MANAGED SERVICES CONSULTING AGREEMENT

This Agreement was last updated on May 28, 2025. See previous versions of the Subscription Service Agreement in our Policy Archives. This Managed Services Consulting Agreement applies only if you and Harness Technologies, Inc. have executed an Order Form referencing this Agreement.

This Managed Services Consulting Agreement (this "Agreement"), dated as of the Effective Date set forth in the Order Form executed between the parties (the "Effective Date"), is by and between Harness Technologies, Inc., a Delaware corporation ("Harness") and the customer identified in an Order Form (the "Client"). Each of Harness and Client are referred to herein as a "Party" and collectively, the "Parties."

WHEREAS, Client desires to retain Harness to provide certain Services (as defined below), and Harness is willing to perform such Services upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definitions. Unless otherwise defined in this Agreement, capitalized terms have the meanings provided to them on Appendix 1.
Services. Client does hereby retain the services of Harness to assist it through the provision of advice, management, creative, and related fundraising consulting services (the "Services"). The Services that Harness will perform on behalf of Client hereunder are more fully described in the package descriptions set forth in the Harness Catalog of Services, as selected by Client in the applicable Order Form. The Catalog is subject to periodic updates. Client acknowledges that the scope of Services is limited to the package selected unless otherwise agreed in writing via new Order Form. If Client makes any specific or unique requests in any Order Form(s), Harness shall have the right, in its sole and absolute discretion to modify the payment terms or reject any requests. If Client would like to make any changes or amendments to the Services, a new Order Form may be requested and included as a formal amendment to this Agreement.
Rights and Obligations of Client and Harness.
1. Client shall cooperate with Harness in all matters relating to the Services and appoint a Client employee, volunteer, or other designee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement (the "Client Contract Manager"). Client shall assist Harness in the implementation of the Services and shall be an active participant in Harness' performance of the Services, including without limitation, (i) providing strategic input and documentation; and (ii) printing all project documents and supporting the distribution to Client approved target audiences. Further, Client shall provide Harness with access to Client's premises, employees, data systems, administrative and organizational systems and other Client Materials as reasonably requested by Harness.
2. Harness and Client shall work together in finalizing all proposed work products before using said work product in agreement-specific setting requiring the engagement of external audiences.
3. If Harness' performance of its obligations under this Agreement or any applicable Order Form is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Harness shall not be deemed in breach of its obligations under this Agreement or such Order Form or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.
Term and Termination.
1. Term. This Agreement shall commence as of the Effective Date and shall continue in effect until all Order Form(s) entered into by the Parties have expired or been terminated in accordance with this Agreement.
2. Termination. In addition to any other express termination right set forth in this Agreement:
  1. Harness may terminate this Agreement, effective on written notice to the Client, if the Client fails to pay any undisputed amount when due hereunder, and such failure continues more than thirty (30) days after Harness' delivery of written notice thereof;
  2. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement or the then-effective Order Form, and such breach is incapable of cure or, with respect to a breach capable of cure, the breaching Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; or
  3. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within ten (10) business days or is not dismissed or vacated within thirty (30) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
3. Effects of Termination or Expiration. Upon expiration or termination of this Agreement for any reason:
  1. Harness (i) shall promptly deliver to Client all Deliverables (whether complete or incomplete) for which Client has paid and all Client Materials in its possession and (ii) shall, subject to Section 5.1, on a pro rata basis, repay all fees and expenses paid in advance for any Services not performed or Deliverables not provided; provided, however, that, if Harness terminates this Agreement due to a breach by the Client, then the Client shall immediately pay to Harness all amounts then due under this Agreement in all amounts that would have become due during the remaining Term of this Agreement, but for such termination.
  2. Each Party shall (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party's Confidential Information, (ii) permanently delete all of the other Party's Confidential Information from its computer systems, and (iii) certify in writing to the other Party that it has complied with the requirements of this clause.
