Terms of Service

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”), together with its service addendums, is executed on the Effective Date between Knit Group and Client Group. For purposes of this Agreement, Knit Group and Client Group will be individually referred to as a “Party” and collectively as the “Parties.”

WHEREAS, Knit Group is engaged in the business of providing Client Groups with payroll services and consulting services, including specialized services through consultants and other service providers engaged by Knit Group;  

WHEREAS, Knit Group provides as part of the Knit Services (as defined below) a software-as-a-service solution (“Knit Platform”); and

WHEREAS, Client Group therefore engages Knit Group to provide to Client Group the Knit Services and a license to access and use the Knit Platform, subject to the terms and conditions of this Agreement, in order for Client Group to conduct its business and provide its services (“Project”).  

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and other good and valuable consideration, the receipt of which is acknowledged, the Parties agree as follows:  

1. Definitions.

‍The following terms shall be defined as follows:

1. “Affiliate” means any entity which is (a) a subsidiary or affiliate of Knit, Inc. or (b) a subsidiary of or controlled by the entity in Section 1.1(a), or (c) operating with Knit Group under a separate written agreement.
2. “Confidential Information” means (a) information concerning a Party’s products, business, and operations, including, but not limited to, information relating to business plans, financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements, pricing, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems, know-how, or other intellectual property of a Party and its affiliates, that may be furnished, communicated, or delivered to the other Party, whether in oral, tangible, electronic, or other form, (b) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement, (c) information acquired during any tours of or while present at a Party’s facilities, and (d) all other non-public information provided by a Party under this Agreement.
   
   Confidential Information does not include information that: (a) was lawfully in the receiving Party’s possession before receipt from the disclosing Party, as established by competent evidence, (b) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the receiving Party, (c) is received by the receiving Party from a third party free to make such disclosure without, to the best of the receiving Party’s knowledge, breach of any legal or contractual obligation, (d) is independently developed by the receiving Party without use of the Confidential Information of the disclosing Party, as demonstrated by competent evidence, or (e) is disclosed by the receiving Party with the disclosing Party’s prior written approval.
3. “Consultant” means a specialized service provider engaged by Knit Group or Partner (as defined below), as defined in each applicable Scope of Work (as defined below), to assist Client Group in its Project.
4. “Knit Services” means any services provided by Knit Group to Client Group under each applicable Service Addendum (as defined below).
5. “Force Majeure Event” means any act beyond a Party’s reasonable control, including, without limitation, any of the following: (a) flood, fire, earthquake, or explosion, (b) epidemic, pandemic, or other health emergency, (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, (d) government order or law, (e) actions, embargoes, or blockades in effect on or after the date of this Agreement, and (f) action by any governmental authority.
6. “Intellectual Property Rights” means all copyright rights, patent rights, trademark rights, mask work rights, rights of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all applications therefor and registrations, renewals, continuations, continuations in part and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country, or jurisdiction.
7. “Partner” means any qualified third party service provider through which Knit Group will provide the Knit Services and with which is operating in partnership with Knit Group under a separate written agreement.
8. “Terms of Service” mean the Knit Platform Terms of Service, as may be in effect from time to time.

2. Services.

1. Client Group and each Knit Group Member may, during the Term (as defined below), enter into one or more service addendum for the provision of certain Knit Services (each, an “Service Addendum”). Client Group retains Knit Group to provide the Knit Services in accordance with any applicable Service Addendum and its corresponding Scope of Work (“Scope of Work”), and the terms of this Agreement. In the event of any inconsistency between the terms of any Service Addendum and this Agreement, the terms of the applicable Service Addendum shall prevail to the extent of such inconsistency.
2. The Parties acknowledge and agree that during the Term, the Knit Services may be modified and/or expanded through a Scope of Work executed by the authorized representatives of the Parties and which expressly refer to this Agreement and the applicable Service Addendum.
3. The terms and conditions of the specific Service Addendum which may be executed from time to time between the Parties shall apply to the provision of the applicable categories of the Knit Services detailed therein.

3. Knit Platform.

Subject to the terms of this Agreement, including, without limitation, the payment of all applicable fees during the Term, Knit Group hereby grants to Client Group a non-exclusive, non-sublicensable, and non-transferable license to access and use the Knit Platform solely for Client Group’s receipt of the Knit Services in accordance with the Terms of Service. In the event of any conflict between the terms of this Agreement and the Terms of Service, the terms of this Agreement shall prevail.

4. Fees; Payment.

1. Platform Fee. In consideration for the provision of the Knit Services and the license granted to access and use the Knit Platform, Client Group shall pay on a monthly basis the Platform Fee specified in the applicable Scope of Work (“Platform Fee”).
2. Services Fee. In consideration for the provision of the Knit Services, Client Group shall pay Knit Group such fees defined in each Service Addendum and in the amounts set forth in the applicable Scope of Work.
3. Reporting. Knit Group shall provide Client Group with reports showing details of the cost of the Knit Services, including all applicable fees during the relevant period, in the manner set forth in the applicable Scope of Work.
4. Payment Terms. Client Group shall pay the full amount invoiced to it by Knit Group in the manner set forth in the applicable Scope of Work. In case of dispute of any invoice amount, Client Group will pay all undisputed amounts in compliance with the payment terms agreed in this Agreement and the applicable Service Addendum and Scope of Work, and the Parties shall exert their best efforts to resolve the dispute.
5. Fee Changes. In the event of a change to local laws or regulations that increases the cost to Knit Group of its provision of the Knit Services, the Parties shall adapt the additional fees accordingly, provided that any such increase must be limited to the amount of the additional cost imposed upon Knit Group and that the Platform Fee will not be increased without the mutual written agreement of the Parties.
6. Taxes. All fees are exclusive of all state and local taxes, or other taxes or charges (other than income taxes payable by Knit Group) applicable to the receipt or use of the Knit Services. Client Group will pay all such charges or taxes in accordance to the terms of the applicable invoice date.
7. Late Payments. If Client Group fails to make any payment due to Knit Group under this Agreement on the due date for such payment, without limiting Knit Group’s other remedies under this Agreement or the applicable Service Addendum or Scope of Work, Knit Group may, in its sole discretion, carry out one or more of the following until all applicable outstanding payments are paid in full: (i) terminate Client Group’s license and access rights to the Knit Platform; and (ii) assess a late interest fee at the rate of 0.055% of the outstanding balance per day, or the maximum rate permitted by law, whichever is lower. Knit Group shall be entitled to recover from Client Group all costs and expenses incurred in connection with collecting any outstanding payments, including, without limitation, costs of investigation, attorneys’ fees, court costs and costs of any third-party collection agency.

