This SOW is issued pursuant to the terms and conditions of the Master Services Agreement between nBrain AI, LLC ("Company") and Vein360 ("Client").
This Statement of Work ("SOW") outlines the services and deliverables for the design, development, and delivery of Vein360 R&D AI Platform - Regulatory Documentation Automation System
The Vein360 R&D AI Platform is an enterprise-grade system that will automate the creation of regulatory documentation for medical device manufacturers in the single-use device reprocessing space. The platform will integrate with existing Azure Blob Storage infrastructure and align to ISO 13485 design controls and FDA 510(k) requirements.
The system will generate compliant drafts for 8 critical document types using a multi-model AI approach (Claude 3.5 Sonnet, Gemini 1.5 Pro/Flash, GPT-4 Turbo) with intelligent RAG-based retrieval from controlled documentation. The platform will provide ≥50% time reduction in draft creation, ≤2 review cycles to release, and <5% critical omissions in mandatory checklists.
Monthly Fee: $15,000 per month for 3 months
Total Base Investment: $45,000
Contingency Allowance: Up to $5,000 for unforeseen requirements (requires written approval, unused funds not charged)
Maximum Total Investment: $50,000 (if contingency is fully utilized)
During this initial engagement, based on learnings and market demand, together we will create a roadmap for product expansion as part of an extended engagement.
THIS MASTER SERVICES AGREEMENT ("Agreement"), effective ("Effective Date"), is made by and between nBrain AI, LLC, a California Limited Liability Company and Vein360 ("Company") for software and services to be performed by nBrain. Company and Client are hereinafter referred to individually as a "Party" and collectively as the "Parties."
1.1 "Agreement" means these Terms of Service.
1.2 "Customer" means the individual or entity that has agreed to use the Services provided by nBrain.
1.3 "Scope of Work" refers to Exhibit A that describes the specific services, deliverables, and fees related to the custom work to be provided by nBrain to Customer, which shall be subject to the terms and conditions of this Agreement.
1.4 "Services" means the services provided by nBrain to Customer as described in each applicable Scope of Work.
1.5 "Vector Database" means the database where Customer Data is stored, owned by Customer and accessed by nBrain for the provision of Services.
Section 2.01 nBrain Obligations. nBrain shall devote such time, attention and energy as is commercially reasonable and required to perform the Services and in accordance with the standard of care customary in nBrain's industry. nBrain shall assign personnel with appropriate experience and training, as reasonably determined by nBrain, to perform the Services.
Section 2.02 Designated Contact. In performing the Services under this Agreement, nBrain shall report and be responsible to the person or persons designated in the relevant Statements of Work and/or such other person(s) as may be subsequently designated by Company in writing.
Section 2.03 Company Obligations. Company acknowledges and agrees that nBrain's ability to meet schedules is dependent upon Company's prompt performance of its obligations to provide materials, approvals, instructions and such other input as may be required for the performance of Services pursuant to a Statement of Work. Company shall promptly provide nBrain with all required authorizations to use the Company's pictures, logos, trademarks, website images, pamphlets, content and other similar items, for any use as deemed necessary by nBrain for purposes of performing the Services. Any delays in Company's performance or any requested changes in the Services or the requirements for the Deliverables requested by Company may delay delivery of the Deliverables. nBrain shall not be deemed to have breached any term, condition or other obligation under this Agreement to the extent any such delay is caused by Company as determined by and agreed upon by and between the Parties.
Section 3.1 Ownership of Vector Database. Customer shall own all rights, title, and interest in and to the Vector Database, where Customer Data is stored, from the date of sign-up. nBrain shall have no rights or ownership interest in the Vector Database, and upon termination of this Agreement, Customer shall have the right to take possession of the Vector Database and nBrain shall have no further access to or control over the Vector Database.
Section 4.01 Fees. Customers shall pay nBrain the fees for the Services as set forth in each applicable Scope of Work. All fees are non-refundable. The customer is responsible for all costs, including without limitation, charges and expenses incurred, resulting from any non-payment of fees.
Section 4.02 Additional Services. If Customer requires any additional Services or desires to extend the term of existing Services, it shall do so by specifying the details thereof in an Order form to be agreed upon in writing.
