Last Updated: September 10, 2025
MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT (“MSA”) GOVERNS CLIENT’S ACQUISITION AND USE OF SERVICES PROVIDED BY OR ON BEHALF OF SWORD HEALTH, INC. AND/OR ITS AFFILIATES (”Sword”). IF CLIENT REGISTERS FOR A FREE TRIAL OF SERVICES, THE APPLICABLE PROVISIONS OF THIS MSA WILL ALSO GOVERN THAT FREE TRIAL. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
THIS MSA IS ACCEPTED BY A CLIENT BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS MSA, OR (3) USING FREE SERVICES. THE INDIVIDUAL ACCEPTING THIS MSA REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THE CLIENT, WHERE “CLIENT” SHALL REFER TO SUCH CLIENT ENTITY AND ITS AFFILIATES.
This MSA was last updated as of the date shown above. It is effective between Client and Sword as of the date of Client’s accepting this MSA (the “Effective Date”).
1. SERVICES.
1.1. Order Form; Provision of Services. Sword shall provide multi-component digital health and wellness services (“Services”) to Client, and to Client’s eligible personnel (“Participants”) that choose to enroll in the Services, in accordance with this MSA, and as more fully described in an applicable ordering document or online order specifying the Services to be provided hereunder that is entered into between Client and Sword or any of their affiliates, including any addenda and supplements thereto (“Order Form”). Each Order Form shall include, at a minimum, the applicable Services selected, pricing and duration. No Order Form shall be deemed binding until accepted by both parties. Subject to the terms of this MSA, Sword permits Client and Participants to access and use Sword’s proprietary platform comprised of websites, mobile apps, devices and other technology and services (“Platform”) as set forth in an applicable Order Form. Sword shall maintain complete and accurate records concerning the provision of the Services, as required by applicable law.
1.2. Client Responsibilities. Client shall provide to Sword accurate Client and Participant information and data as necessary for the purposes of eligibility, use and promotion of the Services, including updates thereto from time to time, and Client shall obtain all rights and necessary consents to provide and use such information and/or data as contemplated herein.
1.3. Provider Entities. Client acknowledges that portions of the Services are provided by Sword in connection with professional corporations (“PCs”) that are “covered entities” (as defined by HIPAA) that (i) provide certain components of Services using clinical and non-clinical personnel (collectively, “Specialists”) and (ii) have entered into contracts with Sword, pursuant to which Sword provides administrative, management, and technology services. For clarity, a Specialist may be a licensed physical therapist, a pelvic health specialist, a wellness specialist, a psychologist, or other appropriate professional, as required by the particular Services. Those Specialists who deliver clinical services hold appropriate credentials and/or licenses as necessary for the Services being provided to Participants hereunder. Sword does not exercise any control over the clinical judgment of any licensed Specialist.
1.4. Dependencies. The parties agree that Sword’s ability to provide the Services is dependent upon and subject to (i) Client’s cooperation in providing necessary information and assistance as provided in this MSA or as reasonably requested by Sword, (ii) any changes in the scope of a relevant Order Form or other dependencies, if any, identified in an Order Form, and (iii) changes in applicable law. A delay in Sword’s performance of the Services shall be excused to the extent such delay is reasonably caused by Client (or its affiliates or agents) or Participants, and Sword shall inform Client of any such occurrence, if known by Sword, within a reasonable time. In addition, Client acknowledges that Participants must have a sufficient internet connection and recent compatible iOS or Android mobile device to access the Platform and use Services, and Sword shall not be responsible or liable for a Participant's inability to access or use Services due to insufficient internet access or mobile devices.
1.5. Service Updates and Changes. Sword continuously improves the Services and Platform, and may deploy updated or different versions or features, or test new modules or devices, with Participants from time to time at the sole discretion and cost of Sword, provided that the level of Services under an active Order Form shall not materially differ from those set forth in an Order Form. In addition, Sword may offer new or enhanced Services or Platform features from time to time, and Sword will provide notice to Client and Participants related to such offerings, including, as necessary, any supplemental terms. Sword reserves the right at any time, in its sole discretion, to change or discontinue all or a portion of the Services or Platform to comply with applicable law, and Sword shall use reasonable efforts to provide Client with advance notice thereof.
2. FEES; PAYMENT TERMS.
2.1. Invoices. Sword will invoice Client monthly for the Services fees as set forth in the applicable Order Form. Such fees are stated exclusive of applicable taxes, duties, or other regulatory or governmental charges or fees which may be assessed on the Services or Platform, all of which are the responsibility of Client. All payment obligations are non-cancelable and fees paid are fully-earned and non-refundable.