5. Confidentiality.

1. Confidential Information. The Parties acknowledge that by reason of their relationship under this Agreement, each Party may disclose or provide access to the other Party certain Confidential Information. All Confidential Information shall remain the exclusive property of the disclosing Party.
2. Use of Confidential Information; Standard of Care. The receiving Party shall maintain the disclosing Party’s Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors, and representatives who (a) need to know such Confidential Information to fulfill the business affairs and transactions between the Parties under this Agreement, (b) have been informed of the confidential nature of the Confidential Information furnished by the disclosing Party and the receiving Party’s obligations with respect thereto, and (c) are under confidentiality obligations no less restrictive as this Agreement. The receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Each Party shall only use the Confidential Information in furtherance of the performance of its obligations under this Agreement, and agrees not to use the other Party’s Confidential Information for any other purpose or for the benefit of any third party.
3. Required Disclosures. If the receiving Party is confronted with legal action to disclose the Confidential Information received under this Agreement from the disclosing Party, the receiving Party shall, unless prohibited by the applicable laws, provide prompt written notice to the disclosing Party to allow the disclosing Party an opportunity to seek a protective order or other relief that it deems appropriate, and the receiving Party shall reasonably assist the disclosing Party in such efforts. If disclosure is nonetheless required, the receiving Party shall limit its disclosure to only the portion of the Confidential Information which must be disclosed as advised by its legal counsel.
4. Unauthorized Use or Disclosure of Confidential Information; Equitable Relief. In the event that the receiving Party discovers that any Confidential Information of the disclosing Party has been used, disseminated, or accessed in violation of this Agreement, the receiving Party will immediately notify the disclosing Party, take all commercially reasonable actions available to minimize the impact of the use, dissemination, or publication, and take the necessary steps to prevent any further breach of this Agreement. The receiving Party agrees and acknowledges that any breach or threatened breach of the Confidential Information may result in irreparable harm to the disclosing Party for which there may be no adequate legal remedy. In such an event, the disclosing Party shall be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement, in addition to all other legal and equitable remedies.
5. Return of Confidential Information; Survival. The receiving Party shall promptly return or, at the disclosing Party’s option, certify destruction of all copies of Confidential Information upon request of the disclosing Party or within thirty (30) days following the expiration or earlier termination of this Agreement. Notwithstanding any expiration or termination of this Agreement, the receiving Party’s obligations to protect the Confidential Information pursuant to this Section will survive for two (2) years after the expiration or earlier termination of this Agreement, provided that the Parties’ obligation to maintain the confidentiality of the other Party’s trade secrets shall survive for as long as such information and materials remain a trade secret.

6.Intellectual Property.

Knit Group owns and shall exclusively own all right, title, and interest in and to the Knit Platform and all other Knit Group materials, including, without limitation, all Intellectual Property Rights associated therewith. Except as otherwise specifically stated herein, Knit Group does not assign or grant any license, right, title, or interest in or to the Knit Platform or other Knit Group materials, or any Intellectual Property Rights associated therewith.

7. Representations and Warranties.

Each Party represents and warrants that:

1. Power and Authority; Execution and Delivery. It has the power and authority, and the legal right to execute and deliver this Agreement, any Service Addendum, and any Scope of Work, and to perform its obligations under this Agreement, any Service Addendum, and any Scope of Work.
2. No Approvals. No consent or authorization of, filing with, notice to or other act by, or in respect of, any governmental authority or any other person is required in order for it to execute, deliver, or perform any of its obligations under this Agreement, any Service Addendum, and any Scope of Work.
3. No Violations. The execution and delivery of this Agreement, any Service Addendum, and any Scope of Work, and the consummation of the transactions contemplated in this Agreement, any Service Addendum, and any Scope of Work do not and will not violate any applicable law or constitute a default under any agreement or contract by which such Party may be bound.
4. Enforceability. This Agreement, any Service Addendum, and any Scope of Work represents a valid, legal, and binding obligation of the Party, enforceable against it in accordance with the terms of this Agreement, the applicable Service Addendum, and the applicable Scope of Work, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

8. Indemnification.

1. Client Group Indemnification. Client Group will indemnify, defend, and hold harmless Knit Group, its affiliates, officers, directors, employees, agents, and other representatives (collectively, “Knit Indemnitee”) from and against any judgments, losses, damages, liabilities, costs, or expenses (including, but not limited to, attorneys’ fees and legal expenses) Knit Indemnitee may suffer or incur in connection with any actual or threatened claim, demand, action, or other proceeding by any third party arising from or relating to (a) any breach by Client Group of this Agreement, any Service Addendum, or any Scope of Work; (b) any act or omission by Client Group, its employees, affiliates, agents, independent contractors, or third parties acting on behalf of Client Group, in connection with Client Group’s receipt of the Knit Services; (c) Client Group’s commercial activity or any form of legal entity in the jurisdiction where the Knit Services are performed; or (d) Client Group’s use, attempted use, or misuse of the Knit Services and/or Knit Platform.
2. Knit Group Indemnification. Knit Group will indemnify, defend, and hold harmless Client Group from and against any judgments, losses, damages, liabilities, costs, or expenses (including, but not limited to, attorneys’ fees and legal expenses) Client Group, its affiliates, officers, directors, employees, agents, and other representatives (collectively, “Client Group Indemnitee”) may suffer or incur in connection with any actual or threatened claim, demand, action, or other proceeding by any third party arising from or relating to (a) any breach by Knit Group of this Agreement; (b) any misrepresentation, negligence, or willful misconduct by Knit Group in connection with the performance of the Knit Services; or (c) any claim that the Knit Platform infringes any intellectual property or other rights of a third party, provided that Knit Group shall have no responsibility or liability for any claim to the extent resulting from or arising out of (i) the use of the Knit Platform that is not in compliance with this Agreement, the Terms of Service, or the applicable laws, (ii) the combination of the Knit Platform with any services not provided by and/or pre-approved in writing by Knit Group, (iii) the modification of the Knit Platform by any party other than Knit Group, or (iv) the use of any version of the Knit Platform that is not the most up-to-date version.
3. Procedure. Either Party claiming indemnification under this Section and any Service Addendum (“Indemnitee”) shall: (a) promptly provide the other Party (“Indemnifying Party”) with written notice of a claim upon becoming aware thereof; (b) allow Indemnifying Party to control the defense and settlement of the claim, provided that no settlement may be entered into without the consent of Indemnitee if such settlement would impose any liability or responsibility on Indemnitee; and (c) reasonably cooperate with Indemnifying Party, at Indemnifying Party’s expense, in the defense and settlement of the claim. Notwithstanding the foregoing, the Indemnitee may be represented in any such claim by counsel of its own choosing, at its own expense.

