Client Guide Terms.

These Client Terms of Service (the “Terms”) constitutes an agreement governing the use of the Services (defined below) provided by Relocity, Inc., a California Corporation, to the Client identified in the applicable Order Form. The terms of each Order Form are incorporated herein such that the Terms and each Order Form should be construed as a single agreement. In these Terms, references to Relocity refer to Relocity, Inc; “Client” refers to the organizations identified as the contracting Client in the applicable Order Form; and references to Services refer to the online software as a service subscribed by Client and made available by Relocity, as described in the Order Form. Relocity and Client are each sometimes referred to herein as ‘party’.

1. SERVICES.

1.1 Overview.

Relocity licenses its proprietary technology platform (the “Relocity XP Platform”), which provides Client’s Authorized Users with a self service platform with certain relocation tools and services and access to select Relocity and Third Party Services, including, where applicable, third party payment services as described in Exhibit A. Relocity may also provide Client and its Authorized Users certain configuration, training, and support services in connection with the Relocity XP Platform and related relocation concierge and payment services (collectively, the “Services”). An “Authorized User” means an individual employee, candidate, transferee, or other personnel designated and authorized by Client to access and use the Relocity XP Platform pursuant to an applicable Service Order in accordance with these Terms and includes all authorized Admin Users. The rights of any Authorized User to use the Relocity XP Platform cannot be shared or used by more than one individual, with the exception of spouses or other family members of the relocating employee (unless such right is reassigned in its entirety to another Authorized User with Relocity’s prior written consent).

1.2 Subscription.

Access to the Services and Relocity XP Platform is purchased on a subscription basis by a written order form describing the Services to be provided and signed by both Parties (an “Order Form”).

1.3 Service Orders.

Client will submit in separate written service orders, in substantially the form attached hereto as Exhibit B or such other electronic authorization as Relocity may provide (each a “Service Order”), from time to time during the Service Term to describe the identity of the applicable Authorized User and such other relevant specifications, financial, and additional terms and conditions. Each Service Order must be submitted by Company to Relocity electronically via API or web-based form or as otherwise mutually agreed to by both Parties. Each Service Order is governed by these Terms. In the event of any conflict between the terms of these Terms and the terms contained in any Service Order, the terms of these Terms will control.

1.4 Affiliates.

Any Affiliate of Client will have the right to enter into Service Orders with Relocity under these Terms, and with respect to such Service Orders, such Affiliate becomes a party to these Terms and references to Client in these Terms are deemed to be references to such Affiliate. For purposes of these Terms, “Affiliate” means any parent, subsidiary, or other entity that directly or indirectly controls, is controlled by, or is under common control with such party.

2. THE PLATFORM.

2.1 Ownership.

Relocity and its licensors reserve sole and exclusive ownership of all right, title, and interest in and to the Relocity XP Platform, including all copyrights, patents, trademarks, trade secrets, and other intellectual property and proprietary rights embodied therein. The Relocity XP Platform includes, without limitation, all of Relocity’s proprietary technologies, including but not limited to software, applications, computer programs, source code, object code, algorithms, systems, processes, methods, formatting, designs, patents, or other technology, whether or not patentable, copyrightable or otherwise subject to intellectual property protection, whether now in existence or hereinafter devised, including any and all modifications, reconfigurations, and enhancements thereto.

2.2 Relocity XP Platform License.

Subject to Client’s compliance with these Terms, Relocity grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the term of the applicable Service Order for its Authorized Users to access and use the Relocity XP Platform (subject to such Authorized Users having a valid Account as described below). Client’s access to and use of the Relocity XP Platform is expressly limited to Authorized Users. Relocity and its licensors reserve all rights and licenses in and to the Relocity XP Platform not expressly granted to Client under these Terms.

2.3 Relocity XP Platform Restrictions; Prohibited Uses.

Client acknowledges that the Relocity XP Platform contains trade secrets of Relocity and its licensors, and Client agrees that it and its Authorized Users will not access or use the Relocity XP Platform in any manner inconsistent with Relocity’s proprietary rights. Client and its Authorized Users will not, and agrees not to: (a) use, or permit the use of, the Relocity XP Platform except as expressly authorized under these Terms; (b) interfere with or disrupt the integrity or performance of the Relocity XP Platform or any third-party application or third-party data or content contained therein; (c) reverse engineer, decompile, disassemble, decrypt, or otherwise tamper with the Relocity XP Platform; (d) derive the trade secrets, source code, object code, algorithms, or such other code (in the form in which it is customarily read and edited) of the Relocity XP Platform; (e) defeat, avoid, by-pass, remove, disable, deactivate or otherwise circumvent any software protection mechanisms, restrictions on access, or any other features or functionalities of the Relocity XP Platform; (f) gain unauthorized access to the Relocity XP Platform; (g) disseminate viruses, adware, spyware, worms, or other malicious code in or through the Relocity XP Platform; (h) overload, flood, spam, or otherwise create an undue burden on the Relocity XP Platform infrastructure; (i) reproduce, copy, modify, adapt, translate, emulate, or create derivative works of the Relocity XP Platform; (j) distribute, sell, sublicense, or otherwise transfer or provide access to the Relocity XP Platform (except to Client’s Authorized Users pursuant to a valid Service Order); (k) access the Relocity XP Platform for the purpose of building a similar or competitive product or service; (l) monitor availability, performance, or functionality of the Relocity XP Platform for any benchmarking or competitive purposes; (m) remove, alter, or obscure any proprietary or intellectual property rights notices or marks appearing on the Relocity XP Platform; (n) use the Relocity XP Platform in any manner that is unlawful, in violation of any third party rights, or in violation of these Terms; or (o) attempt to do any of the foregoing acts, or assist or permit any third party to do any of the foregoing acts. In addition to any other remedies that may be available, Relocity reserves the right to take remedial action that it deems necessary, including the immediate suspension or termination of any Authorized User’s Account or Client’s right to access and use the Relocity XP Platform, at any time, without liability to Relocity should Client or any of its Authorized Users fail to abide by these restrictions or, if in Relocity’s sole discretion, such action is deemed necessary to prevent, investigate, or otherwise address a threatened or actual disruption to or misuse of the Relocity XP Platform. Relocity reserves the right to notify Client with respect to any Authorized User’s violation of these Terms.