2.2. Payment. Client shall pay to Sword the Services fees due within thirty (30) days after Client receives an invoice in accordance with this section, unless otherwise specified in the applicable Order Form. Client’s account will be considered delinquent (in arrears), and Client in breach, if payment in full of all amounts not otherwise subject to a good faith dispute is not received by the due date. If any undisputed amount is overdue, Sword may, in its sole discretion, charge interest at the rate of 2% of the outstanding balance per month or the maximum rate permitted by law, whichever is greater, from the date such payment was due until the date paid. The parties agree to work in good faith to resolve any disputes regarding the fees due under this section within sixty (60) days of the invoice date. Sword reserves the right to suspend or terminate all or a portion of the Services under this MSA when undisputed fees due under this section are more than sixty (60) days in arrears.
2.3. Claims Billing. Upon request from Client Sword may attempt to process all fees owed hereunder as medical claims through Client’s third-party administrator (“TPA”). Client shall provide or cause to be provided all accurate information necessary to Sword in order for Sword to process the claim with Client’s TPA (e.g. full legal name of Participant, Participant’s ID number, Participant’s date of birth). If Sword uses reasonable efforts to attempt to collect fees from the TPA and, for any reason, Sword is unable to collect any amounts owed to Sword by Client under this Order Form from the TPA, then Sword may directly invoice such amounts to Client in accordance with Section 2.1 of this MSA and Client agrees to pay such amounts in accordance with Section 2.2 of this MSA. If Client does not implement claims based billing upon the launch of an Order Form, Client must provide Sword no less than sixty (60) days prior notice to implement claims based billing.
3. TERM; TERMINATION.
3.1. Term. This MSA shall commence the date the Customer first accepts it and continues until all Order Forms hereunder have expired or been terminated (“Term”).
3.2. Termination for Cause. Either party may terminate this MSA for cause: (i) upon thirty (30) days written notice to the counterparty if such counterparty materially breaches this MSA and such breach remains uncured at the expiration of a thirty (30) day period, (ii) immediately if the counterparty becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or (iii) immediately f a counterparty violates its confidentiality obligations hereunder. In addition, Sword may terminate any applicable Order Form upon Client’s failure to pay any undisputed amounts owed to Sword under such Order Form overdue by more than sixty (60) days.
3.3. Effect of Termination. The termination of this MSA for cause shall terminate all Order Forms then in effect. In no event shall any termination relieve Client of the obligation to pay any undisputed fees payable to Sword for the period prior to the effective date of termination.
4. CONFIDENTIAL INFORMATION.
4.1. “Confidential Information” means all information that one party (or its affiliate) discloses to the other party (or its affiliate) under this MSA or any Order Form that is marked as confidential or would reasonably be considered confidential information under the circumstances, provided that it does not include information that (i) is independently developed by the recipient, (ii) is rightfully given to the recipient by a third party without confidentiality obligations, or (iii) becomes public through no fault of the recipient.
4.2. Confidentiality & Non-Disclosure. With respect to the Confidential Information of the other party, each party agrees: (i) to only use such Confidential Information for the purposes of the performance of its obligations and exercise of its rights under this MSA; (ii) to not disclosure such Confidential Information to any third party without the other party's prior written consent, other than to its authorized employees and officers, directors, contractors, and agents, and those of its affiliates, in each case subject to written confidentiality obligations not less protective than this paragraph (collectively, the “Representatives”) on a need-to-know basis; and (iii) to take measures that, in the aggregate, are no less protective than those measures it uses to protect the confidentiality of its own comparable Confidential Information, but in no event will either party exercise less than reasonable care. A party may disclose Confidential Information of the other party when legally compelled by a court or other government authority, provided that, to the extent permitted by law, the recipient will promptly provide the discloser with sufficient notice of all available details of the legal requirement and reasonably cooperate with the discloser’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as the discloser may deem appropriate. For the avoidance of doubt, the parties agree that where a party is in reasonable compliance with the requirements of this Section, the unauthorized access to or acquisition of data by a third party due to a data breach shall not be deemed a breach of this MSA.
4.3. Non-Disclosure of MSA. Except as expressly set forth in this MSA, both parties agree that they will not disclose the terms of this MSA or any Order Form (including pricing) without the written consent of the other party; provided, however, that nothing in this MSA will prohibit disclosure: (i) to either party's Representatives on a need-to-know basis; (ii) as may be required to enforce or defend any action regarding the provisions of this MSA; (iii) as may be required by law or rules of a regulatory body or governmental regulation; or (iv) in connection with any legal, governmental or regulatory proceeding so long as the recipient complies with other sections of this MSA as applicable.
