Terms and Conditions
These Terms and Conditions (these “Terms”) are between Core10, Inc. d/b/a Monarch Professional Services Group (“Monarch”) and the customer identified in any Order Document, statement of work or other ordering form that expressly incorporates these Terms by reference (each, an “Order Document”). These Terms and each Order Document together form the “Agreement.” The Agreement is effective as contemplated by the Order Document (the “Effective Date”). If there is a conflict between these Terms and Conditions and an Order Document, the Order Document will control.
1. GENERAL. These Terms and Conditions provide for terms that are common to this Agreement, including all Order Documents and Schedules.
2. SERVICES.
2.1 General. Monarch agrees to provide to Client services described in the Order Document that incorporates these Terms and Conditions by reference (together with any other services provided pursuant to this Agreement, the “Services”) to Client as set forth in an Order Document.
3. DELIVERABLES & ACCEPTANCE.
3.1 Deliverables. Monarch will provide the Deliverables to Client as contemplated in an applicable Order Document. “Deliverables” means and includes Work Product and Development Tools. “Work Product” means, other than Development Tools, all materials, including, but not limited to, software, programs, source code and object code, specifications, documents, abstracts and summaries thereof developed by Monarch for Client in connection with the Services. “Development Tools” means any materials, software, programs, source code, object code, routines, methodologies, processes, libraries, tools or technologies created, used by Monarch in its business generally, including all associated intellectual property rights.
3.2 Acceptance Testing. Client will have fifteen (15) days from delivery of a Deliverable to confirm it meets the Order Document requirements (“Acceptance Period”). If it does not, Client will notify Monarch and Monarch will have 30 days to correct the deficiencies. Upon re-delivery, Client will have 15 days to re-inspect. If the Deliverables again fail, Client may (a) repeat the acceptance process or (b) terminate with respect to those nonconforming Deliverables and obtain a refund of fees paid for them.
4. RESPONSIBILITIES OF THE PARTIES.
4.1 Monarch Obligations. Monarch shall (a) provide Client with progress reports as mutually agreed upon by the parties; (b) maintain all necessary licenses and consents and comply with all laws applicable to the provision of the Services; and (c) unless otherwise provided in an Order Document, Monarch shall provide, at its expense, all tools, materials, supplies, labor, and equipment necessary to perform the Services.
4.2 Client Obligations. Client shall cooperate with Monarch in all matters relating to the Services and appoint a Client employee to serve as the primary contact with respect to this Agreement (the “Client Contract Manager”). Client shall provide such access to Client’s premises, facilities, and systems as reasonably requested by Monarch. If Monarch is delayed by any act or omission of Client, Monarch is not liable for resulting costs or delays, and its performance deadlines will be extended accordingly.
5. IP RIGHTS.
5.1 Rights Reserved. Client and its licensors shall remain the sole owner of all rights, title and interests in and to the Client Data. All rights, title and interests, including all intellectual and proprietary rights, in and to the Development Tools and Monarch service marks, trademarks, trade names, logos, and any modifications to the foregoing (“Marks”) (and all suggestions, feedback, contributions, enhancements, improvements, additions, modifications, or derivative works thereto and copies thereof) remain with Monarch.
5.2. Work Product. Upon full payment hereunder, unless mutually agreed in writing, all Work Product will belong exclusively to Client, and Monarch hereby irrevocably assigns and transfers to Client all right, title and interest in and to the Work Product, including, without limitation, all intellectual property rights therein, and agrees, at Client’s expense, to execute all documents reasonably requested by Client for the purpose of applying for and obtaining domestic and foreign intellectual property protection.
5.3 Development Tools. Notwithstanding any provision of this Agreement to the contrary, all Development Tools will be and remain the sole property of Monarch. To the extent any Development Tools are necessary are included in the Deliverables and necessary for the use of the Work Product, Monarch hereby grants Client a non-exclusive, perpetual, irrevocable, worldwide license to use the Development Tools only to the extent necessary to exercise its rights in the Work Product. In addition, notwithstanding any provision of this Agreement to the contrary, Monarch will be free to use any ideas, concepts, or know-how developed or acquired by Monarch during the performance of this Agreement to the extent obtained and retained by Monarch’s personnel as impression and general learning. Nothing in this Agreement will be construed to preclude Monarch from independently, without reference to Client’s Confidential Information, acquiring, developing, marketing or enhancing for itself or others similar technology performing the same or similar functions as the technology used or created pursuant to this Agreement.
