Services Terms and Conditions

IDEAL STATE LLC

SERVICES TERMS AND CONDITIONS

Last Updated: March 30, 2026

1. Scope of Terms; Rules of Construction and Definitions

Section headings used herein are for reference only and shall not be used to construe the meaning of these Terms. The following terms shall have the meanings set forth below:

“Confidential Information” means all nonpublic information in whatever form that has commercial value, including, without limitation, specifications, drawings, documentation, source code, software, financial data, marketing data, and all information designated as confidential at the time of disclosure. Confidential Information does not include information that the Receiving Party can demonstrate: (i) was independently developed without reference to the Disclosing Party’s Confidential Information; (ii) has become publicly known through no fault of the Receiving Party; (iii) was already known to the Receiving Party at the time of disclosure; or (iv) was rightfully received from a third party without restriction on disclosure.

“Consultant IP” means all intellectual property and proprietary rights of any nature, including copyrights, patents, trade secrets, trademarks, designs, tools, models, methodologies, analysis frameworks, practices, specifications, or other work products or works of authorship owned or developed by Ideal State prior to or independently from its provision of Services.

“Customer Data” means all data, information, and materials provided by or on behalf of Customer to Ideal State, or to which Ideal State is given access by Customer, in connection with the Services, including without limitation: (i) Personal Data; (ii) Confidential Information; (iii) trade secrets; (iv) proprietary business information, financial data, strategic plans, and intellectual property; and (v) any data generated, derived from, or processed using any of the foregoing in the course of performing the Services. Customer Data is and shall remain the property of Customer at all times.

“Deliverables” means all deliverables specified for delivery to Customer under a Statement of Work, including software, processes, methods, designs, data, analyses and other works of authorship created while performing the Services specifically for Customer, excluding Consultant IP and Third Party IP.

“Force Majeure” means conditions beyond a party’s reasonable control, including severe weather, labor stoppages, epidemics, and third-party vendor outages, but excluding financial hardship.

“IP Rights” means all forms of intellectual property worldwide, including patents, trade secrets, copyrights, and trademarks.

“Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws including, without limitation, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the California Consumer Privacy Act (“CCPA”), and any successor or equivalent legislation.

“Sensitive Data” means: (a) Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, health data, sex life or sexual orientation data, or criminal conviction data, as well as any data classified as “sensitive” under applicable data protection laws; and (b) Customer trade secrets, source code, unpublished financial data, merger or acquisition plans, and any other Customer Data that Customer designates in writing as requiring enhanced protections.

“Statement of Work” or “SOW” means the separate agreement between the parties specifying the Products and Services to be provided and incorporating these Terms. Each Statement of Work shall specify whether the engagement is a Fixed Fee Engagement, Time & Materials Engagement, or Subscription Engagement.

“Sub-processor” means any third party engaged by Ideal State to process Customer Data on behalf of Customer, including cloud infrastructure providers, SaaS platforms, and AI service providers.

“Third Party IP” means intellectual property owned by a third party that is used or provided by Ideal State in connection with the performance of Services.

2. Term

These Terms are coterminous with the Statement of Work. For Subscription Engagements, subscriptions auto-renew monthly after the initial term specified in the Statement of Work unless terminated in accordance with Section 3. For Fixed Fee and Time & Materials Engagements, the term shall be as specified in the Statement of Work or, if not specified, shall expire upon completion of the Services and acceptance of all Deliverables.

3. Early Termination

Either party may terminate these Terms and the applicable Statement of Work if the other party breaches a material provision and fails to cure such breach within thirty (30) days after receiving written notice specifying the nature of the breach. Either party may terminate a Statement of Work for convenience upon sixty (60) days’ prior written notice to the other party. Sections 1, 5, 7–9, and 11–18 shall survive termination or expiration of these Terms.

3(a) Scope Disputes and Remedies

In the event of a disagreement regarding project scope (as distinguished from a Change Request under Section 4(b)), the parties shall engage in good-faith negotiation for a period of thirty (30) days, with escalation to a designated senior representative of each party if not resolved within fifteen (15) days. If the dispute remains unresolved after the full thirty-day period, either party may cancel the affected Statement of Work. In such event, initial fees paid shall not be refunded, but fees for subsequent billing periods shall be prorated on a daily basis from the effective date of cancellation.