4.4. Remedies. The parties each agree that any disclosure of Confidential Information of the other party in violation of this MSA could cause irreparable harm, the amount of which may be extremely difficult to estimate, thus making any remedy at law or in damages inadequate. Thus, notwithstanding other provisions of this MSA, the party whose Confidential Information has been disclosed will be entitled to apply for any injunctive relief, or other order restraining any breach or threatened breach of confidentiality, and for any other relief as such party deems appropriate. This right will be in addition to any other remedy available in law or equity.
5. PROPRIETARY RIGHTS.
5.1. “Intellectual Property” or “IP” means rights in patents, copyrights, trademarks, trade secrets, and database rights and in any other intellectual property rights (registered or unregistered) throughout the world.
5.2. Ownership of IP. This MSA does not transfer any ownership of Intellectual Property, except for reports that may be provided by Sword to Client as set forth in an Order Form, which shall be the property of Client. All right, title and interest in and to any IP and related rights that are owned by a party prior to the execution of this MSA will remain owned by such party. Client acknowledges that the Services and Platform use Sword’s IP. Notwithstanding any provision to the contrary herein, nothing in this MSA shall be construed to, and Client shall take no steps that would, impair, qualify, diminish, limit, transfer, license, assign or otherwise modify, in whole or in part, Sword’s rights in its IP or the Services or Platform.
5.3. Improvements; Feedback. All right, title and interest in and to any modifications, improvements, alterations, or updates to the Platform or Services and all IP rights related thereto, whether created, conceived or made by Sword, Client or any third party shall be exclusively owned by Sword. Without limiting the foregoing, Sword shall have the unrestricted right to use for any purpose, commercial or otherwise, any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Client concerning the Platform or Services (“Feedback”), without any obligation of compensation or attribution to Client or any third party, provided that Client makes no representations or warranties regarding any Feedback and Sword’s use of such Feedback is at its sole risk.
5.4. Use of Marks. Each party grants to the other party the right to use the granting party’s trademarks, service marks and logos (“Marks”) during the Term solely (i) in the case of Sword, for the purposes of creating and using materials for Participants, and communicating with Participants as permitted in this MSA, and identifying Client as a Sword customer on Sword’s websites or other promotional materials, (ii) in the case of Client, for the purposes of creating and using materials and communicating with Participants as permitted in this MSA, and (iii) in the case of either party, as expressly approved in writing (which may be by email) and in advance by the granting party; provided, that in all cases a party’s use of the other party’s Marks shall inure to the benefit of the granting party, and shall comply with any trademark usage guidelines provided to the using party by the granting party.
5.5. Restrictions on Use of Platform. Client shall not use, nor authorize any third party to use, the Platform for any purposes other than as intended and as set forth in this MSA. Client shall not (i) copy or duplicate the Platform; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code or algorithms from which any component of the Platform is compiled or interpreted; (iii) modify the Platform or the Sword name or logo, or create any derivative products from any of the foregoing, except with the prior written consent of Sword; or, (iv) except as expressly allowed by Sword, assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, the Platform or Client’s rights to use the Platform under the licenses granted herein. Client shall use the Platform, any information or data provided by Sword, and the Sword name and logo, only as permitted in this MSA and in compliance with all applicable laws. Client acknowledges that this MSA grants certain rights to access the Platform, as hosted by Sword, but nothing in this MSA may be construed to require delivery of a copy of the software underlying the Platform (in either source or object form) or to grant Client any right to obtain such a copy. In the event that Sword detects or reasonably suspects unlawful activity, security concerns or misuse with respect to the Services or Platform, Sword may, directly or indirectly, and by use of any lawful means, suspend, terminate or otherwise deny Client or any Participant, or any other person or entity, access to or use of all or any part of Services or Platform for a reasonable period of time, without liability to Client or any Participant.
6. DATA RIGHTS AND COMPLIANCE.
6.1. PC Data. Client acknowledges that data provided directly to the PCs by Participants during and/or in anticipation of delivery of the Services (“Participant Derived Data”) will be governed by the PC’s Notice of Privacy Practices and other required or optional agreements or consents entered into by the Participant as a condition of delivery of the Services or to comply with applicable laws. Participant Derived Data may be collected via the Platform on behalf of the PCs. Client also acknowledges that (i) disclosure of Participant Derived Data to Client is subject to applicable laws, and may require Participant consent or authorization and written client request, (ii) Participant Derived Data shall not be considered Client data, and (iii) the PCs shall have all rights to use such Participant Derived Data (in all forms) in accordance with applicable laws. Sword will have the right to make use of data governed by this MSA as specified in this MSA and applicable business associate agreements.
