Master Services Agreement
This Master Services Agreement (“Agreement”) is entered into between Extraordinary AI LLC (“EAI”) and the customer identified in the applicable Order Form or Statement of Work (“Customer”).
WHEREAS, EAI provides professional services, including strategic advisory and custom development, and may also make available certain hosted tools, portals, dashboards, and reporting capabilities in connection with such Services; and
WHEREAS, Customer desires to engage EAI to provide the Services and, where applicable, access to such hosted tools pursuant to one or more Order Forms and/or Statements of Work governed by this Agreement;​
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NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1. Definitions
As used in this Agreement, the following definitions apply:
1.1 “Aggregated Data” means data which is based on or derived from Customer Data and which has been aggregated and de-identified in a manner that does not designate or identify Customer or its users as the source of the data.
1.2 “Authorized User”means the Customer entity itself and its employees, contractors, and agents who are authorized by Customer to access or use the Services, Hosted Tools, or Work Product solely on Customer’s behalf, for Customer’s internal business purposes, and in accordance with this Agreement.
1.3 “EAI Competitor”means any entity whose primary business is the commercial development or sale of products or services that directly compete with the Hosted Tools or Services provided by EAI, as reasonably determined based on the nature of such products or services.
1.4 “Confidential Information”means any non-public business, technical, financial, or operational information disclosed by a party in connection with this Agreement that is either (a) designated as confidential at the time of disclosure, or (b) should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
1.5 “End User”means any individual or entity other than Customer that accesses, interacts with, or utilizes the Work Product and/or Customer’s services that incorporate the Work Product. End Users may include but are not limited to Customer’s customers, clients, or other third parties who access outputs, workflows, integrations, or related experiences through platforms or services owned, licensed, controlled, operated, or otherwise provided by the Customer. Customer is solely responsible for ensuring that End User interaction with or utilization of Customer’s services (and any Customer-controlled experience incorporating Work Product) complies with the terms of this Agreement and any applicable laws and regulations.
1.6 “Customer Data”means any of Customer’s information, documents, or electronic files that are provided to EAI hereunder.
1.7 “Error”means any reproducible material failure of the Hosted Tools (if any) to function in accordance with its Documentation.
1.8 “Documentation”means any user manuals, technical documentation, functional specifications, or similar written or electronic materials describing the operation, features, or use of the Services or Hosted Tools that are provided by EAI to Customer, including any updates or revisions thereto.
1.9 “Order Form”means a written order form or similar document, executed by authorized representatives of Customer and EAI, that identifies the Services, Hosted Tools (if any), fees, and applicable commercial terms.
1.10 “Services”means any services provided by EAI to Customer pursuant to the applicable Order Form and/or Statement of Work.
1.11 “Hosted Tools”means any EAI-hosted or EAI-managed portal, dashboards, reporting environment, tools, or similar access EAI makes available to Customer (directly or through a third-party hosting provider) in connection with the Services.
1.12 “Statement of Work”means a written statement of work or similar document, executed by authorized representatives of Customer and EAI, that describes specific Services, Work Product, timelines, milestones, and fees.
1.13 “Support and Maintenance”means reasonable support, maintenance, and issue triage for the Hosted Tools, as described in the applicable Order Form or Statement of Work.
1.14 “Update”means any patch, bug fix, release, version, modification, or successor to the Hosted Tools (if any).
1.15 “Work Product”means all work product, deliverables, reports, analyses, specifications, documentation, workflows, templates, code, configurations, integrations, and other materials created by or on behalf of EAI, or jointly developed by the parties, in the course of performing the Services under this Agreement, excluding Customer IP.
1.16 “Affiliate”means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party (where “control” means ownership of more than 50% of the voting interests or the power to direct management).
1.17 “Third-Party Materials”means third-party software, platforms, models, application programming interfaces, datasets, libraries, tools, or other technology not owned by EAI.