3(b) Transition Support

Upon termination or expiration, Ideal State shall provide up to thirty (30) days of reasonable transition assistance at its then-current standard rates.

4. Services

Ideal State shall perform the Services in a timely, competent, professional and workmanlike manner, using qualified personnel, consistent with commercially reasonable industry practices.

4(a) Security and Compliance

Ideal State shall comply with Microsoft CSP security requirements per Partner Center guidelines, including M365 Modern Work Suite Administration monitoring. Customer shall provide Ideal State with necessary access to perform its obligations.

4(b) Change Requests

Customer may provide Ideal State with written requests to change the scope of any Statement of Work (“Change Request”). In response to a Change Request, Ideal State shall provide a written quotation including changes to scope, schedule, and fees. If accepted, the parties shall execute an amendment to the Statement of Work setting forth the terms of the Change Request, which shall become binding only upon execution by both parties.

5. Fees; Invoicing; Payment

5(a) Fees; Invoices; Expenses

Customer shall pay the fees specified in the Statement of Work in accordance with the payment terms applicable to the engagement type:

Subscription Engagements: Fees are due as specified in the Statement of Work. Partial first months shall be prorated based on the actual number of days in the month. Renewals shall align to the 1st of each calendar month.

Fixed Fee Engagements: Fees shall be payable in accordance with the milestone schedule set forth in the Statement of Work. If no milestone schedule is specified, Ideal State shall invoice upon completion and acceptance of Deliverables.

Time & Materials Engagements: Ideal State shall invoice after the end of each calendar month for all Services performed at the rates specified in the Statement of Work, accompanied by reasonably detailed time records.

For all engagement types, Customer shall reimburse Ideal State for actual and reasonable out-of-pocket expenses (including travel expenses) that have been pre-approved by Customer as to type, accompanied by reasonably detailed expense reports.

5(b) Taxes

Customer shall pay all applicable taxes, assessments and related charges imposed upon the purchase, license, ownership, possession, use or operation of the Services, except for taxes based on Ideal State’s income and employee withholdings, which shall be borne by Ideal State.

5(c) Payment Terms

Unless otherwise specified in the Statement of Work, payment is due upon receipt of invoice but no later than thirty (30) days after the invoice date. For Subscription Engagements, subsequent monthly payments are due on the 1st of each month.

5(d) Invoice Disputes

Customer may dispute any invoice in good faith before the due date by providing written notice with supporting documentation. Both parties shall use commercially reasonable efforts to resolve such dispute promptly. If not resolved within sixty (60) days, Customer shall pay the full invoiced amount and retain all other remedies available at law or equity. Undisputed invoices shall be deemed accepted.

5(e) Interest on Late Payments

Overdue amounts shall accrue interest at the rate of 1.25% per month (15% annually) or the maximum rate permitted by applicable law, whichever is less, compounded monthly from the due date. Ideal State may suspend Services without notice for payments overdue more than sixty (60) days.

6. Limited Warranty; Disclaimers and Limitations

6(a) Limited Warranty

Ideal State warrants to Customer that the Services will be performed in a professional and workmanlike manner, in accordance with commercially reasonable industry practices. If the Services fail to comply with this warranty, Ideal State shall, at its option and as its sole liability and Customer’s sole and exclusive remedy, either correct or re-perform the non-conforming Services or issue Customer a credit for the defective or non-conforming portion of the Services. Any warranty claim must be made within thirty (30) days of delivery of the applicable Services.

6(b) Disclaimers

EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 6(a), PRODUCTS AND SERVICES ARE PROVIDED AS-IS AND WHERE IS. IDEAL STATE HEREBY DISCLAIMS AND WAIVES ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OF TITLE. IDEAL STATE DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL OPERATE UNINTERRUPTED OR BE FREE FROM DEFECTS OR HAVE BEEN DESIGNED TO MEET CUSTOMER’S SPECIFIC BUSINESS REQUIREMENTS.