6.2. Client Data. Subject to the rights granted to Sword in this MSA, Client shall own all right, title and interest in and to all data that is provided or made available to Sword or its affiliates by Client, its affiliates, or by any other third parties on behalf of Client, in the performance of this MSA. Client and Sword will comply with the requirements and obligations in a separate written Business Associate Agreement (“BAA”) entered into between the parties related to such Client data, provided that if the parties have not entered into a separate written BAA, then Client and Sword each agree to the terms in the Sword BAA set forth at [URL] related to such Client data. The foregoing notwithstanding, Sword shall have the right to de-identify personally identifiable information in such Client data in accordance with applicable law, and use such de-identified data for any legal purpose. Furthermore, if Sword Processes any Personal Information in connection with the Client Services then the Sword Data Processing Terms available at: [URL] shall apply.
6.3. Information Security. Sword will use commercially reasonable technological security infrastructure and procedures for the purposes of protecting the integrity, confidentiality, and security of, and unauthorized alteration, corruption, use of, or access to, the Platform, as set forth in the Information Security exhibit (available at: legal.swordhealth.com/client/infosec-exhibit), as may be updated by Sword from time to time. Each party agrees that it will promptly disable, remove, and use reasonable efforts to mitigate the effects of, malicious or other harmful code of which it becomes aware on its systems that would affect the retrieval, execution or disclosure of data from or to the Platform or any Client platform, or could otherwise harm the other party’s systems. Client will, and will require its partners to, use reasonable and appropriate safeguards to prevent security breaches and protect its servers from unauthorized access.
7. REPRESENTATIONS AND WARRANTIES.
7.1. Mutual. Each party represents and warrants to the other party that: (i) it is in good standing and has full power and authority to enter into and perform this MSA; (ii) it has obtained all necessary authorizations and consents to share data with the other party as contemplated by this MSA; and (iii) it will comply with all applicable laws in performance of this MSA, including but not limited to federal and state anti-kickback and self-referral laws and regulations and other federal and state laws governing waste, fraud, and abuse.
7.2. By Sword. Sword represents and warrants to Client that: (i) the Services will be performed in accordance with applicable professional standards and requirements; (ii) all Specialists performing clinical services as part of Services hold the required professional licenses issued by the professional licensing boards or agencies in the jurisdictions where they practice; and (iii) any devices provided by Sword as part of the Services shall function substantially in accordance with the provided documentation and be free from material defects, provided such devices are used as directed and not modified or damaged.
8. WARRANTY DISCLAIMERS.
8.1. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SWORD: (i) HEREBY DISCLAIMS ALL WARRANTIES REGARDING THIS AGREEMENT OR THE SERVICES OR PLATFORM, EXPRESS, IMPLIED, OR BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) DOES NOT WARRANT THAT THE SERVICES OR PLATFORM WILL MEET CLIENT’S OR ANY PARTICIPANT’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES OR PLATFORM WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ERRORS WILL BE CORRECTED; AND (iii) PROVIDES THE SERVICES AND PLATFORM ON AN “AS-IS” AND “AS AVAILABLE” BASIS ONLY.
8.2. DISCLAIMER PERTAINING TO DEVICES. TO THE EXTENT THAT THE SERVICES INCLUDE THE PROVISION OF DEVICES BY SWORD, SUCH DEVICES ARE PROVIDED WITHOUT ANY PASS-THROUGH OR THIRD-PARTY WARRANTY. CLIENT’S EXCLUSIVE REMEDY FOR A DEFECTIVE OR NONCOMPLIANT DEVICE SHALL BE THE REPLACEMENT OR REPAIR OF SUCH DEVICE, AT SWORD’S DISCRETION.
9. INDEMNIFICATION.
9.1. Mutual. Subject to Section 9.2 below, each party hereby agrees to indemnify, defend, and hold harmless the other party, and its affiliates, and their officers, directors, agents, and employees, from and against any liabilities, damages and costs (including reasonable attorneys’ fees and expenses), related to claims or causes of action brought by a third party against such other party arising from the gross negligence, willful misconduct or noncompliance with applicable laws by the indemnifying party.