4. Survival. The rights and obligations of the parties set forth in this 4.4 and 1, 4.3, 6, 7, 8, 12, and 15, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
5. Renewal. Unless otherwise specified in the applicable Order Form, each Order Form will automatically renew for successive periods equal to the initial term (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least forty-five (45) days prior to the expiration of the then-current term. Renewal shall be on the same terms and conditions unless otherwise agreed in writing, provided that Harness may update its pricing for any Renewal Term by giving at least sixty (60) days’ written notice before the end of the then-current term.
Fees and Payment.
1. Orders. Client shall order Services pursuant to an Order Form. If Client wishes to amend any Services, Client shall complete and submit a new Order Form to Harness. Harness shall then have the right to review and, in its absolute discretion, approve or deny the new Order Form. All Services acquired by Client shall be governed exclusively by this Agreement and the applicable Order Form(s). In the event of a conflict between this Agreement and any Order Form, the terms of the applicable Order Form shall control, but only with respect to the specific Services described in that Order Form. For all other matters, this Agreement shall govern.
2. Invoicing and Payment. In consideration of the provision of the Services by Harness and the rights granted to Client under this Agreement, Client shall pay Harness the fees set out in the Order Form (the "Annual Fee"). Client agrees to reimburse Harness for all reasonable travel and out-of-pocket expenses incurred by Harness in connection with the performance of the Services.
3. Taxes. Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder. Any such taxes, duties, and charges currently assessed or which may be assessed in the future, that are applicable to the Services are for the Client's account, and Client hereby agrees to pay such taxes; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Harness' income, revenues, gross receipts, personnel, or real or personal property or other assets.
4. Suspension for Non-Payment. Harness reserves the right to suspend delivery of the Services if Client fails to timely pay any undisputed amounts due to Harness under this Agreement. Suspension of the Services shall not release Client of its payment obligations under this Agreement. Client agrees that Harness shall not be liable to Client or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Services resulting from Client’s nonpayment.
Intellectual Property Rights; Ownership.
1. Harness IP. Except as set forth in Section 6.2 and Section 6.3, as between Client and Harness, all Intellectual Property Rights and all other rights in and to the Deliverables shall be owned by Harness.
2. Rights of Harness. Nothing contained in this Agreement shall be construed as prohibiting Harness from: (i) utilizing, in any manner, knowledge and experience of a general nature acquired in the performance of services for Client; or (ii) using the Deliverables for general marketing purposes during or after the Term. The parties hereto acknowledge that Harness has the right to disclose and/or use all ideas, processes, techniques, and other information (not protected by the confidentiality provisions of this agreement), if any, which Harness has gained from third parties, and which Harness discloses to Client or uses in the course of performance of this Agreement.
3. License. Harness and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Pre-Existing Materials, including all Intellectual Property Rights therein. Harness hereby grants Client a limited, non-transferable, non-sublicensable, license to use any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables solely to the extent reasonably required in connection with Client's receipt or use of the Services and Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by Harness.
4. Feedback. If the Client or any of its employees or contractors sends or transmits any communications or materials to Harness by mail, email, telephone, or otherwise, suggesting or recommending changes to the Intellectual Property Rights, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Harness is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to Harness on Client's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Harness is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Harness is not required to use any Feedback.
Confidential Information.
1. The Receiving Party agrees:
  1. not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its officers, employees, consultants, and legal advisors who have a "need to know", who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this 7;
  2. to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Client, to make use of the Services and Deliverables; and
  3. to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.
2. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide:
  1. prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and
  2. reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
    