6(c) Limitation of Liability

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, LOSS OF BUSINESS, REVENUES OR GOODWILL, LOSS OF INFORMATION OR DATA, OR CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF THESE TERMS, REGARDLESS OF WHETHER THE BASIS OF LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY; PROVIDED, HOWEVER, THAT THIS EXCLUSION SHALL NOT APPLY TO: (i) A PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION); (ii) A PARTY’S BREACH OF SECTION 7 (CONFIDENTIAL INFORMATION); OR (iii) A PARTY’S BREACH OF SECTION 17 (DATA PROCESSING AND PROTECTION).

IN NO EVENT SHALL IDEAL STATE’S AGGREGATE LIABILITY UNDER THESE TERMS OR ANY STATEMENT OF WORK EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE STATEMENT OF WORK.

7. Confidential Information

7(a) Ownership and Use

Each party retains ownership of its Confidential Information. The Receiving Party shall use the Disclosing Party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under these Terms and the applicable Statement of Work. Neither party shall disclose the financial terms of any Statement of Work without the prior written consent of the other party.

7(b) Nondisclosure Obligations

The Receiving Party shall maintain the Disclosing Party’s Confidential Information in strict confidence using safeguards no less rigorous than those the Receiving Party uses to protect its own commercially confidential information, but in no event less than a reasonable standard of care. The Receiving Party shall not disclose Confidential Information to any third party or use it for self-benefit without the prior written consent of the Disclosing Party.

7(c) Permitted Disclosures

Disclosure of Confidential Information to employees, contractors, and advisors of the Receiving Party is permitted provided such persons have a need to know and are bound by confidentiality obligations no less restrictive than those in these Terms. Disclosure to any other third party requires: (i) a detailed description of the information to be disclosed; (ii) prior written consent of the Disclosing Party; (iii) limiting disclosure to those with a need to know; and (iv) reasonable assurances of confidentiality. Legally required disclosures are permitted with prior notice and cooperation to limit disclosure scope, to the extent permitted by law.

7(d) Unauthorized Disclosure; Remedies

The Receiving Party shall immediately notify the Disclosing Party of any unauthorized access to or disclosure of Confidential Information, providing full details of the incident, the information accessed, and the identity of recipients. Breach of this Section entitles the non-breaching party to equitable relief, including specific performance and injunctive relief, without the requirement of posting a bond.

7(e) Return of Confidential Information

Upon termination or expiration of these Terms or upon request, the Receiving Party shall return all Confidential Information to the Disclosing Party or certify its destruction, except as required by law or regulation to be retained.

8. Deliverable Acceptance

Ideal State shall notify Customer when Deliverables are complete (“Delivery Notice”). Customer shall have seven (7) calendar days following receipt of a Delivery Notice to review the Deliverables and provide written feedback identifying any material non-conformance with the applicable Statement of Work (“Feedback Notice”). Upon receipt of a Feedback Notice, Ideal State shall use commercially reasonable efforts to address the identified issues and redeliver the corrected Deliverables within a reasonable timeframe. The parties shall iterate in good faith to resolve any remaining concerns. If Customer does not provide a Feedback Notice within the seven-day review period, the Deliverables shall be deemed accepted.

9. Intellectual Property Rights

9(a) Ownership of Deliverables

Customer shall own all right, title, and interest in and to all Deliverables, excluding Consultant IP and Third Party IP. To the fullest extent permitted by applicable law, copyrightable aspects of the Deliverables shall be considered “works made for hire.” To the extent any Deliverables are not works made for hire, Ideal State hereby assigns to Customer all right, title, and interest therein. Ideal State waives any moral rights in the Deliverables to the extent permitted by law.

9(b) Consultant IP

Ideal State retains all ownership of Consultant IP. Ideal State hereby grants to Customer a limited, non-exclusive, fully paid-up, royalty-free license to use the Consultant IP solely to the extent necessary to use the Deliverables as contemplated by the applicable Statement of Work.

9(c) Third Party IP

Ideal State may use or provide Third Party IP in connection with the Services. Ideal State shall, as necessary and at no additional cost to Customer, obtain from third parties all rights necessary for Customer to use the Deliverables as contemplated by the applicable Statement of Work.