9. Limitation of Liability; Limitation of Warranty.

1. A PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, (A) ANY DAMAGES FOR LOST PROFITS, OR (B) ANY DAMAGES RESULTING FROM LOSS OF USE OR LOSS OF DATA. EXCEPT FOR (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 8 OR IN ANY APPLICABLE SERVICE ADDENDUM; (B) EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS IN SECTION 5; AND (C) A PARTY’S GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, A PARTY’S TOTAL LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT OR ANY SERVICE ADDENDUM OR SCOPE OF WORK SHALL NOT EXCEED THE TOTAL FEES PAID UNDER THE RELEVANT SCOPE OF WORK IN RESPECT OF WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE.
2. KNIT GROUP DOES NOT WARRANT OR GUARANTEE AND IS NOT RESPONSIBLE FOR ANY WORK PERFORMED OR SERVICES PROVIDED BY ANY CONSULTANT. KNIT GROUP DOES NOT WARRANT NOR GUARANTEE THAT THE KNIT PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. IN THE EVENT THAT THE KNIT PLATFORM ENCOUNTERS INTERRUPTIONS OR ERRORS, KNIT GROUP SHALL PROMPTLY RECTIFY THE RELEVANT ISSUES TO ENABLE CLIENT GROUP TO UTILIZE THE KNIT PLATFORM AS INTENDED. IT IS UNDERSTOOD AND AGREED THAT WHILE KNIT GROUP SHALL TAKE REASONABLE CARE AND USE COMMERCIALLY REASONABLE EFFORTS IN PROVIDING THE KNIT PLATFORM AND KNIT SERVICES, KNIT GROUP SHALL NOT BE LIABLE FOR THE TIMELY PROVISIONING OF ORDERS FOR CLIENT GROUP OR FOR ANY ACT OR OMISSION IN CONNECTION WITH THIS AGREEMENT OVER WHICH KNIT GROUP HAS NO CONTROL.
3. THE KNIT SERVICES AND KNIT PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS SET OUT IN THIS AGREEMENT, KNIT GROUP DOES NOT MAKE ANY OTHER WARRANTIES OR REPRESENTATIONS RELATING TO THE KNIT PLATFORM OR KNIT SERVICES. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED AND EXCLUDED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, THE USE OF THE KNIT SERVICES AND KNIT PLATFORM IS STRICTLY LIMITED TO THE PURPOSES SET FORTH IN THIS AGREEMENT, AND ANY OTHER USE IS EXPRESSLY PROHIBITED.

10. Dispute Resolution.

1. If a dispute arises out of or relates to this Agreement or any Service Addendum or Scope of Work, or the breach thereof, and if the dispute cannot be settled through negotiation, the Parties agree to first try in good faith to settle the dispute by mediation administered by the Hong Kong International Arbitration Centre (“HKIAC”) under its Commercial Mediation Procedures, before resorting to arbitration, litigation, or some other dispute resolution procedure.
2. If the Parties have not been successful in resolving the dispute through mediation under this Section, the Parties shall attempt to resolve the dispute through binding arbitration by a sole arbitrator selected by the Parties in accordance with the Commercial Arbitration Rules of the HKIAC in Hong Kong, China. Any award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.
3. Each Party shall bear its own expenses, and an equal share of the expenses of the mediator and/or arbitrator and the fees of the HKIAC. The Parties, their representatives, other participants, and the mediator and/or arbitrator shall hold the existence, content, and result of the dispute resolution process in confidence. Subject to other provisions of this Agreement, if a dispute is not resolved by arbitration, the Parties shall have the right to resort to any remedies permitted by law. All defenses based on passage of time shall be tolled pending the termination of the mediation and/or arbitration under this Section. Nothing in this Section will be construed to preclude either Party from seeking an injunctive relief in order to protect its rights pending an outcome in the mediation and/or arbitration. A request by a Party to a court for such injunctive relief shall not be deemed a waiver of the obligation to mediate and arbitrate under this Section.

11. Term; Termination.

1. Term. This Agreement shall take effect on the Effective Date and shall remain in effect for the Initial Term set forth above and shall thereafter automatically renew for successive one (1) year terms (each a “Renewal Term”), unless terminated in accordance with this Agreement. The Initial Term and any Renewal Term(s) shall collectively be the “Term.” The term of each Service Addendum shall commence on the applicable Effective Date set forth therein and remain in effect unless and until terminated in accordance with this Agreement or the Service Addendum. Upon the termination or expiration of this Agreement, (a) Client Group will cease all use of the Knit Platform; and (b) this Agreement will continue to govern the Parties’ rights and obligations with respect to the services performed prior to the termination and any rights and obligations which survive the termination of this Agreement.
2. Termination.
   
   1. Either Party may terminate this Agreement by giving not less than thirty (30) days prior written notice to the other Party or as provided for below.
   2. Knit Group may terminate this Agreement, the applicable Service Addendum, or any Scope of Work upon the happening of any of the following occurrences:
      
      1. if, having failed to pay one or more invoices by the due date and having been served notice by Knit Group to do so within fourteen (14) days, Client Group fails to pay all the amounts due, together with interest, within sixteen (16) days of receiving such notice; or
      2. if Client Group is in breach of a material term of this Agreement, the applicable Service Addendum, or any Scope of Work, and having been served notice by Knit Group to remedy any such breach, the Client Group fails to do so within thirty (30) days of receiving such notice.
   3. Client Group may terminate this Agreement, the applicable Service Addendum, or any Scope of Work if Knit Group is in breach of a material term of this Agreement, the applicable Service Addendum, or any Scope of Work and having been served notice by Client Group to remedy such breach, Knit Group fails to do so within thirty (30) days of receiving such notice.
   4. A Party may immediately terminate this Agreement in the event that the other Party becomes insolvent, makes a general assignment for the benefit of creditors, is subject to or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under the Federal Bankruptcy Code or any other federal, state, or foreign statute relating to insolvency or the protection of creditors, and the proceeding is not discharged within ninety (90) days after filing.
   5. Client Group acknowledges that Knit Group reserves the right to terminate this Agreement, the applicable Service Addendum or any Scope of Work in circumstances where the Knit Services or Knit Platform may be used other than as intended as reasonably determined by Knit Group, or where Client Group’s usage adversely affects or interferes with the operation of the product or service, or the use or receipt of the product or service by others.
   6. Notwithstanding the foregoing, either Party may terminate any Service Addendum or Scope of Work in accordance with the applicable terms and conditions set forth therein.
   7. Upon the termination or expiration of any Service Addendum, the applicable Service Addendum will continue to govern the Parties’ rights and obligations with respect to the services performed prior to the termination and any rights and obligations which survive the termination of the applicable Service Addendum.
3. Survival. The termination or expiration of this Agreement will not discharge or relieve either Party of any obligations that are intended to survive the termination of this Agreement, including but not limited to Sections 4 to 12.