2. Acceptance and Scope of This Agreement
2.1 This Agreement becomes effective as of the date Customer accepts this Agreement by executing an Order Form or Statement of Work that references this Agreement, or by otherwise accessing or using the Services or Hosted Tools. The individual accepting this Agreement on behalf of Customer represents and warrants that they have full authority to bind Customer to this Agreement.This Agreement sets forth the general terms and conditions under which EAI may provide Services and make available any Hosted Tools to Customer. The specific Services, Work Product, timelines, and fees will be set forth in one or more Order Forms and/or Statements of Work executed by the parties from time to time.
2.2 Each Order Form and Statement of Work executed by the parties is governed by and subject to the terms and conditions of this Agreement. Execution of an Order Form or Statement of Work constitutes Customer’s acceptance of this Agreement. Each Order Form and Statement of Work represents a separate engagement for purposes of scope, fees, and performance, but does not create a separate master agreement independent of this Agreement.
3. Hosted Tools / Portal Access (If Applicable)
3.1 EAI, in conjunction with its agreement to provide Services, may grant to Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Hosted Tools (if any) for Customer’s internal business purposes during the term of the applicable Order Form and/or Statement of Work and to support Customer’s provision of services to its End Users, subject to this Agreement.
3.2 Customer shall not directly or indirectly, alone or with another party: (i) copy, disassemble, reverse engineer, or decompile the Hosted Tools; (ii) modify, create derivative works based upon, or translate the Hosted Tools; (iii) transfer or otherwise grant any rights in the Hosted Tools in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder.
3.3 Customer is solely responsible for maintaining the security of all usernames and passwords granted to it, for the security of its information systems used to access the Hosted Tools, and for its Authorized Users’ compliance with the terms of this Agreement. EAI shall have the right at any time to terminate or suspend access to any Authorized User or to Customer if EAI reasonably believes that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the Hosted Tools, EAI (including its officers, directors, employees, and agents), and EAI’s other customers.
3.4 EAI may suspend or revoke access to the Services or Hosted Tools for any Authorized User who materially violates this Agreement or whose access poses a material risk to the security, integrity, or availability of the Services or Hosted Tools. Where commercially reasonable, EAI will provide Customer with notice of such suspension.
4. “Support and Maintenance”
4.1 EAI shall provide Customer with reasonable Support and Maintenance for the Hosted Tools (if any) on a commercially reasonable, non-SLA basis, consistent with EAI’s general support practices, as further described in the applicable Order Form or Statement of Work.
4.2 EAI shall apply Updates to the Hosted Tools from time to time. Updates of the Hosted Tools shall be at no charge to Customer unless the Update includes new features for which additional charges apply, in which case if Customer elects to use the new features, Customer and EAI will enter into an Order Form and/or Statement of Work specifying the additional fees.
4.3 EAI shall use commercially reasonable efforts to correct all Errors or to provide a reasonable workaround as soon as is possible during EAI’s normal business hours. Customer shall provide such access, information, and support as EAI may reasonably require in the process of resolving any Error. This paragraph provides Customer’s sole and exclusive remedy for any Errors in the Hosted Tools.
4.4 EAI is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by: (i) the acts, omissions, negligence, or willful misconduct of Customer or any third party acting on Customer’s behalf, including any unauthorized modifications of the Hosted Tools or its operating environment; (ii) any failure or defect of Customer’s or a third party’s equipment, software, facilities, third-party applications, or internet connectivity (or other causes outside of EAI’s or its managed services provider’s point of presence); (iii) Customer’s use of the Hosted Tools other than in accordance with the Hosted Tools’ Documentation; or (iv) a Force Majeure Event.
4.5 EAI is not obligated to provide services for (i) development of new features or (ii) any service change requested by Customer and not agreed by EAI in writing. EAI has the right to bill Customer at its standard Services rates for any support issues excluded herein.
4.6 In the event that this Agreement covers any product or service for which an End User can request to unsubscribe, terminate, or modify its access to or use of the product or service, EAI and Customer agree that Customer is solely responsible for deciding whether or not to grant any such End User requests: (i) submitted to EAI by End Users and transmitted by EAI to Customer; and (ii) submitted to Customer directly by End Users. EAI is not responsible for Customer’s decisions or actions in response to such End User requests.