10. Indemnification

10(a) By Ideal State

Ideal State shall defend, indemnify, and hold harmless Customer and its Related Parties from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (i) any Claim that the Products or Services, as provided by Ideal State and unmodified by Customer, infringe any third party’s IP Rights; or (ii) any Claim that Ideal State or its Related Parties directly caused death, bodily injury, or damage to tangible personal property. This indemnity shall not apply to Claims arising from the acts or omissions of Customer or its Related Parties.

10(b) By Customer

Customer shall defend, indemnify, and hold harmless Ideal State and its Related Parties from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (i) any Claim that materials, data, or content provided by Customer to Ideal State infringes any third party’s IP Rights; (ii) Customer’s use of Deliverables in a manner not contemplated by the applicable Statement of Work; or (iii) any Claim that Customer or its Related Parties directly caused death, bodily injury, or damage to tangible personal property. This indemnity shall not apply to Claims arising from the negligence or intentional misconduct of Ideal State or its Related Parties.

10(c) Indemnification Procedures

The party seeking indemnification (“Indemnitee”) shall promptly notify the indemnifying party (“Indemnitor”) of any Claim; provided that a delay in notice shall not relieve the Indemnitor of its obligations except to the extent such delay materially prejudices the defense. The Indemnitor shall assume the defense and control of such Claim at its sole expense using counsel of its choosing. The Indemnitee shall reasonably cooperate with the defense. The Indemnitor shall not settle any Claim without the Indemnitee’s prior consent if the settlement results in any admission of liability or imposes any obligation on the Indemnitee.

“Related Party” means any parent, owner, officer, partner, contractor, affiliate, agent, or employee of the subject entity.

11. Customer Obligations

Customer shall: (a) designate a project contact with authority to make decisions and provide approvals on Customer’s behalf; (b) provide Ideal State’s personnel with timely access to software systems, physical sites, data, and personnel as reasonably necessary for Ideal State to perform its obligations; (c) provide Ideal State with such technical information, data, technical support, and assistance as reasonably required to fulfill its obligations; (d) be responsible for the accuracy and completeness of all data and materials provided to Ideal State; and (e) select Services that will achieve Customer’s desired results. Customer represents and warrants that it has the right to permit Ideal State to use any IP Rights, Confidential Information, data, or other materials supplied by Customer in connection with the Services.

If Customer fails to provide the above-described access, information, support, or assistance in a timely manner, Ideal State shall be excused from performing its obligations to the extent affected by such failure and may invoke the Change Request procedures under Section 4(b) with respect to any resulting impact on scope, schedule, or fees.

12. Assignment

Neither party may assign its rights or delegate its obligations under these Terms without the prior written consent of the other party, except to affiliated entities or in connection with a merger, acquisition, or sale of all or substantially all of the assigning party’s assets, in which case no consent shall be required. Any assignment in violation of this Section shall be void.

13. Relationship of the Parties

The parties are independent contractors. Nothing in these Terms shall be construed to create an agency, partnership, joint venture, or employment relationship. Neither party shall have authority to create obligations binding on the other party.

14. Notices

Formal notices under these Terms (including notices of breach, termination, and legal proceedings) shall be in writing and delivered by nationally reputable courier with tracking and proof of delivery to the addresses listed in the Statement of Work. The sending party bears the burden of proving receipt. Rejected notices shall be deemed delivered. Routine operational communications may be sent via email to the designated contacts specified in the Statement of Work and shall be effective upon confirmed receipt.

15. Waivers

Failure to enforce any provision of these Terms shall not constitute a waiver of rights or remedies and shall not affect the validity of these Terms.

16. Severability

If any provision of these Terms is deemed unenforceable by a court of competent jurisdiction, the parties shall request enforcement to the maximum reasonable extent, and the remainder of these Terms shall continue in full force and effect.

17. Data Processing and Protection

17(a) Scope

This Section 17 applies to all Customer Data that Ideal State receives, accesses, or processes in the course of performing the Services, whether such data constitutes Personal Data, Confidential Information, trade secrets, or other proprietary information. Where Customer Data includes Personal Data, the provisions of this Section 17 shall be interpreted and applied in a manner consistent with applicable data protection laws, including the GDPR and CCPA. In the event of a conflict between this Section 17 and Section 7 (Confidential Information), the more protective provision shall prevail.