6. FEES AND PAYMENT TERMS.
6.1 Fees. Each Order Document specifies the fees for Services. Unless otherwise noted, fees are invoiced monthly and due within thirty (30) days of invoice.
6.2 Late Fees; Taxes; Offset. Undisputed amounts not paid when due may accrue a late fee of up to 1.5% per month (or the maximum rate permitted by law). Monarch may suspend Services if Client fails to pay undisputed amounts within thirty (30) days following notice from Monarch. Fees exclude taxes. Client is responsible for all applicable taxes or duties, except for taxes on Monarch’s income. Fees due may not be withheld or offset for any reason.
6.3 Price Changes. Monarch may adjust fees annually upon at least thirty (30) days’ prior written notice, not to exceed five percent (5%) or the then-applicable Consumer Price Index increase, whichever is greater.
7. RESOURCES. Monarch is responsible for hiring and compensating qualified personnel (including subcontractors, if any) to perform the Services. Monarch remains responsible for the acts and omissions of any subcontractors. If a Monarch resource must be reassigned, Monarch will coordinate with Client to find a suitable replacement. Rates or allocations may be adjusted as mutually agreed. During the Term of this Agreement and for six (6) months thereafter, neither party may solicit or hire any employee of the other who is directly involved in the Services, without the other party’s written consent. The development teams at Monarch are assigned to projects in increments of four (4) hours and will be assigned to projects at either 100% capacity of 50% capacity unless the Order Document designates otherwise. The professional teams are assigned to projects in increments of one (1) hour at a time and can be assigned at various levels of capacity. Resources are assigned for the designated time period and unless extended, will be reassigned following the conclusion of the engagement. If the Client wishes to retain the assigned team following the active Order Document, there will need to be an extension or new Order Document signed on or before 45 days prior to this Statement end date.
8. CONFIDENTIALITY
8.1 Disclosure. Each party may disclose to the other party certain Confidential Information of such party or of such party’s associated companies, distributors, licensors, suppliers, or customers. “Confidential Information” means any information that is of value to its owner and is treated as confidential, including trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing; “Disclosing Party” refers to the party disclosing Confidential Information hereunder, whether such disclosure is directly from Disclosing Party or through Disclosing Party’s employees or agents; and “Recipient” refers to the party receiving any Confidential Information hereunder, whether such disclosure is received directly or through Recipient’s employees or agents.
8.2 Requirement of Confidentiality. The Recipient agrees: (a) not to disclose Confidential Information of the Disclosing Party to any third party, provided that the Recipient may disclose the Confidential Information of the Disclosing Party to its, and its affiliates, officers, employees, consultants and legal advisors who have a “need to know” and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 8; (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations or as otherwise authorized under the Agreement; and (c) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party. The obligations in this Section 8 shall survive termination and continue for so long as the applicable information constitutes Confidential Information. Confidential Information does not include information that (a) was known without restriction prior to disclosure, (b) becomes public without breach, (c) is developed independently, or (d) is lawfully received from a third party. If compelled by law to disclose Confidential Information, the recipient will provide notice unless prohibited by law, so the discloser may seek protective relief.
8.3 Client Data; Data Use. “Client Data” means information, data and other content that is received from Client or an End User. Client hereby grants to Monarch a non-exclusive license to use and manipulate Client Data to the extent reasonably required in connection with this Agreement. Client warrants to Monarch that Client has the right to provide such Client Data to Monarch in accordance with this Agreement.
9. DATA SECURITY. Monarch will take commercially reasonable steps to protect Client Data against unauthorized access or disclosure and will comply with applicable data privacy laws. Monarch’s Data Security Policy is available to Client upon request.