2.4 Feedback and Derivative Works.

Client is not required to provide (a) any suggestions, comments, requests, recommendations, or other feedback (“Feedback”) or (b) any ideas, technology, developments, derivative works, or other intellectual property (“Derivative Works”) related to the Relocity XP Platform or any test features, services, or products to which Client or its Authorized Users are given access. Client may only create Derivative Works relating to the Relocity XP Platform or any test features, services, or products to which Client or its Authorized Users are given access, with prior written consent from Relocity. If Client or any Authorized User provide any Feedback or Derivative Works to Relocity, Client or such Authorized User, as applicable, grants Relocity an exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use (or not use), or incorporate into the Relocity XP Platform, any Feedback or Derivative Works without compensation to Client or such Authorized User and without implying or creating any interest on Client’s or such Authorized User’s part in the Relocity XP Platform that may be based on such Feedback or Derivative Works.

2.5 Authorized User Accounts.

In order to access and use the Relocity XP Platform, Client and each Authorized User must have an account on the Relocity XP Platform (an “Account”). Client must create an account for one or more Admin Users by providing the information required to complete the registration process (“Client’s Account”). An “Admin User” is an employee or authorized representative designated by Client with the authority to submit Service Orders under these Terms and will have access to Client’s Account and the administrative features and controls therein, including, without limitation, Client Data, Authorized User Accounts, and Client’s Account reporting. An Admin User must submit a Service Order to authorize and create an account for each Authorized User (each an “Authorized User’s Account”). Client acknowledges that the information provided to Relocity in a Service Order will be used to create an Authorized User’s Account on the Relocity XP Platform to render the Services to such Authorized User, and Client represents that the information provided is accurate, current, and complete information necessary for the registration and maintenance of the Authorized User identified in the applicable Service Order. Relocity reserves the right to suspend or terminate any Account, if any information provided during the registration process or thereafter is or becomes inaccurate, false, misleading, or otherwise non-compliant with these Terms. Client and its Authorized Users are responsible for maintaining all login credentials of each Account, including all usernames and passwords assigned to or created by Authorized Users, and Relocity shall not be liable for any claims, losses, or damages that may occur as a result of Client’s or its Authorized Users’ failure to maintain the confidentiality of their login credentials. Client agrees to notify Relocity if any of the passwords are lost, stolen, or disclosed to an unauthorized third-party, or Client becomes aware of any unauthorized use of or access to an Account. Relocity may communicate with Authorized Users via email or pushed notifications on the Relocity XP Platform regarding the Relocity XP Platform, system updates, or other issues related to such Authorized User’s Account.

2.6 Client Responsibilities.

Client is responsible for ensuring that each of its Authorized Users abides by these Terms at all times in connection with their use of the Relocity XP Platform. Client acknowledges and agrees that (a) Client will be solely responsible for all of Client’s and its Authorized Users’ activities on the Relocity XP Platform; (b) Client will obtain and maintain all necessary rights, permissions, and consents from its Authorized Users that are necessary for Client’s and its Authorized Users’ lawful use of the Relocity XP Platform and the Services and the collection and processing of Client Data by Relocity in connection with Client’s or its Authorized Users’ use of the Relocity XP Platform and the Services; (c) Client and its Authorized Users will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Relocity XP Platform and notify Relocity promptly of any known unauthorized access or use; and (d) Client and its Authorized Users will use the Relocity XP Platform only in accordance with all applicable laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, or other duly authorized actions of any governmental authority with competent jurisdiction (“Applicable Laws”). Client acknowledges and agrees that Relocity is not required to monitor or police communications or data transmitted through the Relocity XP Platform and that Relocity shall not be responsible for any Authorized User’s activities or the content of any such communications or transmissions.

2.7 Third Party Services.

Relocity makes various third party applications and services available to Client and its Authorized Users through the Relocity XP Platform and the Services from third party service providers (“Third Party Service Providers”) including, without limitation, relocation and related services, such as movers, storage companies, temporary housing, household goods suppliers, and tax and immigration advisors (collectively, the “Third Party Services”). Client’s or its Authorized Users’ use of such Third Party Services, and any exchange of data between Client or its Authorized Users and such Third Party Service Providers is solely between Client or such Authorized User and such Third Party Service Providers, except with respect to the exchange of data where such data exchange was effected through the Relocity XP Platform. In order to facilitate the Third Party Services, Client and its Authorized Users authorize Relocity to share Client Data, including Personal Information, to Third Party Service Providers that Client or its Authorized Users expressly request to inquire about or purchase Third Party Services from or through the Relocity XP Platform or the Services. Relocity does not warrant or support Third Party Services or any other non-Relocity product or service, regardless of whether such Third Party Services are promoted or made available through the Relocity XP Platform or the Services. Client and its Authorized Users acknowledge and agree that (a) Third Party Service Providers may have access to Client Data in connection with Third Party Services requested by Client or its Authorized Users on the Relocity XP Platform; (b) Client or its Authorized Users are responsible for the direct purchase of any Third Party Services from Third Party Service Providers; (c) the purchase of Third Party Services may be subject to the terms and conditions, agreements, and privacy and security policies of the Third Party Service Provider selected by Client or its Authorized User, which will govern Client’s or its Authorized User’s use of such Third Party Services; (d) Client and its Authorized Users are solely responsible for reviewing such Third Party Service Providers’ policies and practices to ensure that they meet Client’s or its Authorized User’s legal and business requirements; and (e) Client and its Authorized Users are solely responsible for, and assume all risks arising from, the selection, purchase, use, and receipt of any Third Party Services. To the extent Client or its Authorized User authorizes the access to or transmission of Client Data to certain Third Party Services, Relocity shall not be responsible for any use, disclosure, modification, or deletion of such Client Data by such Third Party Services or for any act or omission on the part of such Third Party Service Providers. Relocity shall have no liability for any claims, losses, or damages arising out of or in connection with Client’s or its Authorized Users’ use of any Third Party Services that are accessed from, purchased through, or used in combination with the Relocity XP Platform.

