Contractural Terms and Conditions

Sanctum Technologies LLC d.b.a. Sanctum Federal an Arizona Limited Liability Corporation, with offices at 530 E. Hunt Hwy Ste 103-440 San Tan Valley, AZ 85143 (herein referred to as “Sanctum”); and Company.

Within this Agreement, Sanctum and Company will be referred to collectively as the “Parties” and the term “Party” shall refer to either of them as the context permits.

Whereas Sanctum owns or controls know-how, trade secrets, and other proprietary information necessary or useful in the definition, design, and implementation of an OEM Product based US Federal Government focused Federal Business Plan.

Whereas, Company desires to use such services provided by Sanctum under the terms and conditions of this Agreement; and

Whereas the Parties agree that the terms of this Agreement are wholly independent and unrelated to any agreements previously entered into, between the Parties;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth in this Agreement, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

7.1.1 Definitions

7.1.1.1 Original Equipment Manufacturer (“OEM”)– a company that produces parts and equipment that may be marketed by another manufacturer or directly to a customer.

7.1.1.2 Pre-Approved Expense – Any expense in support of this contract, paid by Sanctum, that has written approval from Company to spend. This may include travel, trade show expenses, meals, or other business-related expenses.

7.1.1.3 Reseller – Resellers that have a sales presence, contract vehicle, or contracts with US Federal Government customers.

7.1.2 Payments

All payments will be made in advance of services performed unless otherwise stated in this proposal.
Payments received by the Sanctum will be considered earned upon receipt of payment and are not be refundable for any reason.
Pricing will not change during the base year. Pricing may increase by up to 15% Each option year at the discretion of Sanctum.

7.1.3 Travel Expenses

Sanctum will only incur travel when deemed necessary for the completion of this contract a will make every attempt to use other, less expensive methods, to accomplish objectives prior to requesting travel. All travel in support of this contract shall be pre-approved by Company and will be reimbursable in accordance with section 7.1.2.
Pre-approved travel will be booked and modified at the sole discretion of the Sanctum.
Email approval from Company representative will be considered adequate approval necessary to incur and be reimbursed for any travel expenses.

7.1.4 Term

This contract shall start on the Effective Date, and it shall be effective for a period of 1 year after the Effective Date. The contract will then automatically renew for the first of four option years.

7.1.5 Termination

Either party may terminate this Agreement without cause and for its own convenience, by providing written notice of termination at least thirty (30) days in advance, specifying the extent to which the Agreement is so terminated and the date upon which such termination becomes effective.

7.1.6 Indemnity

Neither Party shall have recourse against the other Party for any loss, liability, damage, or costs which may at any time be suffered or incurred by reason of or in consequence of the exercise of any right granted by the other Party. Each party further agrees that it will forever indemnify and hold the other Party and its officers, directors, agents, employees, and affiliates harmless against any and all claims, liabilities, lawsuits, threats, damages, or expenses (including reasonable attorneys’ fees and costs) that either Party may suffer, incur or sustain or resulting from any claims demands, actions and other proceedings by any third party arising from the use, performance, or perceived knowledge of the either Party.

7.1.7 Warranty Disclaimer

Company agrees that the Sanctum’s past performance does not guarantee future success. Sanctum makes no representation to Company regarding the efficacy, usefulness, accuracy, or results obtained from the use of the services and information rendered by Sanctum. The Services Performed by Sanctum are delivered to Company “AS IS”. Other than expressly provided in this Agreement, Sanctum makes no representation, nor extends any warranties of any kind and assumes no responsibility or liability whatsoever with respect to the use, accuracy or sufficiency of the Services performed and the information delivered. SANCTUM EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED.