5. EAI Services
5.1 All Services to be performed and Work Product to be developed by EAI shall be described in an Order Form and/or Statement of Work. All Work shall commence under the Order Form and/or Statement of Work once this Agreement and the Order Form or Statement of Work has been executed by an authorized individual for each party and deemed incorporated by reference in this Agreement.
5.2 If it becomes necessary to modify an Order Form or Statement of Work for any reason, EAI may initiate or the Customer may request a change order (“Change Order”) with respect to the Statement of Work. A Change Order may modify start date, completion date, cost, or any other element of the Order Form or Statement of Work as may be mutually agreed upon in writing by Customer and EAI. A Change Order shall take effect once it has been signed by an authorized individual for each such party, at which time it shall become an exhibit to the applicable Order Form or Statement of Work and deemed incorporated by reference in this Agreement.
5.3 Work Product may be used by Customer for (i) Customer’s internal use and (ii) to provide services to End Users in the ordinary course of Customer’s business. Customer may permit its Affiliates and its and their employees, contractors, and agents to use the Work Product for the foregoing purposes. Customer remains responsible for all use of the Work Product by its Affiliates, contractors, agents, Authorized Users, and End Users. Work Product shall not be used to develop or offer a competing product or service or be sold, licensed, or otherwise commercially exploited as a standalone product.
5.4 Customer acknowledges that EAI may recommend, evaluate, configure, integrate, or assist with Third-Party Materials (e.g., Google, Microsoft, OpenAI, or other third-party systems). Customer’s use of Third-Party Materials is governed solely by Customer’s agreement(s) with the applicable third parties. EAI does not control Third-Party Materials and is not responsible for third-party performance, outages, security practices, terms, pricing, or third-party claims.
6. Fees
6.1 EAI shall bill Customer the fees and charges (“Fees”) pursuant to the billing schedule agreed to in each Order Form and/or Statement of Work. Payment terms for all invoices shall be defined in each Order Form and/or Statement of Work. Fees are non-cancelable and non-refundable.
6.2 Without limiting its other rights or liabilities, if any undisputed amount is not timely paid by Customer, EAI may (a) terminate the applicable Order Form and/or Statement of Work; (b) accelerate Customer’s unpaid fee obligations under the applicable Order Form and/or Statement of Work; or (c) suspend the applicable Services until all undisputed overdue amounts are paid in full.
6.3 Customer shall have 10 days from receipt of invoice to advise EAI in writing of any disputed charge appearing on an invoice. Customer shall not unreasonably dispute an invoice from EAI. Customer agrees that time is of the essence in the resolution of disputes and agrees to work with EAI to resolve disputes in a timely fashion.6.4 Unless otherwise stipulated in the applicable Order Form and/or Statement of Work, EAI shall also be entitled to reimbursement for all reasonable out-of-pocket and other costs and expenses it incurs and for which it provides documentation directly related to Services performed under this Agreement, including but not limited to all round-trip travel costs, food and lodging costs. For any single expense in excess of $750 USD, EAI shall receive prior approval from Customer before incurring the expense. For purposes of this Subsection
6.4, prior approval may include email, text, or similar approval of an expense. If any work is performed by EAI for Customer without an Order Form and/or Statement of Work in effect, EAI will be paid according to its then-current rate schedule plus reimbursement for all reasonable out-of-pocket and other expenses it incurs.
7. Intellectual Property
7.1 EAI acknowledges that it obtains no ownership rights in any intellectual property (including trademarks and copyright), content, data, or information that is solely developed or provided by Customer (“Customer IP”) under this Agreement. Customer is and shall remain the sole and exclusive owner of Customer IP.