12. General.

1. Relationship. The Parties are and will remain independent and separate entities. Nothing in this Agreement, Service Addendum, and Scope of Work will be deemed to establish a partnership, joint venture, agency, or employment relationship between the Parties. The Parties will have no right to obligate or bind the other Party in any manner to any third party. Without limiting the foregoing, a Party shall not make representations or warranties to third parties on behalf of the other Party. The Parties agree to deal with each other fairly and in good faith, and to perform all acts reasonably required to carry out the intent of this Agreement, and the applicable Service Addendum and Scope of Work.
2. Assignment. Client Group will not assign its rights and duties under this Agreement, the applicable Service Addendum, or any Scope of Work to another (including an affiliate) without the prior written consent of Knit Group, which will not be unreasonably withheld, delayed, or made subject to a condition. Any purported assignment in violation of this Section will be void and of no effect. No assignment will relieve Client Group of its previously accrued obligations under this Agreement, the applicable Service Addendum, or any Scope of Work. This Agreement, the applicable Service Addendum, or any Scope of Work will be binding upon and inure to Client Group’s permitted successors and assigns.
3. Notices. Any notice required or to be given to a Party will be provided in writing and addressed to such Party at its principal place of business, or at such other address as the Party may designate in writing, and will be sufficiently given by its actual delivery to the Party, or sent by electronic mail, or by registered mail, postage prepaid and return receipt requested, to the other Party, and the date of delivery, mailing, or electronic mail will be the date of the giving of such notice. This Section does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
4. Compliance with Laws. Each Party will comply with the applicable state, federal, and local laws, executive orders, and regulations in the performance of its obligations under this Agreement and any Service Addendum and Scope of Work, including, but not limited to, export control laws and regulations. Each Party certifies that there are no pending actions, suits, proceedings, or regulatory investigations that might affect its ability to meet and carry out its obligations under this Agreement, the applicable Service Addendum, or any Scope of Work. Both Parties acknowledge that they comply with all health and safety, security (including information security policies), privacy, and other policies, procedures, and requirements for all settings where Knit Group shall provide Knit Services under this Agreement.
5. Construction. The headings and captions appearing in this Agreement or any Service Addendum or Scope of Work have been inserted for the purpose of convenience and ready reference only and do not purport to and will not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain. Where the context so admits, words and expressions appearing in the singular form in this Agreement or any Service Addendum or Scope of Work may be interpreted in the plural form, and vice versa. Words having well known technical or trade meanings shall be so construed.
6. Waiver. No waiver of any provision of this Agreement, the applicable Service Addendum, or any Scope of Work will be effective unless made in writing and signed by the waiving Party, nor will any such waiver, if made, constitute a waiver of any subsequent breach of the same or of any other provision of this Agreement, and any Service Addendum, and Scope of Work. The failure of either Party at any time to enforce any right or remedy available to it under this Agreement, and any Service Addendum, and Scope of Work, or with respect to any breach or failure by the other Party, shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other Party.
7. Force Majeure. Neither Party shall be liable, including under this Section, for non-performance or interruption of the Knit Services (including delays by Knit Group in delivering the Knit Services), due to a Force Majeure Event. Unless the performance by Knit Group of its obligations under this Agreement, and any Service Addendum, and any Scope of Work is delayed by the occurrence of a Force Majeure Event for a period of more than six (6) months (and such delay is excused under this Section), no Force Majeure Event shall excuse permanent non-performance, but shall excuse only delays in the performance and only to the extent that such delays are directly attributable to such Force Majeure Event. Should any Force Majeure Event delay performance for a period of more than six (6) months, either Party, upon notice to the other Party, may terminate and rescind this Agreement and the applicable Service Addendum and Scope of Work.
8. Non-Exclusivity. This Agreement is non-exclusive and nothing contained in this Agreement shall prevent either Party from undertaking similar activities or entering into similar agreements for similar purposes with third parties.
9. Governing Law. This Agreement and any Service Addendum or Scope of Work will be construed in accordance with and governed by the substantive laws of Hong Kong, China. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
10. Publicity. Except as set forth in this Agreement, without the other Party’s prior written consent in each instance, no Party will (a) make any public statements or issue any press releases regarding this Agreement, and any Service Addendum, and any Scope of Work or the relationship between the Parties, (b) disclose or publish the terms and conditions of this Agreement, and any Service Addendum, and any Scope of Work, or (c) use the other Party’s name, logo, or trademarks.
11. Severability. If any provision of this Agreement, and any Service Addendum, and any Scope of Work is held invalid or unenforceable under any applicable law, such invalidity or unenforceability will not affect any other provision of this Agreement, and any Service Addendum, and any Scope of Work that can be given effect without the invalid or unenforceable provision, and this Agreement, and any Service Addendum, and any Scope of Work will be construed as if the said invalid or unenforceable provision had not been contained in this Agreement, and any Service Addendum, and any Scope of Work.
12. Remedies Cumulative. The rights and remedies of the Parties under this Agreement, and any Service Addendum, and any Scope of Work will be cumulative and in addition to all other rights and remedies available at law and in equity.
13. Counterparts; Electronic Signatures. This Agreement, and any Service Addendum, and any Scope of Work may be executed in multiple counterparts, each of which will be deemed to be an original, and all such counterparts will constitute only one instrument. An electronic signature or a scan of an original signature or digitally signed version transmitted to the other Party is effective as if the original was sent to the other Party.

CONSULTING SERVICES AGREEMENT

Knit Group and Client Group will be individually referred to as a “Party” and collectively as the “Parties.” Terms not defined in this Consulting Agreement shall have the meaning ascribed to them in the Agreement.

1. Context

1. Client Group requires specialized service providers for the completion of Client Group’s Project as defined in each applicable Consulting SOW.
2. Knit Group is engaged in the business of providing Client Groups with specialized consulting services, through one or more consultants, to accomplish certain projects or deliver certain services as may be defined in each Consulting SOW (“Consulting Services”).
3. Client Group retains Knit Group to provide the Consulting Services in accordance with any applicable Consulting SOW as executed between the Parties from time to time.