7.1.8 Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY: INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, SPECIAL DAMAGES, INDIRECT DAMAGES, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF BUSINESS OPPORTUNITY, LOSS OF PROPERTY OR CAPITAL, OR OTHER DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY EITHER PARTY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND THE PARTY’SPARTY’S REASONABLE CONTROL; OR CLAIMS MADE SUBJECT OF A LEGAL PROCEEDING AGAINST EITHER PARTY MORE THAN TWO (2) YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EACH PARTY’SPARTY’S TOTAL LIABILITY IN THE AGGREGATE UNDER THE TERMS OF THIS AGREEMENT, WHETH UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR ANY OTHER LEGAL THEORY SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED $10,000.00 (TEN THOUSAND US DOLLARS). THE RIGHT TO SUCH MONETARY DAMAGES SHALL BE IN LIEU OF ALL OTHER REMEDIES THAT COMPANY MAY HAVE AGAINST THE OTHER PARTY. THIS LIMITATION IS SEPARATE AND INDEPENDENT OF ANY OTHER REMEDY LIMITATIONS AND SHALL NOT FAIL IF SUCH OTHER LIMITATION OR REMEDY FAILS.

7.1.9 Notices.

Any notice or other communication required or permitted hereunder shall be in writing, via email or US Mail. Any communication shall explicitly refer to this Agreement.

7.1.10 Severability.

Except for the limitation of damages and liability, limitation of remedy and other similar provisions, in the event, that any provision of this Agreement (or portion thereof) is determined by a government agency, arbitrator, or court of competent jurisdiction to be invalid or otherwise held unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect.

7.1.11 Survivability.

Provisions of the Agreement that by their nature should continue in force beyond the completion or termination of the Agreement will remain in force. At a minimum, sections 7.1.7 Indemnity, 7.1.8 Warranty Disclaimer, 7.1.9 Limitation of Liability, 7.1.13 Choice of Law

7.1.12 Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Deleware, U.S.A. without regards to conflicts of law principles

7.1.13 Name and Logo

Limited Right to Use Name and Logo. Company hereby grants to Sanctum the express right to use Company’s name and Company’s logo in marketing, sales, financial, and public relations materials, and other communications solely to identify Company as a Sanctum customer. This obligation will persist after termination of the Agreement.

7.1.14 Press Release.

The Company agrees to allow Sanctum to issue a press release solely to identify Company as a Sanctum customer.

7.1.15 Captions/Headings.

The section headings contained in this Agreement are for purposes of reference only and shall in no way define, limit, construe, describe or otherwise affect the construction of any provisions of this Agreement.

7.1.16 Costs.

Each Party shall bear its own costs and expenses in performing their respective obligations under this Agreement.

7.1.17 Counterparts.

The Parties may execute this Agreement in counterparts and in duplicate, with each receiving a copy with original signatures from the other Party and retaining a copy of the original signatures by such Party. Execution of this Agreement in this manner shall be as binding as if the Parties had both executed this Agreement on the same page.

7.1.18 Training Scheduling

At Sanctum’s sole discretion, Sanctum will make its best effort to reschedule training that was paid for but missed due to the student’s schedule.
Training will not be rescheduled for students that begin class and are "pulled away" or students that do not notify Sanctum of their inability to attend their scheduled class within five (5) business days prior to class.
Training dates may be changed at any time by Sanctum Federal for any reason.

7.1.19 Use of Materials

Company agrees that training, the training content, and the student guides ("Materials") are proprietary to Sanctum Technologies LLC and are supplied for the Purpose of Sanctum Technologies LLC to train people how to sell products and services to the federal government. Company agrees they will not use the Materials for any other Purpose.
Company will not copy, reproduce, modify, republish, upload, download, post, sell, lease, license, rent, transfer, or in any manner any Materials.

7.1.20 Creative Ideas

If Company employee sends or otherwise provides to Sanctum any creative ideas, suggestions, proposals, plans, or other materials, you agree that: (1) Your submissions and their contents will automatically become the property of Sanctum, without any compensation to you; (2) Sanctum may use or redistribute the submission and/or their contents for any purpose and in any way; (3) there is no obligation for Sanctum to review the submission; and (4) Sanctum is under no obligation to keep any submission confidential.