CONSEQUENTIAL DAMAGES. EXCEPT FOR EACH PARTY’S INDEMNITY OBLIGATIONS UNDER SECTION 12 OR LIABILITY ARISING OUT OF BREACHES OF SECTION 8 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE AND/OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
11.2 DIRECT DAMAGES. EXCEPT FOR EACH PARTY’S INDEMNITY OBLIGATIONS UNDER SECTION 12 OR LIABILITY ARISING OUT OF BREACHES OF SECTION 8 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF ALL FEES PAID TO VIBE HCM DURING THE YEAR PRECEDING THE YEAR IN WHICH THE CLAIM AROSE. DURING THE FIRST TWELVE (12) MONTHS OF THE AGREEMENT, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY SHALL BE LIMITED TO AN ESTIMATE OF THE MONTHLY FEES DUE AND TO BE DUE UNDER THE AGREEMENT MULTIPLIED BY TWELVE (12).
11.3 THE FOREGOING LIMITATIONS OF LIABIILTY SHALL APPLY REGARDLESS OF WHETHER ANY CLAIM IS BASED ON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABLITY, TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION OR ANY OTHER THEORY OF LIABILITY, EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
12.1 Indemnification by Vibe HCM. Subject to this Agreement, Vibe HCM shall defend, indemnify and hold Client harmless against any damage or costs (including reasonable attorneys’ fees) awarded or paid in settlement of any claims, demands, suits, or proceedings (“Claims”) made or brought against Client by a third party alleging that the use of the Software, Software Platform or Service(s) as contemplated hereunder infringes the intellectual property rights of a third party; provided, that Client (a) promptly gives written notice of the Claim to Vibe HCM; (b) gives Vibe HCM sole control of the defense and settlement of the Claim (provided that, except with the express written consent of Client, Vibe HCM may not settle any Claim unless it unconditionally releases Client of all liability); and (c) provides to Vibe HCM, at Vibe HCMs’ cost, reasonable assistance.
In the event any such Claim is brought or threatened Vibe HCM will, at its sole option and expense, use commercially reasonable efforts to:
Procure for Client the right to continue use of the Software, Software Platform or Services or the infringing portion thereof to the extent it is commercially practicable;
Modify, amend or replace the Software, Software Platform or Services or infringing part thereof with other software having substantially the same or better capabilities to the extent it is commercially practicable; or
If Vibe HCM determines that neither of the foregoing remedies is feasible, then Client will be entitled to a pro-rata refund of prepaid fees for the infringing Software, Software Platform or Services not performed or able to be utilized as of the date such determination is made by Vibe HCM.
The foregoing obligations shall not apply to the extent the infringement arises as a result of (i) a combination of the Software, Software Platform or Services with Client’s or a third party’s products or services; (ii) specifications solely provided by or on behalf of Client; (iv) intellectual property provided by or on behalf of Client to Vibe HCM for use in connection with the Software, Software Platform or Services; (v) Client Data, Client’s or a third party’s technology, software, material, data or business processes; or (vi) any use of the Software, Software Platform or Services not in compliance with this Agreement, the Documentation or the applicable Order Form.
12.2 Indemnification by Client. Subject to this Agreement, Client shall defend, indemnify and hold Vibe HCM harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against Vibe HCM by a third party alleging that the Client Data, or Client’s use of the Software, Software Platform or Services in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party; provided, that Vibe HCM (a) promptly gives written notice of the Claim to Client; (b) gives Client sole control of the defense and settlement of the Claim (provided that Client may not settle or defend any Claim unless it unconditionally releases Vibe HCM of all liability); and (c) provides to Client, at Client’s cost, reasonable assistance.
13. TERM AND TERMINATION
13.1 Agreement Term. This Agreement will commence upon the Effective Date and continue until the term for each Order Form has expired or is otherwise terminated in accordance with the terms of the applicable Order Form unless this Agreement is terminated earlier as set forth herein.
13.2 Order Form Term. The term for each Order Form shall commence on the effective date of the applicable Order Form (or, if no effective date is specified, on the date the Order Form has been executed by both Client and Vibe HCM) and shall be in effect for the term specified in the Order Form.