2. Services.

1. Client Group and each Knit Group Member may, during the Term, enter into one or more Consulting Scope of Work (“Consulting SOW”) for the provision of the Consulting Services.
2. The Parties acknowledge and agree that during the term of the Agreement and the Consulting Agreement, the Consulting Services may be modified and/or expanded through a Consulting SOW executed by the authorized representatives of the Parties and which expressly refers to this Consulting Agreement. In the event of any inconsistency between the terms of any Consulting SOW and the Consulting Agreement, the terms of the applicable Consulting SOW shall prevail to the extent of such inconsistency.

3. Fees; Payment.

1. Consulting Fee. In addition to the fees set forth in the Agreement, Client Group shall pay to Knit Group a fee in the amount set forth in the Consulting SOW (“Consulting Fee”).
2. Consultant Set-up Fee. Client Group shall pay Knit Group a one-time non-refundable Consultant Set-up Fee.
3. Fee Deposit. Within five (5) days from the SOW Effective Date, Client Group shall pay Knit Group a deposit in the amount set forth in the applicable Consulting SOW (“Fee Deposit”). Knit Group shall return the Fee Deposit to Client Group within thirty (30) days of Knit Group’s receipt of the full and final payment of all invoices relating to the applicable Consulting SOW after its termination. Knit Group shall not be obliged to provide the Consulting Services until it has received the Fee Deposit from Client Group. In the event that Client Group fails to pay any undisputed invoice from Knit Group, Client Group shall not be entitled to claim the Fee Deposit from Knit Group.
4. Additional Fees. In the event of a change to local laws or regulations that may generate additional expenses, external costs, and charges incurred by Knit Group in the performance of its obligations under this Consulting Agreement, such expenses, costs, and charges shall be reimbursed by Client Group (“Additional Fees”), provided that any such increase must be limited to the amount of the additional cost imposed upon Knit Group and that the Platform Fee will not be increased without the mutual written agreement of the Parties. Knit Group will provide relevant supporting documentation of the Additional Fees upon Client Group’s written request.
5. Off-Boarding Fee. Client Group shall pay Knit Group a fee equal to one (1) month Platform Fee in the event that Client Group requests Knit Group to terminate any Consulting SOW provided that such termination is initiated by the Client Group in breach of the terms of this Agreement.
6. Late Payments. If Client Group fails to make any payment due to Knit Group under this Consulting Agreement and/or any Consulting SOW on the due date for such payment, without limiting Knit Group’s other remedies under the Agreement, this Consulting Agreement and/or the applicable Consulting SOW, Knit Group may cease the provision of any Consulting Services hereunder by the Consultant to Client Group until all applicable outstanding payments are paid in full.
7. Expenses. Client Group shall reimburse Knit Group for any costs, including any applicable legal cost approved by Client Group (unless mandated by the law), incurred by Knit Group in connection with the engagement of the Consultant and the provision of the Consulting Services, and as may be further set forth in the applicable Consulting SOW.
8. End of Service Compensation Accrual. From the Consulting SOW Effective Date until terminated, Client Group shall accrue on a monthly basis an amount related to the cost of ending the engagement of a Consultant according to local laws and best practices in the jurisdiction where the Consultant is engaged, as may be set forth in the applicable Consulting SOW or otherwise instructed by Knit Group in advance (“End of Service Compensation Accrual”). For the avoidance of doubt, the End of Service Compensation Accrual does not warrant nor guarantee Knit Group's ability to terminate a Consultant. In the event that the End of Service Compensation Accrual is not due or not used in whole or in part upon the termination of any Consulting SOW, Knit Group shall return the End of Service Compensation Accrual or its non-used part to Client Group within thirty (30) days of Knit Group’s receipt of the full and final payment of all invoices relating to the applicable Consulting SOW after its termination. In the event that Client Group fails to pay any undisputed invoice from Knit Group, Client Group shall not be entitled to claim the return of the End of Service Compensation Accrual from Knit Group. Notwithstanding the above, Client Group shall bear any and all additional costs related to or due to the termination of the Consulting Services in accordance with local laws and best practices as determined by Knit Group in the applicable jurisdiction.

4. Intellectual Property.

1. Knit Group shall ensure that the Consultant, as part of its engagement by Knit Group executes, an invention assignment agreement or clause in favor of Knit Group in connection with the Intellectual Property Rights created or developed by the Consultant in the provision of the Knit Consulting Services (“IP Assignment”).
2. Subject to the terms hereof, Knit Group hereby assigns to Client Group, to the fullest extent permitted by applicable law, any and all Intellectual Property Rights related to the IP Assignment that has been assigned to Knit Group by virtue of such IP Assignment.
3. If any steps or actions beyond the IP Assignment (including but not limited to any additional agreements) were required under applicable law (“Additional Actions”), such Additional Actions shall be taken at Client Group’s sole request and expense. Knit Group shall fully cooperate to take such Additional Actions under Client Group’s sole responsibility.

5. Responsibilities and Obligations of Knit Group.

1. Knit Group will provide to Client Group the Consulting Services in accordance with the Consulting SOW.
2. Knit Group will handle, without limitation: (a) the payment of all the Consultant’s salaries and benefits in accordance with all applicable laws, rules, and regulations, (b) ensuring the Consultant is legally authorized to work within the jurisdiction where the Consulting Services will be provided, and (c) if applicable, for USA Consultant provide health coverage to the Consultant under the Affordable Care Act’s (ACA) employer mandate and its implementing regulations, and providing the certificate of coverage to Client Group. Knit Group represents and warrants that it will comply with all applicable laws, including the ACA, in performing its obligations in this Section.
3. Knit Group will maintain at its own expense all insurance coverage, including employer liability insurance, required by the applicable laws for the provision of the Consulting Services. Upon Client Group’s request, Knit Group shall deliver certificates of insurance, if any, to Client Group.
4. Knit Group will require the Consultant to comply with Client Group’s policies and guidelines (provided such policies and guidelines are compliant with the applicable laws and the internal policies of Knit Group) while providing the Consulting Services to Client Group.
5. During the Consultant’s engagement with Knit Group for the provision of the Consulting Services, Knit Group will cause the Consultant to execute, in accordance with the local laws and regulations where the Consulting Services are being performed, (a) an invention assignment agreement within the applicable agreement covering the Client Group Developments in favor of Knit Group, and (b) confidentiality and non-use undertakings covering any Confidential Information of Client Group. Upon the Client Group's request, Knit Group shall provide copies of any agreement or commitment referenced in this clause.
6. The Consultant assigned to perform any Consulting Services to Client Group under this Consulting Agreement is and shall remain an employee of Knit Group for the duration of the Consulting Services pursuant to any Consulting SOW. For the avoidance of doubt, the Consultant shall not be entitled to participate in any of Client Group’s employee benefit plans.