17(b) Role of the Parties

Customer is the owner of all Customer Data and determines the purposes and means of its processing. With respect to Personal Data, Customer is the data controller (or “business” under CCPA) and Ideal State is the data processor (or “service provider” under CCPA). With respect to all other Customer Data, Ideal State acts as a custodian and processor on Customer’s behalf. Ideal State shall process Customer Data only in accordance with Customer’s documented instructions and solely for the purpose of performing the Services, except where otherwise required by applicable law, in which case Ideal State shall notify Customer before processing (unless prohibited by law). The categories of Customer Data, categories of data subjects (if applicable), nature and purpose of processing, and duration of processing shall be as described in the applicable Statement of Work or a separately executed Data Processing Addendum (“DPA”).

17(c) Sub-processors

Customer acknowledges and agrees that Ideal State engages third-party Sub-processors to deliver the Services, including without limitation: (i) Microsoft Corporation (Microsoft 365 suite, Azure cloud services, and other Microsoft products); (ii) Anthropic and OpenAI AI models (Customer data shall not be used in model training); (iii) ShareGate, Movebot and other data migration utilities; and (iv) such other SaaS and cloud service providers as identified in the Sub-processor List maintained by Ideal State and made available to Customer upon request.

17(d) Sensitive Data

Customer shall notify Ideal State in writing before providing any Sensitive Data in connection with the Services. Ideal State shall not process Sensitive Data unless: (i) Customer has provided explicit prior written authorization identifying the categories of Sensitive Data and the purpose of processing; (ii) Ideal State has confirmed that appropriate enhanced safeguards are in place, including encryption, access restrictions, and any additional measures required by applicable law or appropriate for the sensitivity of the data; and (iii) Ideal State has verified that each Sub-processor that will process such Sensitive Data is contractually and technically capable of providing the required level of protection. Ideal State shall not submit Sensitive Data to AI or machine learning tools unless Customer has provided specific written consent for such processing.

17(e) Security Measures

Ideal State shall implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. Such measures shall include, at a minimum: (i) encryption of Customer Data in transit and at rest; (ii) access controls limiting access to authorized personnel with a need to know; (iii) regular security assessments; (iv) employee training on data protection and handling of Confidential Information; and (v) logical segregation of Customer Data from other clients’ data where commercially practicable. Ideal State shall maintain commercially reasonable security certifications or audits (e.g., SOC 2 Type II) and shall make evidence of such certifications available to Customer upon reasonable request.

17(f) Data Breach and Security Incident Notification

In the event of a breach of security leading to the unauthorized access, disclosure, or loss of Customer Data (“Security Incident”), Ideal State shall: (i) notify Customer without undue delay and in no event later than forty-eight (48) hours after becoming aware of the Security Incident; (ii) provide Customer with sufficient information about the nature of the incident, the categories and approximate volume of data affected, and the measures taken or proposed to address the incident; (iii) where the Security Incident involves Personal Data, provide Customer with sufficient information to enable Customer to fulfill its own regulatory notification obligations; (iv) cooperate with Customer in investigating and remediating the Security Incident; and (v) take reasonable steps to mitigate the effects of the Security Incident and prevent recurrence.

17(g) Data Subject Rights

To the extent Customer Data includes Personal Data, Ideal State shall provide reasonable assistance to Customer in responding to requests from data subjects exercising their rights under applicable data protection laws (including rights of access, rectification, erasure, portability, restriction, and objection). Ideal State shall promptly notify Customer if it receives a data subject request directly and shall not respond to such request except on Customer’s documented instructions.

17(h) AI-Specific Processing Provisions

With respect to Customer Data processed using artificial intelligence tools or large language models (including Claude): (i) such data shall be transmitted to AI service providers exclusively via API or enterprise interfaces that do not use customer data for model training; (ii) Ideal State shall not input Customer Data into any AI tool that retains or uses such data for purposes other than generating the requested output; (iii) Ideal State shall use commercially reasonable efforts to minimize the Customer Data submitted to AI tools, including through anonymization, pseudonymization, or aggregation where practicable, and shall take particular care to avoid submitting trade secrets or other highly sensitive proprietary information unless necessary for the specific task; and (iv) upon Customer’s request, Ideal State shall disclose which AI tools are used to process Customer Data and the safeguards in place for each.