9.2. Indemnification Procedure. An indemnifying party’s obligation to indemnify shall be conditioned upon: (i) prompt written notice of any claim or the commencement of any action subject to indemnification hereunder; (ii) reasonable assistance provided by the indemnified party to settle or defend such claim; and (iii) the indemnifying party being granted the right to sole control the defense and/or settlement of such claim, at the indemnifying party’s own expense; provided, however, that: (a) the failure to notify, assist or grant such control will only relieve the indemnifying party of its obligation to the extent that the indemnifying party is prejudiced thereby; (b) the indemnified party will not, without the indemnifying party’s consent (not to be unreasonably withheld), agree to a judgment or settlement that requires an admission by the indemnified party or consents to any injunction against the indemnified party; and (c) the indemnified party may, at its expense, participate in any proceeding to contest and defend a claim and to be represented by legal counsel of its choosing, but will have no right to settle a claim without the indemnifying party’s written consent.
10. LIMITATIONS OF LIABILITY.
10.1. NO CONSEQUENTIAL DAMAGES. NEITHER PARTY NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, AND LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS MSA OR ANY SERVICES HEREUNDER.
10.2. LIMITATION OF LIABILITY. EACH PARTY’S LIABILITY TO THE OTHER RELATING TO THIS MSA, AND EACH PARTY'S PERFORMANCE OR NONPERFORMANCE HEREUNDER, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR OTHERWISE, WILL BE LIMITED IN THE AGGREGATE TO THE FEES PAID OR PAYABLE BY CLIENT PURSUANT TO THIS MSA (AND ANY ORDER FORM) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. OTHER THAN CLAIMS FOR PAYMENT OF AMOUNTS OWED OR FOR BREACH OF CONFIDENTIALITY TERMS OR THE TERMS PROTECTING SWORD IP, ALL CLAIMS SHALL BE MADE WITHIN TWELVE (12) MONTHS FOLLOWING THE DATE ON WHICH THE CLAIMING PARTY HAD REASONABLE NOTICE OF THE CLAIM. NOTHING IN THIS MSA SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY TO THE EXTENT THAT IT MAY NOT BE EXCLUDED UNDER APPLICABLE LAW.
10.3. Rights to Receive Fees. The liability limitations in this section shall not apply to Client’s obligations to pay to Sword fees due for Services pursuant to this MSA.
11. INSURANCE.
During the term of this MSA, Sword will obtain and maintain insurance in the types and minimum amounts outlined below to insure against claims that may arise from or in connection with the performance of Services: (a) Commercial General Liability: $1,000,000 per occurrence and $2,000,000 general aggregate, and (b) Cyber and Privacy Liability: $5,000,000 each occurrence and in the aggregate. Such insurance shall be issued by insurance companies with a minimum A.M. Best rating of “A“. In no event shall the foregoing coverage limits affect or limit in any manner either party’s contractual liability for indemnification or any other liability of either party under this MSA.
12. MISCELLANEOUS.
12.1. Assignment. Neither party may assign this MSA (or any of its rights or obligations hereunder) without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Sword (i) may assign this MSA without Client’s consent to a third party to whom Sword has transferred all or substantially all of its assets; a majority of such party’s outstanding equity securities; or is the surviving entity in any merger; and (ii) shall provide prompt (and where practicable, prior) written notice to Client of any such assignment.
12.2. Force Majeure. In the event that either party shall be delayed or hindered in or prevented from the performance of any act required hereunder (other Client’s obligation to pay fees) by reasons of strike, lockouts, inability to procure materials, failure of power, restrictive government or judicial orders, pandemic, riots, insurrection, terrorism, war, acts of God, fire, flood, or other reason or cause beyond the reasonable control of and without the fault or negligence of such party (a “Force Majeure Event”), then performance of such act shall be excused for the period of such Force Majeure Event. Either party may terminate this MSA upon written notice to the other party if the period of any such non-performance due to a Force Majeure Event exceeds thirty (30) days. Each party agrees to give the other party prompt written notice of the occurrence of any Force Majeure Event, the nature thereof, and the extent to which the affected party will be unable fully to perform its obligations hereunder. Each party further agrees to use reasonable efforts to correct the Force Majeure Event as quickly as possible and to resume performance hereunder promptly upon cessation of the Force Majeure Event.
12.3. Export Compliance. The Services, Platform and other Sword technology may be subject to export laws and regulations of the United States and other jurisdictions that prohibit or limit use in certain jurisdictions. Client and Participants may be denied access to Services or the Platform in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. Sword and Client each represent that it is not on any U.S. government denied-party list.