7.2 Customer acknowledges that it obtains no ownership rights in any Services, Hosted Tools, and/or Work Product. All rights to the Services, Hosted Tools, and/or Work Product, including but not limited to any accompanying technical documentation, Confidential Information, trade secrets, trademarks, service marks, patents, copyrights, and other proprietary information but specifically excluding Customer IP and Third-Party Materials, are, shall be, and will remain the sole property of EAI (or EAI’s licensors, as applicable). No ownership is transferred to Customer under this Agreement, whether by assignment, implication, estoppel, or otherwise. Upon full payment of all relevant fees associated with each Order Form and/or Statement of Work, EAI hereby grants Customer a royalty-free, non-exclusive, perpetual, irrevocable, worldwide license to use, reproduce, display, perform, and internally modify the Work Product delivered to Customer under that Order Form and/or Statement of Work for Customer’s internal business purposes and to provide services to its End Users, including use by Customer’s Affiliates and Customer’s and its Affiliates’ employees, contractors, and agents, subject to Section 5.3 and this Agreement.
7.3 Customer owns all right, title, and interest in the Customer Data. During the term of this Agreement, Customer hereby grants to EAI a non-exclusive, non-transferable, non-sublicensable right and license to use, copy, transmit, modify, and display the Customer Data solely for purposes of providing the Services (and any Hosted Tools) to Customer hereunder. EAI shall not use the Customer Data except as necessary to perform its obligations hereunder. Customer is solely responsible for obtaining any and all consents from individuals or third-party entities that are necessary or legally required for Customer to provide the Customer Data to EAI hereunder and for any distribution of communications to those individuals or third-party entities under Customer’s direction.
7.4 Customer hereby grants to EAI a perpetual, irrevocable, worldwide, royalty-free, sublicensable, non-exclusive license to create, process, reproduce, store, display, modify, translate, create derivative works from, make available, and otherwise use Aggregated Data in connection with developing, providing, maintaining, supporting, or improving EAI’s current and future services as they may be provided to Customer or other customers of EAI or for any other lawful purpose.
7.5 Work Product may include, incorporate, be dependent upon, or interface with Third-Party Materials. Third-Party Materials are licensed (not sold) and are subject to the applicable third-party license terms. To the extent Third-Party Materials are included with or required for use of the Work Product, Customer’s rights are limited to those granted under the applicable third-party terms, and Customer is responsible for obtaining and maintaining any required third-party rights.
8. Confidential Information
The parties acknowledge that they have entered into a Mutual Non-Disclosure Agreement dated______ (the “NDA”). All Confidential Information disclosed in connection with this Agreement and the Services shall be governed by the terms of the NDA, which is incorporated herein by reference. In the event of any conflict between this Agreement and the NDA with respect to confidentiality, data protection, or use of Confidential Information, the terms of the NDA shall control.
9. Overall Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT EAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EAI’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE MILLION U.S. DOLLARS (US $1,000,000).
10. Indemnification
10.1 Except as expressly set forth in this Agreement, each party is responsible for its own acts and omissions and for compliance with applicable law.
10.2 EAI does not provide any indemnification and has no duty to defend Customer against third-party claims, including claims alleging infringement, misappropriation, or violations of law, whether arising from Work Product, Hosted Tools, Customer’s or any third party’s technology, Third-Party Materials, or Customer’s use of any of the foregoing.
10.3 Customer acknowledges that EAI may recommend or assist with Third-Party Materials; Customer’s use of Third-Party Materials is governed by Customer’s agreement(s) with those third parties, and EAI is not responsible for Third-Party Materials or third-party claims relating to them.
10.4 Customer shall indemnify, defend, and hold harmless EAI and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating any allegation that Customer Data infringes, misappropriates, or otherwise violates the intellectual property or other rights of a third party or arising out of Customer’s instructions, specifications, or directions that are unlawful or that require EAI to act in violation of applicable law.
11. Termination
11.1 It is agreed that Customer and EAI may terminate this Agreement immediately upon written notice to the other party in the event that the other party (a) becomes insolvent or makes an assignment for the benefit of creditors; (b) files or has filed against it any petition under any Title of the United States Code or any applicable bankruptcy, insolvency, reorganization, or similar debtor relief law which is not discharged within 30 days of said filing; (c) requests or suffers the appointment of a trustee or receiver or the entry of an attachment or execution as to a substantial part of its business or assets; or (d) fails to materially participate in the Services or materially delays performance of the applicable Order Form, including by failing to attend scheduled meetings, provide required inputs, approvals, or feedback, or otherwise suspending or pausing the Services, in each case for a period of forty-five (45) consecutive days after written notice.