2.8 External Links.

The Relocity XP Platform may contain links to other independent third party websites (“External Links”). These External Links are provided solely as a convenience to Authorized Users. Such External Links are not under Relocity’s control, and Relocity is not responsible for and does not endorse the content of such External Links, including any information and materials contained on such External Links. Authorized Users will need to make their own independent judgement regarding their interaction with these External Links.

2.9 Export Compliance.

The Relocity XP Platform is controlled and operated by Relocity in the United States. The Relocity XP Platform may be subject to export laws and regulations of the United States and other jurisdictions. Client represents that neither it nor any of its Authorized Users are named on any U.S. government denied-party list. Client and its Authorized Users will not access or use the Relocity XP Platform in any U.S.-embargoed country or region or in violation of any U.S. export law or regulation. Client and its Authorized Users will not use the Relocity XP Platform to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Client operates or does business.

2.10 No Dependence on Future Functionality.

Client agrees that Client is not entering into these Terms in reliance upon or contingent on the provision of any functionality not currently provided as part of the Relocity XP Platform unless expressly stated in a Service Order, and no statement or other information made or provided orally or otherwise shall be binding unless specifically set forth in a Service Order.

2.11 Updates.

Relocity reserves the right to update, upgrade or otherwise modify the Services at any time and with or without notice; provided, however, Relocity will provide advance notice of anticipated downtime when possible. Relocity may suspend provision of the Services, at any time with reasonable notice (except in emergency cases relating to security or adverse impacts on the Services), for security or maintenance purposes or as required by applicable law. We will use commercially reasonable efforts to minimize the duration of any such suspension.

3. CLIENT DATA.

3.1. Client Data Ownership; Limited License.

As between Client and Relocity, Client retains ownership of all rights, title, and interest in and to any data, information, text, graphics, images, or other materials of any kind that Client or its Authorized Users create, upload, transmit, transfer, process, store, or use in connection with their use of the Relocity XP Platform or provided to Relocity in connection with the Services, including Personal Information (collectively, the “Client Data”), including all copyrights, patents, trademarks, trade secrets, and other intellectual property and proprietary rights embodied therein. Client (on behalf of itself and its Authorized Users) grants Relocity a non-exclusive, non-transferable, non-sublicensable (except as needed for the provision of the Relocity XP Platform), worldwide, royalty free, limited license to access, use, copy, reproduce, process, adapt, distribute, publish, transmit, export, and display Client Data solely in connection with Client’s use of the Relocity XP Platform and Relocity’s provision of the Relocity XP Platform and the Services to Client. Client reserves all rights, title, and interest in and to Client Data not expressly granted to Relocity under these Terms.

3.2 Personal Information.

Client acknowledges that, in connection with the Relocity XP Platform or the Services, Relocity may be provided or have access to Personal Information in connection with Authorized Users or otherwise. Relocity shall only collect and process the minimum Personal Information necessary, and will not use, retain, or disclose such Personal Information for any purpose other than, to provide the Relocity XP Platform, to render the Services, or otherwise to perform its obligations under these Terms. Relocity shall only process any Personal Information in connection with these Terms in compliance with these Terms and Applicable Laws. For purposes of these Terms, “Personal Information” means any information relating to an identified or identifiable individual where such information is protected by Applicable Laws, or as the terms “personal data” or “personal information” are defined by such Applicable Laws. Relocity automatically collect certain usage data and information generated by or submitted or uploaded to the Services relating to certain user actions taken in the platform, such as the number of times users access or use certain Services features such as the number of reviews, evaluations, or goals completed by an Authorized User. We process such data for the purpose of generating anonymized, aggregated statistical data. Such anonymized, aggregated statistical data is used for benchmarking purposes and to improve our products and services. Such data does not contain any text narrative which is or was part of Confidential Information, or data or information that can be used to identify Customer, an Authorized User, or any individual.

3.2. Data Security.

Relocity will implement and maintain reasonable and appropriate technical and organizational measures for the security, confidentiality, and integrity of Client Data appropriate to the risk and nature of Client Data. Notwithstanding the foregoing, Client consents to Relocity’s internal access, collection, transmission, storage, copying, processing, analysis, and use of Client Data (a) in order to provide the Relocity XP Platform and the Services to Client and its Authorized Users, and related communications and support (b) to monitor compliance with these Terms, (c) as expressly permitted in writing by Client or its Authorized Users, and (d) in anonymized, de-identified, or aggregated format, without any Personal Information, for research and development purposes related to the Relocity XP Platform and for the improvement and development of Relocity products and services.

3.3. Data Maintenance.

Relocity will follow its internal archival procedures for Client Data, including regular backups of all Client Data. In the event of any loss or corruption of Client Data, Relocity will use commercially reasonable efforts to restore the lost or corrupted Client Data from the latest backup of such Client Data maintained by Relocity. Relocity shall not be responsible for any loss, destruction, alteration, unauthorized disclosure, or corruption of Client Data caused by Client or any third party. Relocity owns and maintains the right, title, and interest in and to any data or information regarding the use or optimization of the use of the Relocity XP Platform, provided that such data does not include Client Data. Relocity reserves the right to collect and retain data generated by Client’s and its Authorized User’s use of the Relocity XP Platform from which all Personal Information and Client identifiable attributes have been removed (“De-Identified Data”) to a satisfactory degree that such De-Identified Data shall not be subject to Applicable Laws relating to privacy and data protection, and Relocity may use such De-Identified Data for any lawful purpose without any obligation to Client or its Authorized Users. Relocity will not use or publish such De-Identified Data in any way that associates or identifies Client or any Authorized User as the source of that data without the prior written consent of Client or such applicable Authorized User.