6. Responsibilities and Obligations of Client Group.

1. Client Group acknowledges that Knit Group shall be solely and exclusively responsible for the engagement of the Consultant. Notwithstanding the foregoing, Client Group shall be solely responsible for: (a) their relationship with the applicable Consultant on its provision of the Consulting Services, (b) maintaining a safe work environment at all times, (c) maintaining all requisite business licenses (including professional licenses), and (d) compliance with all applicable laws, rules, and regulations in connection with its receipt of the Consulting Services from the applicable Consultant.
2. While receiving and/or using the Consulting Services, Client Group shall treat the Consultant according to Knit Group’s guidance and policies as may be provided to Client Group from time to time.
3. Client Group shall provide Knit Group with reasonable prior written notice of any (a) changes in the Consulting SOW, (b) changes impacting the provision of the Consulting Services, or (c) changes impacting the Consultant’s provision of the Consulting Services (including, without limitation, any legal claim, injury, or incident relating to the Consultant or the workplace), such that Knit Group may comply with the applicable laws and/or reasonably inform in advance the Consultant, any applicable authority, or any other relevant third party, in accordance with any notice periods required by law, agreement, or best practice. Client Group shall also provide Knit Group with prior written notice on any matters which may confer to Client Group a right to terminate this Consulting Agreement or any Consulting SOW. In case of the termination of the provision of the Consulting Services by a specific Consultant, Client Group shall fully cooperate with Knit Group and follow Knit Group’s instructions in order to terminate this Consulting Agreement and/or any applicable Consulting SOW in accordance with the applicable laws.
4. Client Group agrees to promptly pay all fees and costs invoiced by Knit Group. Client Group shall not make any payments relating to the Consulting Agreement and the Agreement directly to the Consultant.
5. Client Group shall be liable for any additional costs and losses arising from Client Group’s failure to comply with the obligations described above in this Section.

7. Indemnification.

1. Indemnification for Prior Engagement. Client Group shall indemnify and hold harmless Knit Group Indemnitee against any legally enforceable claim made by the Consultant relating to or arising from any engagement directly or indirectly undertaken by the Consultant with or for Client Group prior to the beginning of Consultant’s engagement with Knit Group. Such costs and fees may include, without limitation, additional remuneration, accrued statutory leave, seniority benefits, termination indemnity, rights and obligations gained as a result of deemed employment, and loss of earnings or status, whether perceived or actual, of Consultant as well as any employer’s costs, contributions, taxes, or similar costs relating to or arising from the foregoing. For the avoidance of doubt, engagement shall mean engagement in any form including, but not limited to, as an employee, or an independent contractor or sub-contractor, whether directly or via one or more third parties.
2. Permanent Local Establishment. Client Group acknowledges and agrees that any permanent local establishment risk or liability affecting Client Group in the country or state where the Consulting Services are being provided under this Consulting Agreement shall be exclusively Client Group’s responsibility. Client Group shall indemnify and hold Knit Indemnitee harmless against any such risk or liability.

8. Non-Competition.

Knit Group agrees not to provide the services of the Consultant providing Client Group with any Consulting Services (“Client Group-Assigned Consultant”) to another Client Group whose products or services compete with or are substantially similar to those offered by Client Group for a period of six (6) months after the expiration or termination of the applicable Consulting SOW covering such Client Group-Assigned Consultant, unless authorized by Client Group or upon request by another Client Group in good faith and without solicitation by Knit Group.

9. Term; Termination.

1. The Consulting Agreement shall be valid from the Effective Date and shall remain in full force and effect until terminated (“Consulting Services Term”).
2. Either Party may terminate this Consulting Agreement by giving not less than thirty (30) days prior written notice to the other Party or as provided in the Agreement in sections 11.2.2, 11.2.3, or 11.2.5. In the event of the termination of this Consulting Agreement, the Consulting Services being provided under any Consulting SOW will continue to be performed and paid until the Consulting SOW is terminated in accordance with the termination provisions contained in such Consulting SOW or until the expiration of the term of such Consulting SOW.
3. Notwithstanding Section 9.2 above, Client Group may request Knit Group to terminate a Consulting SOW provided that Client Group complies with its obligations under Section 6 of this Consulting Agreement. Knit Group will take all reasonable steps necessary to terminate any Consulting SOW at the earliest possible date without violating any relevant laws, regulations, or agreements to limit exposure to potential lawsuits and related risks.
4. In the event of any termination pursuant to Sections 9.2 and 9.3 above, Client Group shall remain obligated to pay Knit Group for any Consulting Services performed up to the date of termination, and any expenses approved by Client Group or required by the law. In particular, Client Group shall bear any Termination Costs (as defined below) arising from or related to the termination of the Consulting Agreement and/or any Consulting SOW, or any claims by any Consultant in connection with the termination of the Consulting Agreement or Consulting SOW. “Termination Costs” means any payment required under the law, legal fee, loss, damage, liability, cost, charge, and/or expense (including any costs of enforcement).

PAYROLL SERVICES AGREEMENT

Knit Group and Client Group will be individually referred to as a “Party” and collectively as the “Parties.” Terms not defined in this Consulting Agreement shall have the meaning ascribed to them in the Agreement.

1. Context

1. Client Group requires specialized payroll services for the completion of Client Group’s Project as defined in each applicable Payroll SOW.
2. Knit Group is engaged in the business of providing Client Groups with payroll services, through one or more consultants, to accomplish certain projects or deliver certain services as may be defined in each Payroll SOW (“Payroll Services”).
3. Client Group retains Knit Group to provide the Payroll Services in accordance with any applicable Payroll SOW as executed between the Parties from time to time.