11.2 EAI may terminate this Agreement in the event Customer (a) fails to make when due any payment required under this Agreement and such failure continues for a period of 30 days after notice thereof by EAI to Customer; (b) commits a material breach of any of its obligations concerning scope of use or the protection of Work Product intellectual property of EAI and Confidential Information; or (c) materially breaches any of its other obligations under any provision of this Agreement which breach is not remedied within 30 days after notice thereof by EAI to Customer.
11.3 Either party may terminate this Agreement for any reason after all obligations associated with any associated Order Forms and/or Statements of Work have been fully satisfied by furnishing thirty days advance written notice to the other party.
12. Rights Upon Termination
12.1 In the event that termination of this Agreement should occur as a result of Customer’s failure to successfully execute its obligations under this Agreement, Customer shall immediately turn over to EAI any Confidential Information relating to the Services provided.
12.2 Upon such termination, Customer shall immediately pay EAI all fees due through the end of the applicable Order Form’s and/or Statement of Work’s term (including any non-cancelable amounts) and reimburse any approved expenses due under this Agreement. Any rights to access Hosted Tools will immediately terminate. For clarity, any perpetual license to Work Product granted under Section 7.2 survives termination provided Customer has paid all applicable fees for such Work Product.
12.3 The termination of this Agreement shall not extinguish any rights or obligations of the parties relating to protection of Confidential Information or to the protection of EAI’s intellectual property rights.
13. Assignment
13.1 Customer shall not sell, pledge, assign, sublicense, or otherwise assign, transfer, or share its rights or delegate its obligations under this Agreement without the prior written consent of EAI. Any attempt to sell, pledge, assign, sublicense, or other transfer in violation hereof shall be void and of no force or effect. EAI may assign its rights and delegate its duties hereunder at any time without the consent of Customer.
14. Employee Relationship
14.1 Neither Customer nor EAI will hire, employ, or contract for services directly or indirectly with any current employee or agent of the other without prior written consent of the other for a minimum time period of the later of twelve months after termination of this agreement or completion of the last completed Order Form and/or Statement of Work, whichever is earlier. Customer and EAI may hire any prior employee or agent of the other so long as said employee or agent has been terminated from such relationship with the other party for at least twelve months.
15. General Provisions
15.1 Relationship to Order Forms, Statements of Work, and Change Orders. If there is a conflict between this Agreement and the provisions of an individual Order Form, Statement of Work, or Change Order, the terms of the Order Form, Statement of Work, or Change Order will control, with the most recently executed document controlling the conflicting provision(s).
15.2 Applicable Law. The parties agree that this Agreement and interpretation thereof shall be governed, construed, and performed in accordance with the laws of the State of Utah, exclusive of its choice of law provisions. The parties agree that the United Nations Convention for the International Sale of Goods shall not apply to this agreement.
15.3 Taxes. Customer shall pay, in addition to the other amounts payable under this Agreement, all local, state, and federal and/or national excise, sales, use, personal property, gross receipts, and similar taxes (excluding taxes imposed on or measured by EAI’s net income) levied or imposed by reason of the transactions under this Agreement. Customer shall upon demand pay to EAI an amount equal to any such tax(es) actually paid or required to be collected or paid by EAI.
15.4 Required Consents. Customer warrants that it has obtained lawful permission to use all hardware and software required in order for the Services to take place.
15.5 Publicity. The terms of the Agreement, including Exhibits attached hereto, are agreed to be Confidential and shall not be disclosed by the Customer or any person or entity having access to it. The existence, but not any of the terms, of this Agreement may be disclosed by either party without the prior written consent of the other. Each of the parties may reveal the terms of this Agreement to its own officers, directors, shareholders, employees, agents, investors, or prospective investors who have a need to know the terms of this Agreement and who are subject to confidentiality agreements no less restrictive than the relevant provisions herein.
15.6 Public Reference. Customer must consent to any public use of its name as a Customer of EAI. Upon approval by Customer of a specific instance of use (such as a case study or press release), the specific instance of use may be provided by EAI to any number of individuals or entities without additional consent from Customer. Upon written notice by Customer, EAI will remove all reference to Customer’s name that is within EAI’s control as soon as reasonably possible.