17(i) International Data Transfers

Ideal State personnel may access and process Customer Data from multiple jurisdictions, including the European Economic Area. Ideal State shall apply the most protective data processing standard required by any applicable jurisdiction as its baseline for all processing of Customer Data, regardless of where the data originated. Ideal State shall not transfer Customer Data to a country outside the jurisdiction in which the data was collected without ensuring appropriate safeguards are in place, including where applicable: (i) Standard Contractual Clauses approved by the European Commission (current version); (ii) adequacy decisions or data privacy framework certifications; or (iii) other legally recognized transfer mechanisms. Where Ideal State personnel located in the European Economic Area access Customer Data originating from outside the EEA, and subsequently transmit such data to Sub-processors located outside the EEA, Ideal State shall ensure that appropriate transfer mechanisms are in place for such onward transfers. Ideal State shall cooperate with Customer in executing any additional data transfer agreements reasonably required to comply with applicable law.

17(j) Data Retention and Deletion

Upon termination or expiration of the applicable Statement of Work, Ideal State shall, at Customer’s election, return or delete all Customer Data in its possession or control within thirty (30) days, and shall certify such deletion in writing. Ideal State may retain Customer Data only to the extent required by applicable law or regulation, and shall continue to protect such retained data in accordance with this Section 17 and Section 7. Ideal State shall use commercially reasonable efforts to ensure that its Sub-processors comply with equivalent deletion or return obligations.

17(k) Audit Rights

Customer shall have the right to audit Ideal State’s compliance with this Section 17, subject to reasonable advance notice and during normal business hours, no more than once per calendar year (unless a Security Incident has occurred or a regulatory authority requires an audit). Ideal State may satisfy this audit right by providing Customer with current SOC 2 Type II reports, ISO 27001 certifications, or equivalent third-party audit reports. Customer shall bear its own costs in connection with any audit.

18. Governing Law; Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico. All legal actions arising under these Terms shall be brought exclusively in the state or federal courts located in Santa Fe County, New Mexico. Each party submits to the exclusive jurisdiction of such courts and waives any objection to venue therein. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO, AND SHALL NOT REQUEST, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS.

The prevailing party in any legal action arising under these Terms shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

19. Force Majeure

Except for payment obligations, performance delayed or prevented by Force Majeure shall be excused to the extent reasonably unavoidable through alternate sources or workarounds. The affected party shall take reasonable steps to avoid or remove such causes of nonperformance as quickly as reasonably practicable and shall promptly notify the other party of the Force Majeure event.

20. Insurance

Ideal State shall maintain during the term of each Statement of Work: (a) commercial general liability insurance with coverage of not less than $1,000,000 per occurrence; (b) professional liability (errors and omissions) insurance with coverage of not less than $1,000,000 per claim; and (c) cyber liability insurance with coverage of not less than $1,000,000 per claim. Upon Customer’s request, Ideal State shall provide certificates of insurance evidencing such coverages.

21. Non-Solicitation

During the term and for a period of twelve (12) months following the expiration or termination hereof, neither party shall, without the other party’s prior written consent, directly solicit for employment or hire the other party’s personnel who were materially involved in the performance of the Services. For purposes of this Section, a general and non-targeted advertisement, job posting, or similar general publication of a job opening shall not constitute a solicitation.

22. Entire Agreement; Modifications

These Terms and the applicable Statement(s) of Work constitute the entire agreement between the parties and supersede all prior agreements, arrangements, and communications pertaining to the subject matter hereof. Modifications require written signatures from both parties. Riders for specific services auto-apply upon acceptance. Ideal State may update these Terms with thirty (30) days’ notice for legal compliance, Microsoft CSP requirements, service enhancements, or technological advancements. If Customer objects in writing to a material change within the 30-day notice period, the parties will negotiate in good faith for 15 days. If no agreement is reached, Customer may terminate the affected SOW without penalty upon 30 days’ written notice.”