13.3 Termination on Breach. Either Party to this Agreement may terminate this Agreement for breach by written notice if the other Party fails to perform or observe any of its material obligations under this Agreement and such failure is not cured within thirty (30) days after written notice thereof, including particulars, from the terminating Party. Termination of this Agreement shall result in termination of all outstanding Order Forms. For the avoidance of doubt, the termination of any Order Form shall not result in termination of this Agreement.
13.4 Termination on Events. Either Party to this Agreement may terminate this Agreement immediately by written notice to the other Party (the “recipient Party”) upon the occurrence of any of the following events:
i. The recipient Party making a general assignment for the benefit of its creditors or a proposal or
arrangement under, or becoming subject to legal proceedings, whether voluntarily or otherwise,
pursuant to the Bankruptcy Code or other legislation of similar effect, or seeking formal protection
from creditors, or having a petition filed against it under the Bankruptcy Code that is not contested
within thirty (30) days, or being declared or adjudicated bankrupt;
ii. a secured Party taking possession of, or a liquidator, receiver, receiver/manager or any other
officer with similar powers being appointed over, any of the property or assets of the recipient
13.5 Effect of Termination. Upon termination of this Agreement, neither Party shall have any further obligations hereunder, except for obligations incurred prior to the date of termination and for obligations, promises, or covenants contained herein which expressly extend beyond the term of this Agreement.
13.6 Surviving Provisions. The following provisions shall survive any termination or expiry of this Agreement: Section 7 (Proprietary Rights), Section 8 (Confidentiality), Section 9 (Warranties and Disclaimers), Section 10 (Third Party Services and/or Software), Section 12 (Indemnity), Section 11 (Limitation of Liability) and Section 14 (General Provisions).
14. GENERAL PROVISIONS
14.1 Entire Agreement. The Agreement, including Order Forms, and any amendments or additions hereto, represents the entire agreement between the Parties, and expressly supersedes and cancels any prior oral or written agreements on the subjects herein. Each Party acknowledges that it is not entering into the Agreement on the basis of any representations not expressly contained herein. Other than as specified herein, the Agreement may only be supplemented or modified by an amendment in writing executed by the Parties. In the event of any conflict between the terms set forth in the main body of this Agreement and the terms set forth in a particular Order Form and/or Exhibit, the terms of the Order Form and/or Exhibit shall govern.
14.2 Governing Law. This Agreement shall be construed, interpreted, and enforced, and its validity and enforceability determined, strictly in accordance with the laws of the State of Delaware.
14.3 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a joint venture, partnership, agency or employment relationship between the Parties.
14.4 Marketing. Vibe HCM may, for the purposes of marketing, disclose Client’s name and a general description of the services provided to Client pursuant to this Agreement but shall not indicate in any way that Client endorses Vibe HCMs’ services unless Client provides its specific written approval for Vibe HCM to do so.
14.5 Notices. Except as indicated otherwise in this Agreement, all notices shall be in writing. Notices to Vibe HCM shall be addressed to the Chief Financial Officer with a copy to email@example.com. Notices to Client shall be addressed to Client’s signatory at the address identified above.
14.6 Waiver. The waiver by a Party of one breach or default under this Agreement will not constitute the waiver of any subsequent breach or default.
14.7 Severability. If any provision of this Agreement is declared to be contrary to law by a court of competent jurisdiction then such provision shall be modified to the extent necessary so as to best achieve the intent of the original provision and all other remaining provisions of the Agreement shall remain in effect.
14.8 Assignment. Each Party acknowledges that neither this Agreement nor the rights of use to the Software. Software Platform or Services granted under this Agreement may be assigned, transferred, sold or otherwise conveyed to any other person without the prior written consent of the other party, which shall not be unreasonably withheld. Provided, however, that Vibe HCM may assign this Agreement without Client’s consent in the event of a sale or transfer of ownership of a majority of its assets or stock, or, in the event of a merger, corporate reorganization or business consolidation. Vibe HCM agrees to give written notice to Client of any such assignment of this Agreement.
14.9 Force Majeure. A Party shall not be responsible for any delay in performance of the terms of this Agreement where such failure or delay is directly or indirectly caused by an act of God, war, insurrection, riot, fire, flood, explosion or other cause beyond the reasonable control of the Party, provided that the Party shall use all reasonable efforts in the circumstances to perform its obligations hereunder notwithstanding the occurrence of such force majeure event.
IN WITNESS WHEREOF, the Parties hereto have accepted this Agreement as entered into below by their duly authorized representatives with an Effective Date of the date of the last signature.