12.4. Subcontractors. Client agrees that Sword may subcontract the performance of certain obligations under this MSA without notice to, or consent of, Client, provided that Sword remains fully responsible for the performance of such subcontractors and shall be responsible for all acts and omissions of such subcontractors related to this MSA.
12.5. Waiver. Failure of either Party to insist in any instance upon strict performance by the other Party of any term or condition of this MSA shall not be construed to be a permanent waiver of such or any other term or condition of this MSA.
12.6. Severability. If any provision of this MSA is declared invalid, in whole or in part, by an authorized tribunal, then for purposes of such proceeding, such provision (or part thereof) shall be amended so as to become enforceable consistent with its original intent, or if such amendment is not possible, then it shall be stricken and deemed omitted; in either case, the remaining provisions of this MSA shall remain in full force and effect.
12.7. Inconsistent Order Form Terms. To the extent that any term in an Order Form is inconsistent with a term in this MSA, then the term in the Order Form shall govern solely with respect to the Services covered by that Order Form.
12.8. Independent Contractors. Nothing contained in this MSA shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. In no event shall either party have the right to bind the other party except as may be expressly provided for herein. Each party controls and is responsible for the actions of its employees and subcontractors.
12.9. Public Announcements. Except as expressly provided herein, neither party will use for publicity, promotion or otherwise, any logo, name, trade name or trademark of the other party or its affiliates, or any abbreviation or adaptation of the same, or the name of any employee or agent of the other party, without that party’s prior consent, provided that while Sword is providing Services to Client, Sword shall be entitled to identify Client as a Sword customer to third parties in Sword’s materials.
12.10. Survival. All payment obligations and the following sections of this MSA shall survive expiration or termination of this MSA: Sections 2, 3.3, 4-10, and 12.
12.11. Governing Law, Venue. This MSA shall be governed by and construed in accordance with the laws of the state of Delaware, excluding its conflict of law rules. Client agrees that it will bring any action, suit, or proceeding arising out of or relating to this MSA and/or the Services will be brought exclusively in the state or federal courts located in the State of Delaware, and Client hereby irrevocably submits to the jurisdiction of such courts. Sword may bring any action, suit, or proceeding arising out of or relating to this MSA and/or the Services in (a) the state or federal courts located in the State of Delaware, or (b) the state or federal courts located in the state of Client’s primary place of business or its state of incorporation, and Client hereby irrevocably submits to the jurisdiction of such courts as well.
12.12. Dispute Resolution. In connection with any dispute arising out of or relating to this MSA, the parties will attempt in good faith to resolve such dispute by negotiation with a representative from each party, if such dispute remains unresolved after twenty (20) business days either party may resort to litigation or, upon mutual agreement of the parties, another dispute resolution forum. Notwithstanding the foregoing, either party may seek remedies in any court of competent jurisdiction located in the State of Delaware, USA, to protect its IP or Confidential Information.
12.13. Notices. Notices to either party to this MSA shall be given by overnight courier, by hand, or via email (provided that email shall not be an acceptable notice method for notices of non-renewal/termination, breach, and claims of indemnity), and shall be deemed received on the day of delivery if delivered during normal business hours, or the next following business day if delivered after normal business hours. Notices must also be sent by email in parallel to be deemed as received. Delivery of all notices shall be made (i) to Sword at 169 Madison Ave, Suite 15501, New York, NY 10016, Attn: Legal Department, email: legal-notices@swordhealth.com (ii) to Client at the address and email address listed on the most recent Order Form or, if such fields are incomplete, to the address and email address on file in Sword’s records.
12.14. Entire Agreement; Construction. This MSA (including any Order Form and the other documents incorporated herein by reference) constitutes the entire agreement between the parties with respect to the Services and supersedes any prior or contemporaneous agreements or understandings, whether written or oral, relating to the matters covered hereunder. This MSA is provided via weblink, and the most recent version of this MSA posted as of the date Client signs an Order Form shall apply. Sword may modify this MSA at any time, however such modified terms will only become effective upon the earlier of (i) the renewal of an Order Form; (ii) or the date which Client enters into a new Order Form referencing this MSA at which time such most recent MSA shall govern the use of all of Services. Any other modification of the terms and conditions of this MSA must be in writing and signed by an authorized representative for each party. Headings used in the MSA are for reference purposes only and shall not be deemed a part of the MSA.
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End of Master Services Agreement