2. Services

1. Client Group and each Knit Group Member may, during the Term, enter into one or more Payroll Scope of Work (“Payroll SOW”) for the provision of the Payroll Services.
2. The Parties acknowledge and agree that during the term of the Agreement and the Payroll Agreement, the Payroll Services may be modified and/or expanded through a Payroll SOW executed by the authorized representatives of the Parties and which expressly refers to this Payroll Agreement. In the event of any inconsistency between the terms of any Payroll SOW and the Payroll Agreement, the terms of the applicable Payroll SOW shall prevail to the extent of such inconsistency.
3. Accuracy of Client Group Information - The Services provided hereunder will be based upon information provided to Knit Group by Client Group, including proof of tax identification numbers and frequency of tax remittances, and Knit Group shall not be responsible for any false, inaccurate or incomplete information provided to Knit Group by Client Group. Knit Group shall be responsible and hereby agrees to properly process payments in accordance with the instructions and information provided by Knit Group.
4. Review of Data - Client Group will promptly review all records prepared by Knit Group, including disbursements, whether delivered electronically or otherwise, for validity and accuracy.
5. Government Notices - Client Group shall notify Knit Group of any communications or notices it receives from governmental authorities that may affect the Services (including changes to the frequency of tax remittances) and Knit Group shall have no liability resulting from any failure or delay by the Client Group to notify Knit Group of any such communication or notice. Once so notified, Knit Group shall perform the Payroll SOW in accordance with the instructions and communications provided by Client Group.
6. Responsibility for Compliance with Laws - Each of the parties shall be responsible for its own compliance with all laws and governmental regulations affecting its business, including but not limited to any applicable data protection or privacy laws. Notwithstanding the preceding, Knit Group shall be responsible to maintain the data and premises security as set out in this Agreement to safeguard and protect all Client Files and Personal Information provided to it by Client Group.
7. Cheque Release; Recovery of Funds; Stop Payments – Client Group agrees to cooperate with Knit Group to recover funds erroneously included in any cheques or electronic payments issued to any Payee or credited to any Payee’s account in error, whether such error was caused by Client Group or Knit Group. If the Client Group decides to stop payment on any cheque or to recall or reverse an electronic payment, Client Group shall provide Knit Group with a stop payment request in the form approved by Knit. Client Group acknowledges that Knit’s placement of a stop payment request is not a guarantee that such stop payment will occur. Client Group shall not request Knit Group to stop payment with respect to funds to which the applicable Payee is rightfully entitled. If funds were erroneously paid due to an error by Knit Group, then Knit Group shall be responsible for and shall reimburse Client Group the full amount of such funds whether or not recovered from the Payee. In all other cases, Knit shall use commercially reasonable efforts to assist Client Group in the recovery of such amounts.

3. Fees; Payment.

1. Payroll Fee. In addition to the fees set forth in the Agreement, Client Group shall pay to Knit Group a fee in the amount set forth in the Payroll SOW (“PayrollFee”).
2. Payroll Set-up Fee. Client Group shall pay Knit Group a one-time non-refundable payroll set-up fee in the amount set forth in the Payroll SOW (“Payroll Set-up Fee”).
3. Additional Fees. In the event of a change to local laws or regulations that may generate additional expenses, external costs, and charges incurred by Knit Group in the performance of its obligations under this Payroll Agreement, such expenses, costs, and charges shall be reimbursed by Client Group (“Additional Fees”), provided that any such increase must be limited to the amount of the additional cost imposed upon Knit Group and that the Platform Fee will not be increased without the mutual written agreement of the Parties. Knit Group will provide relevant supporting documentation of the Additional Fees upon Client Group’s written request.
4. Late Payments. If Client Group fails to make any payment due to Knit Group under this Payroll Agreement and/or any Payroll SOW on the due date for such payment, without limiting Knit Group’s other remedies under the Agreement, this Payroll Agreement and/or the applicable Payroll SOW, Knit Group may cease the provision of any Payroll Services hereunder by the Payroll to Client Group until all applicable outstanding payments are paid in full.
5. Expenses. Client Group shall reimburse Knit Group for any costs, including any applicable legal cost approved by Client Group (unless mandated by the law), incurred by Knit Group in connection with the provision of the Payroll Services, and as may be further set forth in the applicable Payroll SOW.

4. Intellectual Property.

1. Knit Group Ownership of Proprietary Rights - The Knit Group Products are the exclusive property of Knit Group and/or its licensors. All rights, title and interest in or to any copyright, trademark, service mark, trade secret and other proprietary right relating to the Knit Group Products and the related logos, product names, etcetera are reserved for the sole benefit of Knit Group. A personal, non-exclusive, non-transferable right and license is being granted to the Client Group to use the Knit Group Products solely for the Client Group’s exclusive business usage, which are delivered to the Client Group as part of the Payroll SOW. Client Group shall not have any interest in the Knit Group Products, except for the license granted to the Client Group under this Agreement or applicable third party license agreement delivered with such Knit Group Products. Client Group will not make any alteration, change or modification to any of the Knit Group Products. Client Group may not recompile, decompile, disassemble, or make or distribute any other form of, or any derivative work from, the Knit Group Products.
2. Client Group Ownership of Proprietary Rights – Knit Group acknowledges and agrees that all worldwide right, title and interest including, all intellectual property rights in and to the Client Group Files shall be the exclusive property of Client Group. Knit does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of the Client Group Files, other than to use same for the sole purpose of performing the Services and for no other purpose whatsoever.

5. Client Group Files, Personal Information & Security.

1. Client Group Files – Except as otherwise provided herein Knit Group is not responsible for the loss of or alteration to the Client Group Files. Accordingly, the Client Group will keep copies of all source documents of the Client Group Files and will maintain a procedure, independent of Knit Group and the Payroll SOW, for the reconstruction of lost or altered Client Group Files. Client Group will also retain copies of all reports and other data provided by Knit Group that are included in the Payroll SOW. Knit shall logically isolate all Client Group Files, Personal Information and Client Group Confidential Information, input materials, output materials and other items being processed (collectively called "Client Data") from those of its other clients at all times, including under adverse conditions. Knit Group will control and maintain the security of all identification codes and passwords in relation to services perform under the Payroll SOW and access by any person and promptly report to Client Group any errors or irregularities in the services perform under the Payroll SOW or any unauthorized use of any part thereof of which it is aware.
2. Protection of Personal Information – Knit Group acknowledges that in the course of its provision of the Payroll SOW, it will be provided with and have access to personal information. Knit Group acknowledges that all personal information collected or accessible to Knit Group in the course of providing the Payroll SOW, including all personal information in respect of Client Group or its affiliates' employees, customers or service providers ("Client Personal Information") constitutes Confidential Information (without reference to the exclusions as to what constitutes Confidential Information) of Client Group to which the provisions of confidentiality applies, except to the extent such provisions are inconsistent with this Section, which prevails with respect to Client Group personal information. In addition to the obligations set out in the confidentiality provisions, Knit will:
   