3.4. Security Event.

Relocity will promptly inform Client of any known or reasonably suspected security breach or unauthorized disclosure of Client Data (“Security Event”). If there is a Security Event, Relocity shall (a) take all reasonable steps to mitigate any potential damages, and (b) respond to reasonable security-related inquiries from Client and take all reasonable steps to identify, investigate, and resolve applicable security issues on a timely basis commensurate with the level of risk involved.

3.5. Data Protection.

Personal information transmitted, entered or otherwise uploaded by Client and / or Authorized Users to the Services will be processed in accordance with Relocity’s Data Processing Addendum (“Data Processing Addendum”), available at https://www.relocity.com/data-processing-addendum-guide, and all applicable laws. Relocity’s Data Processing Addendum is hereby incorporated by reference and forms an integral part of these Terms. With regard to the subjective matter of the Data Processing Addendum, in the event of any inconsistency between these Terms and the Data Processing Addendum, the terms of the Data Processing Addendum will control.

3.6. Privacy Policy.

By accessing or using the Relocity XP Platform, Client and its Authorized Users acknowledge that it and they have read, understand, and agree to be bound Relocity’s privacy notice located at https://relocity.com/privacy/ (“Privacy Policy”), which is hereby incorporated into and made a part of these Terms.

4. FEES AND PAYMENT.

4.1 Fees and Expenses.

Client agrees to pay Relocity the Fees set forth in the Order Form in accordance with the terms therein (the “Fees”). Fees are nonrefundable except as expressly provided herein. Any Fees for Authorized Users will apply with respect to the number of Initial Authorized Users identified in the Order Form, plus any additional actual Authorized Users based on the Growth Terms set out therein.

4.2 Sales and Use Taxes.

All amounts payable by Client under these Terms are exclusive of taxes and duties, and Client will be solely responsible for, and will pay, any and all sales, use, value added, excise, and other similar taxes assessed by any governmental authority with respect to the transactions contemplated by these Terms and the Order Form, other than taxes on Relocity’s net income.

4.3 Payment Terms.

Relocity shall invoice Client for the Fees as set forth in the Order Form. All invoices and payments must be made in United States Dollars unless otherwise agreed by the parties in writing. Relocity only accepts payments, and Client agrees to only pay, via electronic bank transfer. Any late payments will accrue interest equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowable under law, compounded monthly, from the due date until paid. Relocity shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, and court costs) incurred in attempting to collect payment from Company. In addition to any other remedies available, Relocity may suspend the Clients’ and Authorized Users’ right to access and use the Relocity XP Platform or suspend rendering the Services in the event of and for the duration of a payment delinquency.

4.4 Payment Disputes.

If an invoiced amount is disputed in good faith by Client, Client must notify Relocity in writing and provide reasonably detailed support of any invoice dispute within thirty (30) days of Client’s receipt of such invoice. In the event of such payment dispute, the parties will immediately engage in good faith negotiations to cure. If Client fails to provide timely written notice of an invoice dispute within thirty (30) days of Client’s receipt of such invoice, Client is deemed to have waived its right to dispute that invoice and the invoice will be deemed accurate and valid. Nothing in this section shall be deemed to waive Client’s obligation to timely pay any undisputed amounts due.

5. TERM.

5.1 Term.

These Terms commence on the Effective Date and continue throughout the Initial Service Term unless sooner terminated as provided in this Section 5 (the “Term”). In the event a Service Order term exceeds the Term of these Terms, these Terms shall remain in effect for the benefit of any applicable Service Orders through the termination or expiration of such applicable Service Orders. These Terms will be effective beginning on the Effective Date and remain in effect for the combined duration of the Initial Service Term and any subsequent Service Term (each a “Renewal Term”), such that these Terms are coterminous with the natural expiration or earlier termination of the Latest Order Form or renewal thereof. The Order Form will automatically renew unless notice of termination is received by either party thirty (30) days prior to the end of the then current Term, unless otherwise specified in the Order Form. Either party may terminate such Order Form by giving the other party written notice of such termination at least thirty (30) days prior to the end of the then-current Initial Service Term or Renewal Term, in which case such termination will be effective at the end of such Initial Service Term or Renewal Term.

5.2 Termination for Cause.

Either party may suspend performance or terminate these Terms or the applicable Order Form, at its election, with immediate effect, (a) in the event of a material breach by the other party and the other party fails to cure such breach within ten (10) days after written notice to the other party that describes such breach in reasonable detail, or (b) the other party ceases its business operations or becomes subject to bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors and such proceedings are not dismissed within sixty (60) days. Termination shall become effective immediately if the material breach is not capable of remedy or after the lapse of such cure period if the material breach is capable of remedy, unless the breach specified in the written notice has been remedied or a plan for remedying in a prompt and effective manner has been proposed to and accepted by the terminating party and the other party has proceeded diligently to cure.

5.3 Effect of Termination.

Upon termination, unless otherwise agreed by the parties in writing or contained herein, (a) Client shall promptly pay the amount of any unpaid Fees due under these Terms and such applicable Order Form on or before the effective date of termination, and to the extent Client prepaid any amounts over that amount due, Relocity shall promptly provide to Client a prorated refund, (b) Relocity will terminate access to the Relocity XP Platform and cease rendering any Services under all applicable Service Orders, and (c) each party will return or destroy the other party’s Confidential Information in a timely manner pursuant to Section 6.6.

5.4 Survival.

Sections 2.1, 2.4, 3.1, 5.4, 6, 7, 8, 9, 11, 13, and 14 of these Terms, as well as any other terms of these Terms that expressly extend or by their nature should extend beyond termination of these Terms, will survive and continue in full force and effect after any termination of these Terms.