    If, after providing such notice and assistance as required herein, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.‍
‍Client Representations and Warranties. ‍
1. Client represents and warrants to Harness that:
  1. it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;
  2. it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder;
  3. the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and
  4. when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.‍
‍Service Delivery Warranty. Harness warrants that the services to be provided under this Agreement shall be performed in a professional manner conforming to generally accepted industry standards and practices. Client agrees that Harness' sole and exclusive obligation concerning the services covered by this limited warranty shall be to correct the nonconformity at Harness' sole discretion. Except as set forth in this Section 9, neither Harness, its Affiliates, nor any other person makes or has made any other express or implied representation or warranty, whether at law or equity. Further, except as set forth in this Section 9, Harness (a) hereby disclaims all warranties, either express, implied, statutory, or otherwise under this Agreement, and (b) Harness specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.‍
State Law Compliance. Both parties to this Agreement agree to comply with all applicable state laws regulating charitable appeals, including but not limited to, registering with the respective state agencies regulating charitable appeals where required. Harness will not at any time solicit funds, assets, or property for charitable purposes, receive or control funds, assets, or property solicited for charitable purposes, or employ, procure, or engage any compensated person to solicit, receive, or control funds, assets or property for charitable purposes. Harness will not have custody or control of contributions at any time. Client agrees that it exercises control and approval over the content, volume and frequency of all solicitations. If applicable and as set forth on the Order Form, certain state level requirements will be applied based on the Client's address as identified in this Agreement.‍
Indemnification. Each of the Parties agree to hold the other harmless from any and all claims arising out of such Party's willful, fraudulent, or grossly negligent acts or omissions. Neither party shall be liable to the other party for any civil penalties or other monetary penalties imposed by any state or federal agency based on a party's failure to comply with any applicable state and/or federal laws.‍
Limitation of Liability. ‍
1. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. IN NO EVENT WILL HARNESS' LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO HARNESS PURSUANT TO THIS AGREEMENT IN THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.‍
‍Non-Solicitation.
1. During the Term of this Agreement and for a period of twenty-four (24) months thereafter, Client shall not, directly or indirectly, in any manner solicit or induce for employment or engagement any person who performed any work under this Agreement who is then in the employ of or engaged by Harness.
2. If Client breaches Section 13.1, Client shall, on demand, pay to Harness a sum equal to one year's basic salary or the annual fee that was payable by Harness to that employee, worker, or independent contractor plus the recruitment costs incurred by Harness in replacing such person.
3. Client agrees that the duration and scope, and geographical area of the restrictions contained in this Section 13 are reasonable. Upon a determination that any term or provision of this Section 13 is invalid, illegal, or unenforceable, the court may modify this Section 13 to substitute the maximum duration or scope legally permissible under such circumstances to the greatest extent possible to effect the restrictions originally contemplated by the parties hereto.‍
Force Majeure.
1. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's ("Impacted Party") control, including without limitation the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (i) other events beyond the control of the Impacted Party. The Impacted Party shall give notice within thirty (30) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue.
2. During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance.
3. The Impacted Party shall use commercially reasonable efforts to end the failure or delay and shall resume performance of its obligations as soon as reasonably practicable after the removal of the cause. ‍
‍Miscellaneous.
1. Further Assurances. Each Party shall, upon the request of the other Party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.‍
2. Independent Contractor. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.‍
3. Publicity. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement, or otherwise use the other Party's trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of the other Party. ‍
4. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a Party as shall be specified in a notice given in accordance with this 15.4).
  If to Harness:
  Address: 201 E Kennedy Blvd, Floor 19, Tampa, FL 33602
  Phone: 352-682-0127
  Email: contracts@goharness.com
  Attention: Legal
  If to Client:
  As set forth on the Order Form.
5. ‍Interpretation. For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Schedules, Exhibits, and Order Form refer to the Sections of, and Schedules, Exhibits, and Order Form(s) which reference this agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Schedules, Exhibits, and Order Form referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.‍
6. Entire Agreement. This Agreement, together with all Schedules, Exhibits, and all Order Form(s) and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement and those of any Schedule, Exhibit or Order Form, the following order of precedence shall govern: (a) first, any applicable Order Form, but only with respect to the Services described therein; (b) second, this Agreement, exclusive of its Exhibits and Schedules; (c) third, any Exhibits and Schedules to this Agreement.‍
7. Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other Party; provided, that, Harness may assign the Agreement to an Affiliate of Harness or to a successor of all or substantially all of the assets of such Party through merger, reorganization, consolidation, or acquisition. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.‍
8. Successor and Assigns. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.‍
9. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.‍
10. Amendment and Modification; Waiver. This Agreement and any applicable Order Form(s) may be amended, modified, or supplemented only by an agreement in writing signed by each Party hereto or thereto. No waiver by any Party of any of the provisions hereof or of any applicable Order Form shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.‍
11. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.‍
12. Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the internal laws of Florida without giving effect to any choice or conflict of law provision or rule (whether of Florida or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of Florida. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of Florida in each case located in the county of Hillsborough, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.‍
13. Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.‍
14. Equitable Relief. Each Party acknowledges that a breach by a Party of 6 (Intellectual Property Rights; Ownership), 7 (Confidentiality) or Section 13, may cause the non-breaching Party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.‍
15. Attorney's Fees. If any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing Party.‍
16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Appendix 1: definitions

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Agreement" has the meaning set forth in the preamble.

"Confidential Information" means any information that is treated as confidential by a Party, including but not limited to all non-public information about its business affairs, products or services, Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential". Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

"Client Materials" any documents, data, know-how, methodologies, software, and other materials provided to Harness by Client.

"Deliverables" means all documents, work product, and other materials that are delivered to Client hereunder or prepared by or on behalf of Harness in the course of performing the Services, including any items identified as such in any Order Form(s).

"Disclosing Party" means a party that discloses Confidential Information under this Agreement.

"Intellectual Property Rights" means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Losses" mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"Order Form" means the order form, substantially in the form executed by both parties, pursuant to which Client engages the Services that are entered into between Harness and the Client from time to time under this Agreement. Order Form(s) shall be deemed incorporated by reference into, and made a part of this Agreement.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

"Pre-Existing Materials" means all documents, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, provided by or used by Harness in connection with performing the Services, in each case developed or acquired by the Harness prior to the commencement or independently of this Agreement.

"Receiving Party" means a party that receives or acquires Confidential Information directly or indirectly under this Agreement.