   1. not collect, handle, use, copy, sell, disclose, dispose of or destroy any Client Group’s personal information except as strictly necessary to perform its obligations under this Agreement;
   2. take all reasonable steps to protect Client Group’s personal information from loss, theft, or unauthorized use, access, disclosure, copying, alteration or destruction, provided that such steps are equal to or greater than the requirements under Applicable Laws ("reasonable steps" to be taken by Knit Group include, the use of physical, organizational and technological measures to safeguard Client Personal Information, such as where appropriate, access controls, encryption or other suitable means);
   3. appoint a Knit Group personnel providing services under this Agreement who has a senior position at Knit Group and who is knowledgeable of privacy and data security issues as responsible Knit Group representative for complying with privacy requirements to manage and monitor Knit Group 's privacy compliance under this Agreement. Such Knit Group's personnel shall act as Knit Group 's principal point of contact with  Client Group regarding privacy matters;
   4. comply with all applicable privacy legislation;
   5. as reasonably requested by Client Group perform its obligations under this Agreement in a manner that will enable Client Group to comply with privacy legislation;
   6. provide to Client Group such information regarding Knit's compliance with this Section as required to enable Client Group to comply with its obligations under Applicable Laws with respect to Client Personal Information;
   7. refer to Client Group all requests for access to Client Personal Information and respond to any such request only by making reference to such referral. If Client Group is required by any Privacy Legislation to provide Client Personal Information to an individual that is in Knit Group's possession or control, at Client Group’s request, Knit Group will provide such Client Personal Information and will meet any reasonable deadlines for such provision required to enable Client Group to comply with any such deadlines applicable under such Privacy Legislation to the provision of such Client Personal Information;
   8. if not legally prohibited from doing so, notify Client Group of any subpoena, warrant, order, demand, requirement or request (including any national security letter) made by a governmental or regulatory authority for the disclosure of Client Personal Information, and, to the maximum extent permitted by Applicable Laws, oppose, seek judicial relief of and appeal any such subpoena, warrant, order, demand, requirement or request;
   9. at Client Group's direction, cooperate and comply with any requests or instructions issued by any privacy or data protection authority, and any other Governmental Authority applicable to Client Group;
   10. deliver to Client Group all Client Personal Information in its possession or control in whatever form (or at Client Group’s request, destroy all such Client Personal Information), including all working papers, notes, memoranda, reports, data in machine readable form or otherwise, upon the expiration or termination of this Agreement, or at such earlier time as Client Group may request and, upon delivery of the Client Personal Information to Client Group, Knit Group shall ensure that no record of the Client Personal Information remains in Knit's possession. An officer of Knit Group will provide a written certification, in a form determined by Client Group, attesting to the fact that no record of the Client Personal Information remains in the Knit Group's possession, as required by Client Group, upon the request of Client Group.

6. Indemnification.

1. Client Group Indemnity - Client Group will indemnify and save harmless Knit Group, its directors, officers and shareholders, past, present and future from and against any and all expenses, losses, damages or liabilities as and when incurred, including, without limitation, penalties, interest and reasonable legal fees (on a solicitor and own Client Group basis) and expenses relating to all claims, debts, demands, suits, actions and causes of action whatsoever which may be brought or made against Knit Group by any person, government department or agency, as well as all losses, costs, damages, expenses and liabilities, which may be suffered or incurred by Knit Group arising out of:
   
   1. any incorrect information provided by Client Group to Knit Group in relation to the Payroll SOW;
   2. fraudulent actions by Client Group; or (iii) the negligence or willful misconduct by Client Group in relation to the Payroll SOW.
2. Knit Group Indemnity - Knit Group will indemnify and save harmless Client Group, its directors, officers and shareholders, past, present and future from and against any and all expenses, losses, damages or liabilities as and when incurred, including, without limitation, penalties, interest and reasonable legal fees (on a solicitor and own client basis) and expenses relating to all claims, debts, demands, suits, actions and causes of action whatsoever which may be brought or made against the Client Group by any person, government department or agency well as all losses, costs, damages, expenses and liabilities, which may be suffered or incurred by Client Group arising out of: (i) the incorrect processing of payroll by Knit Group; (ii) Knit Group’s failure to maintain, account and record proper and separate trust accounts in relation to Client’s monies provided in relation to the Services; (iii) fraud or misconduct by Knit Group and any parties for whom Knit Group is responsible, including its employees, agents and subcontractors; (iv) negligence; and (v) any intellectual property infringement of Knit Group’s Products.
3. Procedure for Indemnification – If a Party has a claim for indemnification from the other Party, then the indemnified Party shall provide the indemnifying Party: (i) prompt written notice of the Claim or of any allegations or circumstances known to the indemnified Party which could result in a Claim; and (ii) all reasonable information and assistance from the indemnified Party, at the indemnifying Party’s expense, which the indemnifying Party may require to defend the Claim. The indemnifying Party shall have carriage of the defence of the Claim, and all negotiations for the settlement or compromise thereof, provided that the indemnified Party may have counsel present to represent indemnified Party’s interest and that no settlement or compromise thereof shall attach any liability to or require payment from indemnified Party.

7. Termination

1. The Payroll Agreement shall be valid from the Effective Date and shall remain in full force and effect until terminated (“Payroll Services Term”).
2. Either Party may terminate this Payroll Agreement by giving not less than thirty (30) days prior written notice to the other Party. In the event of the termination of this Payroll Agreement, the Payroll SOW services being provided under any Payroll SOW will continue to be performed and paid until the Payroll SOW is terminated in accordance with the termination provisions contained in such Payroll SOW or until the expiration of the term of such Payroll SOW.
3. Notwithstanding Section 7.2 above, Client Group may request Knit Group to terminate a Payroll SOW. Knit Group will take all reasonable steps necessary to terminate any Payroll SOW at the earliest possible date without violating any relevant laws, regulations, or agreements to limit exposure to potential lawsuits and related risks.
4. In the event of any termination pursuant to Sections 7.2 and 7.3 above, Client Group shall remain obligated to pay Knit Group for any services performed under the Payroll SOW up to the date of termination, and any expenses approved by Client Group or required by the law. In particular, Client Group shall bear any termination costs arising from or related to the termination of the Payroll Agreement and/or any Payroll SOW, or any claims in connection with the termination of the Payroll Agreement or Payroll SOW. “Termination Costs” means any payment required under the law, legal fee, loss, damage, liability, cost, charge, and/or expense (including any costs of enforcement).