6. CONFIDENTIALITY.

6.1. Confidential Information.

In connection with these Terms, each party (“Disclosing Party”) may from time to time disclose certain information to, or make certain information available to, the other party (“Receiving Party”), whether orally, in writing, or otherwise, that is not generally known to the public at the time of disclosure and is either identified as, or reasonably should be understood to be, confidential or proprietary given the nature of the information and the circumstances of disclosure (“Confidential Information”). Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, (a) the terms, conditions, or other facts with respect to these Terms or any Service Order; (b) all forms and types of business, scientific, technical, engineering, or financial information such as, business and marketing plans, technology and technical documentation, product plans and roadmaps, research and development, fee structure and pricing, business methods and processes, strategies, forecasts, and proposals; (c) a party’s proprietary information, including without limitation, plans, compilations, patterns, formulas, designs, drawings, specifications, methods, techniques, processes, procedures, algorithms, data, know-how, ideas, projects, products, services, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing; (d) information traditionally recognized as proprietary trade secrets; (e) the identification of and other information relating to a party’s employees, vendors, clients, or customers; and (f) all copies of any of the foregoing or any analyses, studies, compilations, or reports that contain, are based on, or reflect any of the foregoing.

6.2 Exceptions.

Confidential Information does not include information which: (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party (or any person to whom the Receiving Party disclosed such information); (b) was known by the Receiving Party prior to its disclosure by the Disclosing Party; (c) was independently developed by Receiving Party without use of the Confidential Information; (d) is authorized, in writing, by the Disclosing Party to be disclosed; or (e) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality agreement, confidentiality obligation, or fiduciary duty which prohibits disclosure and the Receiving Party has no reason to believe that such source may be restricted from making such disclosure.

6.3 Ownership of Confidential Information.

Disclosing Party shall retain all right, title, and interest in and to its Confidential Information. Neither the execution and delivery of these Terms, nor the furnishing of any Confidential Information shall be construed as granting to Receiving Party either expressly, by implication, estoppel, or otherwise, any license under any patent, copyright, trade secret or other intellectual property or proprietary rights now or hereafter owned or controlled by Disclosing Party, nor any right to use, copy, sell, develop, or exploit the Confidential Information made available to Receiving Party, except to fulfill the purpose of these Terms.

6.4 Limitation on Disclosure.

Receiving Party shall not use Disclosing Party’s Confidential Information for any purpose other than to exercise or perform its rights or obligations under these Terms. Receiving Party shall not, without the prior written consent of Disclosing Party, copy or otherwise reproduce Disclosing Party’s Confidential Information, or disclose, disseminate, or otherwise communicate, in whole or in part, Disclosing Party’s Confidential Information to any third party except to the Receiving Party’s Affiliates and its and their officers, directors, employees, agents, and representatives who need to know the Confidential Information and are bound by confidentiality obligations at least as restrictive as those contained herein. Receiving Party agrees to protect Disclosing Party’s Confidential Information from disclosure with the same degree of care used to protect the confidentiality of its own Confidential Information, but in no event less than reasonable care. If Receiving Party becomes aware of, or has reasonable grounds to suspect any unauthorized disclosure of Disclosing Party’s Confidential Information, Receiving Party shall immediately notify Disclosing Party in writing.

6.5 Compelled Disclosure.

In the event that Receiving Party becomes compelled by law or order of court or administrative body to disclose any Disclosing Party’s Confidential Information, Receiving Party shall be entitled to disclose such Confidential Information, provided that: (a) Receiving Party provides Disclosing Party with prompt prior written notice of such requirements to allow Disclosing Party to take any necessary action to safeguard the Confidential Information; and (b) if required to do so, Receiving Party shall furnish only that portion of Disclosing Party’s Confidential Information which is legally required to be disclosed and shall exercise its commercially reasonable efforts to obtain assurances that Confidential Information will be treated in confidence.

6.6 Return of Confidential Information.

Receiving Party shall return or destroy (in Disclosing Party’s sole discretion and election) any Confidential Information disclosed to Receiving Party, at the earliest of (i) Disclosing Party’s written demand for return or destruction of its Confidential Information, (ii) the completion of the use by Receiving Party as permitted herein, or (iii) within ten (10) days following the date of termination of these Terms.

7. DISCLAIMERS.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE RELOCITY XP PLATFORM AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, AND RELOCITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, QUALITY, TITLE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. RELOCITY MAKES NO REPRESENTATION OR WARRANTIES THAT THE RELOCITY XP PLATFORM, THE SERVICES, OR ANY THIRD PARTY SERVICE WILL MEET CLIENT’S REQUIREMENTS; THAT PERFORMANCE OR RESULTS ARE GUARANTEED; THAT THE FOREGOING WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, FROM ANY SOURCE, WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS. CLIENT ACKNOWLEDGES THAT THE RELOCITY XP PLATFORM FEATURES THAT INTEROPERATE WITH THIRD PARTY SERVICES MAY DEPEND ON THE CONTINUING AVAILABILITY OF THOSE THIRD PARTY SERVICES’ APPLICATION PROGRAMMING INTERFACE (“API”), AND THE RELOCITY XP PLATFORM MAY BE IMPACTED OR INTERRUPTED, OR ANY SUCH THIRD PARTY SERVICES MAY CEASE, IF SUCH THIRD PARTY SERVICES CEASE TO MAKE ITS API AVAILABLE AT ALL OR ON REASONABLE TERMS OR IF ANY THIRD PARTY SERVICES EXPERIENCES AN OUTAGE, MALFUNCTIONS, OR CHANGES THEIR SERVICES, PRACTICES, OR FUNCTIONALITY.

8. INDEMNIFICATION.

8.1. Client’s Indemnification Obligations.

Client will defend, indemnify, and hold harmless Relocity and its parents, subsidiaries, affiliates and its and their directors, officers, employees, agents, successors and assigns, (the “Relocity Parties”) from and against any third party claims, disputes, demands, actions, suits, proceedings, damages, losses, and other liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Client’s or its Authorized Users’ material breach or violation of these Terms, or (b) the Client Data, as provided to Relocity or from Relocity’s permitted use under these Terms, infringes or misappropriates the rights of any third party, including, but not limited to, intellectual property or privacy rights.