15.7 Modification. This Agreement may not be modified or amended except in writing when signed by authorized representatives of each of the parties. No purported modification or amendment shall be binding until approved in writing by an authorized representative of EAI.
15.8 No Waiver. The failure of Customer or EAI to exercise any right or the waiver by either party of any breach shall not prevent subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of the Agreement.
15.9 Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon the later of (a) personal delivery or (b) the second business day after mailing, except that notices of termination or an indemnifiable claim (“Legal Notices”) which are identifiable as Legal Notices will be effective the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant contact designated by Customer. Daily correspondence required to manage the actual project can take the form of electronic mail.
15.10 Force Majeure. Neither Customer nor EAI shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of materials or supplies, or any other cause beyond the control of such party (“Force Majeure”), provided that such party gives the other party written notice thereof promptly and in any event within fifteen days of discovery thereof and uses its best efforts to cure the delay. In the event of such Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure, but not in excess of twelve months.
15.11 Entire Agreement. This Agreement constitutes the sole and entire agreement of Customer and EAI with respect to the subject matter hereof and supersedes any prior oral or written promises or agreements. There are no promises, covenants, or undertakings other than those expressly set forth in this Agreement and any related Statements of Work.
15.12 Equitable Remedies. The parties recognize that money damages may not be an adequate remedy for any breach or threatened breach of any obligation hereunder by Customer involving intellectual property or Confidential Information. The parties therefore agree that in addition to any other remedies available hereunder by law or otherwise, EAI and any third party from whom EAI has licensed software or technology shall be entitled to an injunction against any such continued breach by Customer of such obligations.
15.13 Late Fees, Costs, and Attorneys’ Fees. A late payment charge of 1.5% per month, compounded monthly, shall apply to any undisputed payment due from Customer that is in arrears for a period exceeding 30 days. Any disputes not timely submitted per Section 6.3 of this Agreement shall also be subject to the late payment charge in this section. In any legal action or arbitration proceeding brought on account of a breach, the prevailing party shall recover from the other party all costs of litigation or arbitration, including reasonable attorneys’ fees. Any amounts awarded against EAI under this Section 16.13 are subject to Section 9 to the maximum extent permitted by law.
15.14 Use of Consultants or Subcontractors. In the performance of its duties under this Agreement, EAI may employ subcontractors or consultants to provide services which are not available on an “In-House” basis to EAI and who are qualified, licensed, and experienced in their areas of expertise (collectively “Consultants”). Any work or services performed by such Consultants shall be deemed to be performed by EAI, shall be subject to all obligations contained herein, and EAI shall be responsible for such work and for insuring Consultant’s compliance herewith.
15.15 Relationship of the Parties. EAI shall perform the Services as an independent contractor. Nothing in this Agreement nor in the course its performance shall be construed to create a relationship of principal and agent, joint venture, partnership, association, or employment between Customer and EAI. Neither party shall represent to any third party that it is the agent or employee of the other.
15.16 Exclusive Jurisdiction and Venue. Any cause of action arising out of or related to this Agreement, including an action to confirm or challenge an arbitration award, may only be brought in the courts of applicable jurisdiction in Utah, and the parties hereby submit to the jurisdiction and venue of such courts.
15.17 Dispute Resolution. Except for actions seeking Equitable Remedies as described in Section 15.12, any dispute occurring or relating to this agreement or breach thereof should be determined by arbitration in accordance with the arbitration rules of the American Arbitration Association. Any arbitration shall proceed in the State of Utah. Judgment upon the award of the arbitrator(s) may be entered in any court having jurisdiction thereof.
15.18 Validity of Provisions. In the event any provision or any part or portion of any provision of this Agreement or of any Statement of Work or Order Form included herewith shall be held to be invalid, void, or otherwise unenforceable, that provision shall be deemed modified so as to carry out the intent of Customer and EAI to the maximum extent permitted by law and shall not affect the remaining part or portions of that provision or any other provision hereof.