10. WARRANTIES; DISCLAIMER.
10.1 Monarch Warranties. Monarch represents and warrants that (a) its Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) it has all necessary authority to enter into this Agreement; and (c) the Services will comply with applicable laws.
10. 2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, SERVICES ARE PROVIDED “AS IS.” EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT ARISING FROM A PARTY’S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER SECTION 8 (CONFIDENTIALITY), OBLIGATIONS UNDER SECTION 13 (INDEMNIFICATION) OR GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT OR FRAUD, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHETHER FORESEEABLE OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) AMOUNTS IN EXCESS OF THE AGGREGATE AMOUNTS PAID OR PAYABLE TO MONARCH PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. INSURANCE. During the Term, Monarch shall maintain at least the following coverage: (a) Commercial General Liability: $1,000,000 per occurrence, $2,000,000 aggregate; (b) Professional Liability (Errors & Omissions): $2,000,000 per occurrence, $2,000,000 aggregate; and (c) Umbrella Liability: $5,000,000 per occurrence, $5,000,000 aggregate. Monarch will, upon request, provide certificates of insurance to Client. Coverage is primary and not contributory, and subrogation rights against Client are waived.
13. INDEMNIFICATION.
13.1. Monarch Indemnification. Monarch shall defend Client and its officers, directors, employees, agents, successors and permitted assigns against any third party claim, suit, action or proceeding (each, an “Action”) arising out of Monarch’s or Monarch’s officers, employees, independent contractors, personnel, or authorized agents’ gross negligence or willful misconduct, and shall pay all settlements entered into and damages awarded against Client to the extent based on such an Action.
13.2 Client Indemnification. Client shall defend Monarch and its officers, directors, employees, agents, affiliates, successors and permitted assigns against all Actions based on a claim: (a) that any information or materials provided by Client (including Client Data), or Monarch’s receipt or use thereof, infringes any intellectual property right or misappropriates any trade secret of a third party or (b) arising out of Client’s or Client’s officers’, employees’, independent contractors’, personnel’s, or authorized agents’ gross negligence or willful misconduct, and shall pay all settlements entered into and damages awarded against Monarch to the extent based on such an Action.
14. TERM AND TERMINATION.
14.1 Term. This Agreement commences on the Effective Date and continues until all Order Documents are completed or terminated (the “Term”), unless the parties otherwise agree in a Order Document.
14.2 Termination. Either party may terminate (a) if the other party materially breaches this Agreement or an Order Document and fails to cure within thirty (30) days’ written notice, or (b) immediately if the other party is bankrupt or insolvent. A single Order Document may be terminated for breach specific to that Order Document, without terminating the entire Agreement.
14.3 Effect. Upon termination, all rights and obligations cease except that each party must return or destroy the other’s Confidential Information. Provisions intended by their nature to survive (such as confidentiality, indemnification, and limitation of liability) will remain in effect.
15. GENERAL. This Agreement is governed by the laws of the State of Tennessee, without regard to conflict-of-law principles. Monarch may reference Client’s name and logo in client lists or related marketing materials. Any conflicting or additional terms in Client’s purchase orders or other documents are void. Notices must be in writing and are deemed given upon (i) hand delivery, (ii) registered or certified mail, or (iii) delivery by a nationally recognized courier, to the addresses specified in the applicable Order Document. Neither party may assign or transfer this Agreement without the other’s written consent, except to an affiliate or successor of all or substantially all of its assets; Monarch remains responsible for its subcontractors. If any provision is deemed invalid, the remaining provisions remain in effect. The prevailing party in a dispute arising from this Agreement is entitled to reasonable attorneys’ fees. This Agreement, including all Order Documents and attachments, constitutes the entire agreement between the parties regarding its subject matter and supersedes any prior or contemporaneous agreements. No amendment or waiver is valid unless in writing and signed by both parties. Neither party is liable for delays or failures caused by events beyond its reasonable control. This Agreement benefits only the parties and their permitted successors or assigns. The parties are independent contractors. Nothing herein is intended to create a partnership or joint venture. This Agreement may be executed in counterparts (including electronically), and all counterparts together constitute one instrument.
Last Updated Date: August 1, 2025