8.2. Relocity’s Indemnification Obligations.

Relocity will defend, indemnify, and hold harmless Client and its parents, subsidiaries, affiliates and its and their directors, officers, employees, agents, successors and assigns (the “Client Parties”) from and against any third party claims, disputes, demands, actions, suits, proceedings, damages, losses, and other liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Relocity’s material breach of these Terms, or (b) the Relocity XP Platform, as provided by Relocity under these Terms and used in accordance with these Terms, infringes or misappropriates the rights of any third party, including, but not limited to, intellectual property rights. Notwithstanding the foregoing, Relocity shall not be required to indemnify Client hereunder to the extent the claim against Client arises from (a) Client Data; (b) Client’s or its Authorized Users’ use of the Relocity XP Platform in a manner that violates these Terms; (c) use of the Relocity XP Platform in a modified form or in combination with any third party product, service, or data not furnished to Client by Relocity; or (d) Relocity’s compliance with any custom design, specifications, or instructions provided by Client. If the Relocity XP Platform becomes, or in Relocity’s reasonable opinion is likely to become, the subject of an infringement claim, then Relocity may in its sole option and expense: (x) obtain the right for Client to continue using the Relocity XP Platform; (y) provide a non-infringing replacement with substantially equivalent functionally; or (z) modify the Relocity XP Platform so that it is no longer infringing while maintaining substantially equivalent functionality. If Relocity, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Relocity may suspend or terminate these Terms, in which case Relocity’s sole liability (in addition to its indemnification obligations above) will be to provide Client with a prorated refund for the remaining period of the applicable Service Order(s). This section states Relocity’s sole liability with respect to, and Client Parties’ exclusive remedy against Relocity for, any infringement claim.

8.3. Indemnification Process.

The party seeking indemnification (“Indemnified Party”) must provide prompt written notice to the other party (“Indemnifying Party”) concerning the existence of an indemnifiable claim and provide Indemnifying Party with all documents, information, and assistance reasonably requested and fully cooperate with the Indemnifying Party in defending the claim. Failure to give prompt notice shall not constitute a waiver of Indemnified Party’s right to indemnification and will affect Indemnifying Party’s obligations under these Terms only to the extent that Indemnifying Party’s rights are materially prejudiced by such failure or delay. Indemnifying Party will have full control and authority over the defense of any claim; provided, however, that any settlement requiring Indemnified Party to admit liability or make any financial payment shall require Indemnified Party’s prior written consent, not to be unreasonably withheld or delayed. Indemnified Party shall have the right to participate fully, at its own expense, in the defense of any claim.

9. LIMITATIONS OF LIABILITY.

EXCEPT FOR LIABILITY ARISING UNDER INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR AMOUNTS OWED AND CLAIMS ARISING UNDER INDEMNIFICATION HEREUNDER, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE LESSER OF (A) $1,000,000; OR (B) THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THESE TERMS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

10. INDEPENDENT RELATIONSHIP.

Client and Relocity are independent contractors in all matters relating to these Terms, and these Terms will not be construed to create any partnership, joint venture, agency, employment, or any other relationship between the parties. Neither party has the authority to act on behalf of, or to enter into any contract, incur any liability, or make any representation on behalf of, the other party, unless otherwise expressly agreed to in writing signed by both parties. Relocity has exclusive control over its employees, representatives, agents, contractors and subcontractors, and none of the foregoing shall be deemed to be employees of Client or eligible to participate in any employment benefit plans or other benefits available to Client employees. Client shall exercise no immediate control over the actual means and manner of Relocity’s performance under these Terms, except to the extent that Client expects the satisfactory completion of the Services under Service Orders. Each party is solely responsible for its respective employees, agents, representatives, contractors and subcontractors, (including, in the case of Client, its Authorized Users) and the foregoing’s compliance with the terms of these Terms. Client acknowledges that Relocity provides the Relocity XP Platform and the Services to Client on a non-exclusive basis and Relocity may provide the Relocity XP Platform and the Services of the same or a similar nature to third parties without any restrictions or obligations to Client.

11. PUBLICITY.

Client agrees that Relocity may identify Client as a client of Relocity and Relocity may use Client’s name and logo in Relocity’s client lists and marketing materials, subject to Relocity’s compliance with applicable trademark usage guidelines or other instructions provided by Client in writing regarding the proper use of its marks. Except the foregoing and as expressly provided in these Terms or in any Service Order, neither party will use any trade name, trademark, service mark, or any other proprietary rights of the other party or any of its Affiliates without the prior written consent of the other party. Neither party will act, directly or indirectly, in any way likely to damage or disparage the goodwill or reputation of the other party or its Affiliates.

12. FORCE MAJEURE.

Excluding any obligations of a party to pay monies due hereunder, neither party will be responsible for any delay or failure in its performance or obligations under these Terms due to causes beyond its reasonable control, including, without limitation, labor disputes, strikes, civil disturbances, government actions, fire, floods, acts of God, war, terrorism, or other similar occurrences (each, a “Force Majeure Event”); provided that the party affected by such Force Majeure Event (a) is without fault in causing such delay or failure, (b) notifies the other party of the circumstances causing the Force Majeure Event, and (c) takes commercially reasonable steps to eliminate the delay or failure and resume performance as soon as practicable.

13. NOTICES.

Any notice or other communication required or permitted to be given under these Terms shall be given in writing and will be deemed given: (a) when delivered personally; (b) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (c) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) the next business day after having been sent via electronic mail or when receipt is acknowledged by the intended recipient, whichever is earlier; sent to the respective addresses set forth in the signature block or such other address as may be designated by written notice to the other party.

