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SECTION 1. DEFINITIONS "Agreement" means this Master Software and Services Agreement, the Work Orders issued hereunder, and all Attachments and Exhibits attached hereto. "Assumption" means facts that form the basis of services provided as set forth in a Work Order. "Business Day" means a single 8 hour period occurring on a Monday, Tuesday, Wednesday, Thursday or Friday, 9:00am CST to 5:00pm CST, excluding holidays per §15(b) below. Unless specified in a Service Order, ImageTrend personnel will only perform services during Business Days. "Business Week" means a 5 day period, beginning Monday at 9:00am CST and ending Friday at 5:00pm CST, excluding holidays per below. "Confidential information" means the proprietary products and trade secrets, including, but not limited to, computer software, code, technical parameters, price lists, methods of pricing, customer lists, designs, software documentations, manuals, models and account tables, and any and all information maintained or developed. Information shall be considered Confidential Information if it is identified in writing as confidential or proprietary, or if disclosed verbally or visually in discussion, upon written notice specifying and describing the nature of the orally disclosed Confidential Information at that time, or within fifteen (15) days of such disclosure. "Commercial Off The Shelf" or "COTS" means pre -designed software products which are made available for sale by ImageTrend to many customers. COTS is mutually exclusive to Custom Software or Custom I P. "Modified Off The Shelf" or "MOTS" means a derivative work of ImageTrend COTS Software. "Custom IP" or "Custom Software" means software products, or other Intellectual Property, which is designed for a specific purpose, for a specific customer or Client. "Deliverable" means an intangible or tangible product, material, or service produced as a result of a Work Order, and each Deliverable is specified in the corresponding Work Order from which it is produced. "Disclosing Party" means the party disclosing Confidential Information to the other party, see also Receiving Party. "Effective Date" means the date upon which the last party has signed and executed this Agreement. "Fixed Fee" means a fixed amount of compensation due in return for a fixed Deliverable. "Intellectual Property" means any intellectual property or proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks, trade dress, service marks, certification marks, logos, trade names, brand names, corporate names, assumed names REV: 06-15-2020 PR ATTY/AGR.2020.099/ImagTrend, Inc. (Page 2 of 32)