14. GENERAL.

14.1 Assignment.

Neither party may assign or transfer these Terms, in whole or in part, without the other party’s prior written consent. Notwithstanding the foregoing, these Terms may be assigned by either party to any of its Affiliates or in connection with a merger, consolidation, sale of all of the equity interests, or a sale of all or substantially all of the assets of the party; provided that the other party is given written notice of such assignment and the successor party agrees in writing to assume all obligations hereunder. Any purported assignment in violation of this section is null and void in each instance and constitutes a material breach of these Terms. All the terms and conditions of these Terms will be binding upon, will inure to the benefit of, and will be enforceable by, each of the parties and their respective permitted successors and assigns.

14.2 No Third-Party Beneficiaries.

These Terms are intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person who is not a party to these Terms. Without limiting the generality of the foregoing, a Client’s Authorized Users are not third-party beneficiaries to Client’s rights under these Terms.

14.3 No Waivers.

A party does not waive any right under these Terms by failing to insist on compliance with any of the terms of these Terms or by failing to exercise any right hereunder. Any waivers granted hereunder are effective only if recorded in a writing signed by the party granting such waiver.

14.4 No Election of Remedies.

No remedy herein conferred is intended to be exclusive of any other remedy. The rights and remedies of the parties under these Terms are cumulative, and either party may enforce any of its rights or remedies under these Terms without prejudice to it other remedies under these Terms or other rights and remedies available at law or in equity.

14.5 Severability.

If one or more provisions of these Terms are held to be invalid, illegal, or unenforceable, under present or future law, such provision shall be deemed modified to the least degree necessary to remedy such invalidity, illegality, or unenforceability while retaining the original intent of the parties, and the remainder of these Terms shall continue in full force and effect.

14.6 Independent Counsel.

Each party expressly represents and warrants to the other party that it has relied solely and exclusively on its own judgment and the advice of its own attorneys in entering into these Terms, and that no representative or agent of the other has made any statement or representation to it beyond those in these Terms that have induced signing of these Terms.

14.7 Construction.

The headings in these Terms are for reference only and shall not affect the construction or interpretation of these Terms. The provisions of these Terms shall be construed in accordance with the fair meaning of the language used and shall not be strictly construed against either party.

14.8 Governing Law.

These Terms are governed by the laws of the State of California without giving effect to its conflicts of law rules. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

14.9 Disputes and Arbitration.

Any and all controversies, claims, or disputes arising out of or relating to these Terms, or the interpretation, performance, or breach thereof, including the scope or applicability of this provision to arbitrate (each a “Dispute”) shall be referred to senior management of the parties for good faith discussion and resolution. In the event the parties cannot resolve any Dispute informally, then such Dispute shall be submitted to confidential, final, and binding arbitration administered by American Arbitration Association (“AAA”) pursuant to (a) if Client is an entity based in the United States, then the AAA’s then-prevailing Commercial Arbitration Rules and Mediation Procedures, or (b) if Client is an entity based outside of the United States, then the AAA’s then-prevailing International Dispute Resolution Procedures. The arbitration shall take place in Los Angeles County, California or any other location mutually agreed by the parties. The arbitration shall be before a single, neutral arbitrator who is an attorney with experience in California law or a former or retired state or federal court judge. The arbitration may be initiated by any party by giving to the other party written notice requesting arbitration, which notice shall also include a statement of the claims asserted and the facts upon which the claims are based. The arbitrator shall not have any power to alter, amend, modify or change any of the terms or provisions of these Terms. Except as prohibited in these Terms, the arbitrator shall have the authority to award any remedy or relief otherwise available in a court of law. The arbitrator's award shall be accompanied by a reasoned written opinion, will be binding on the parties, and may be entered as a judgment in any court of competent jurisdiction. Any party may bring an action in any court of competent jurisdiction to compel arbitration under these Terms and to enforce an arbitration award. Notwithstanding this arbitration provision, either party shall be entitled to seek injunctive relief (unless otherwise precluded by any other provision of these Terms) from any court of competent jurisdiction. If for any reason an action proceeds in court rather than in arbitration, it shall be brought exclusively in a state or federal court of competent jurisdiction located in Los Angeles County, California, and the parties expressly consent to personal jurisdiction and venue therein and expressly waive any right to trial by jury.

14.10 Entire Agreement.

These Terms, together with all exhibits described herein, including without limitation, the Order Form and Services Orders executed by the parties and attached hereto, contains the entire agreement and understanding of the parties hereto with respect to the subject matter herein, and supersedes all prior discussions, negotiations, understanding, and written and oral agreements between the parties concerning this subject matter.

14.11 Amendments.

No modification or amendment of these Terms or any Order Form is binding except by an instrument in writing signed by both parties.

14.12 Standard Communications.

If and to the extent the parties use standard business forms or other communications, the use of such forms is for convenience only and does not alter the provisions of these Terms. NEITHER PARTY WILL BE BOUND BY, AND EACH SPECIFICALLY OBJECTS TO, ANY PROVISION THAT IS DIFFERENT FROM OR IN ADDITION TO THESE TERMS (WHETHER PROFFERED VERBALLY OR IN ANY QUOTATION, PURCHASE ORDER, INVOICE, SHIPPING DOCUMENT, ACCEPTANCE, CONFIRMATION, CORRESPONDENCE, OR OTHERWISE), UNLESS SUCH PROVISION EXPLICITLY STATES THAT IT IS INTENDED TO MODIFY CONFLICTING TERMS OF THESE TERMS AND IS SPECIFICALLY AGREED TO IN A WRITING SIGNED BY BOTH PARTIES AS A RESULT OF GOOD FAITH ARM’S LENGTH NEGOTIATION.

EXHIBIT A

LUMP SUM PAYMENT MANAGEMENT SERVICES

1. ONBOARDING SERVICES

A. Client Relocation Policies.

Relocity shall set up its internal systems based on each of Client’s relocation policies. Relocity provides Client with an onboarding checklist that includes:

● Estimated number of relocation policies

● Departmental codes and cost centers to be used for billing purposes

● Protocol for handling exceptions-to-policy and out-of-policy payments

B. Initiation Protocol.

Relocity shall, together with Client, define the initiation process for Authorized Users as contained in the Form of Service Order set forth in Exhibit B.

C. Payment Protocol.

Relocity shall put together a protocol and obtain the required authorizations for accessing accounts (if applicable) to make reimbursement payments, based on Client’s preferences regarding funding. There are three options:

Option 1: Relocity or its designated payment processor draws from a Client-owned account – Payments can be made daily.

Option 2: Relocity or its designated payment processor draws from an imprest account, and Client re-ups the account – Payments can be made daily.

Option 3: Client may finance payments through a third-party, subject to additional terms and conditions with the applicable third party finance provider. Relocity makes no guarantees as to the availability or terms of this option.

2. LUMP SUM PAYMENT MANAGEMENT SERVICES

A. Support.

Relocity shall make available reasonable resources to answer lump sum related questions from the Authorized User or Client.

B. Tax Coding.

Determination of taxability of each Authorized User’s expenses and coding such expenses per the United State Tax Code or the written instructions of Client’s accounting firm.

C. Direct Billing.

If applicable, Relocity shall follow the direct billing protocol as established during the onboarding phase.

D. Payments.

Upon approval of the payment request, Relocity or its designated payment processor will follow the payment protocol as established during the onboarding phase. Depending on said payment protocol, Relocity or its designated payment processor will either draw from an imprest account or draw from a Client-owned account, as applicable. Relocity or its designated payment processor shall make the reimbursement payment using the Authorized User’s preferred payment method as provided by Client (i.e., check or ACH for domestic payments and international wire for international payments).

● Relocity shall effectuate payments within 5 business days after receiving completed payment request from Client, provided that there are available funds and the Authorized User has completed a relocation guidance call. Inaccurate reports, Relocity scheduled holidays or national holidays, insufficient funds (when drawing from an imprest account, a Client-owned account, or Client provided funds), incorrect banking information, out-of-policy expenses, and exception-to-policy requests may delay lump sum payments.

E. Reporting.

Relocity shall provide the following reports to Client:

● Payroll Report – Relocity shall provide a standard report as frequently as bi-weekly to Client’s payroll department as instructed by Client for use in connection of reportable expenses as income.

● Standard Reports – Relocity shall prepare up to 6 standard system reports which will be provided by Relocity to Client on a quarterly or monthly basis, if required.

● Calculation of Tax Withholding and Payroll Report. Relocity shall perform the calculation of each Authorized User’s United States tax withholding as frequently as bi-weekly and/or year-end Gross-up, where “Gross-up” means the calculation or process offsetting, via the provision of additional income, the estimated Traveler’s tax liability caused by the reimbursement of certain expenses.

● Reporting of Assignments on International (Non-U.S.) Payroll. Relocity shall provide detailed expense reporting for each Authorized User on international payroll as frequently as bi-weekly and/or year-end to Client’s designated international tax or payroll providers as instructed by Client.

● Relocation Tax Report – Provision of a derivative of a former IRS reporting form 4782.

● Custom Reports. If Client requests Relocity to prepare any custom reports which will be provided by Relocity to Client, Client shall be billed Relocity’s standard consulting fee as set forth in Custom Programming Fees in Section 3 of this Exhibit. If Client requests data feeds, or alterations to the software, Client shall be billed Relocity’s Custom Programming Fees rate as set forth in Section 3 of this Exhibit. Relocity to provide Client with estimated time and cost in writing prior to any work being performed.

F. Storage of Records.

Storage of Authorized User records and supporting documents for a period of two (2) years from the date of completion of Authorized User’s applicable service. Thereafter, Relocity may destroy any such records. Client shall have the right to request the transfer or copy of such records during the retention period, and shall bear all related transfer, copy and delivery costs.

3. PRICING

Client agrees to pay Relocity the following fees for the services outlined in this Exhibit A

If Client cancels its request for a transaction after Relocity has initiated the applicable Services, but before the tax coding, payment processing or payroll reporting of expenses in connection with such transaction, Client shall pay to Relocity a cancellation fee in the amount of $25. If Client cancels its request for a transaction after Relocity has begun tax coding, processed a payment or performed payroll services, Client will not be eligible for a cancellation fee or any refund.

If requested by Client or required by Authorized User and if originally processed by Relocity as instructed by Client or Authorized User, Client shall pay to Relocity the following fees in connection with each payment to an Authorized User: (i) $30 per stopped or bounced check, (ii) $30 per returned ACH or returned wire transfer, (iii) $40 per wire investigation, (iv) $30 per reissued domestic wire transfer, (v) $30 per reissued international wire transfer, (vi) $40 per requested wire recall, (vii) $40 per requested ACH reversal, and (viii) an additional $40 per international wire to absorb any lift fees imposed by the beneficiary bank if requested by Client.

EXHIBIT B

FORM OF SERVICE ORDER

1. Personal Information

The following personal information fields are required:

Required

First Name

Last Name

Reference ID (e.g. Employee ID / Authorization Reference Number)

Housing (Own, Rent, Unknown)

Employee Status (Pre-Hire, New Hire, Existing)

If applicable

Spouse Name

2. Contact Information

The following contact information fields are required/optional:

Required

Email Address

Optional

Phone Number (E.164 format)

3. Relocation Information

The following relocation information fields are required/optional:

Required

From Location

Destination Locality (City/Town)

Destination Country

Destination Region (i.e. State)

Notes

Company Name

If marginal gross-up

Current Employer Wage Details

If applicable

Job Title

Cost Center / Department / General Ledger Account

Hiring Manager

Optional

Destination Date

4. Policy Information

The following policy information fields are required:

Required

Lump Sum Amount

Policy ID (i.e. Program Type:

● Single Domestic

● Single International

● Family Domestic

● Family International)

Optional

Authorization Document

View Exhibit A & B