Section 4.03 Expenses. In addition to the Fees, Company will reimburse nBrain for reasonable and verifiable out-of-pocket expenses incurred in order to provide the Services, subject to the provisions of the Statement of Work. Travel expenses incurred by nBrain on behalf of performing services for Company will be reimbursed by Company, subject to Company's travel reimbursement policies then in effect. Any Expenses shall be agreed to in writing by the Company prior nBrain undertaking said expense(s).
Section 4.04 Payment. Payment shall be deemed "due upon receipt" after the Company's receipt of an invoice. The Company shall be deemed to have received an invoice once it has been electronically mailed to its account's payable department whose email address shall be included in any and all SOW's executed under this MSA.
Section 4.05 Taxes. Company shall be solely responsible to pay and bear liability for all sales, use, excise, value added or similar taxes assessed against or associated with the Services. Such taxes will be separately itemized on nBrain's invoices and reimbursed to nBrain in a timely fashion. Company shall not be responsible for taxes on compensation or income to nBrain under this Agreement.
Section 4.06 Late Payments. Late payments will be subject to late fees at the rate of one and one-half percent (1.5%) per month, compounded monthly, or, if lower, the maximum rate allowed by law. Further, nBrain may elect, upon two (2) business days written notice, to suspend performance of the Services if payment is more than thirty (30) days late. The foregoing remedies are not exclusive and all other remedies shall remain available.
Section 4.07 Disputed Invoices. In the event that Company has a good faith dispute with an invoice or portion thereof it shall immediately provide nBrain with written notice of the dispute together with any supporting information. Company shall pay the undisputed portion of such invoice pursuant to Section 4.03 above. The parties shall employ their diligent efforts to promptly resolve the dispute, and upon such resolution, Company will pay any outstanding amounts within thirty (30) days after resolution of the dispute.
Section 5.01 Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force for an initial one (1) month from the Effective Date (the "Term"), and then go into month-to-month unless earlier terminated as provided herein or further extended by the Parties in writing.
Section 5.02 Termination for Convenience. This Agreement or any Statement of Work may be terminated at any time, without cause, upon thirty (30) days written notice by either Party to the other unless otherwise specified on the Statement of Work. The rights, duties and responsibilities of nBrain and Company shall continue in full force during the period of notice of intent to terminate.
Section 5.03 Termination for Insolvency. Either Party may terminate this Agreement and all outstanding Statements of Work immediately in the event of an insolvency, receivership, bankruptcy or similar proceeding being initiated against the other Party.
Section 5.04 Termination for Breach. Either Party may terminate this Agreement and all Statements of Work (or, at the terminating Party's election, solely the affected Statement of Work) upon delivery of written notice to the other Party in the event of any material breach by the other Party of any terms and conditions of this Agreement, provided, that such termination will not be effective if such breach has been cured within thirty (30) days after written notice thereof is given by the non-breaching Party to the breaching Party specifying in reasonable detail the nature of the alleged breach. If the terminating Party elects to terminate only the affected Statement of Work, this Agreement and unaffected Statements of Work shall remain in force.
Section 5.05 Effect of Termination. In the event of termination of this Agreement or a Statement of Work (except in the event of termination by Company pursuant to Section 5.04), Company shall pay nBrain for all Services rendered for all Projects under the terminated Statements of Work through the effective date of such termination (including retainer fees through the effective date of such termination and/or termination fees as set forth in each applicable Statement of Work), including payment for time expended and out-of-pocket expenses incurred or committed to by nBrain for the performance of the Services and supported by documentation reasonably satisfactory to Company and nBrain will be responsible for deliverables of all Services through the effective date of such termination. Non-cancellable contracts made on Company's authorization and still existing at termination hereof, which contracts were not or could not be assigned by nBrain to Company or someone designated by Company, shall be carried to completion by nBrain and paid for by Company.
Section 6.01 Confidential Information. Company acknowledges that in connection with this Agreement it may obtain information relating to nBrain and its business which Company knows or has reason to know is of a confidential or proprietary nature ("nBrain Confidential Information"). nBrain acknowledges that, in the course of performing its duties under this Agreement, it may obtain information relating to Company and its business which nBrain knows or has reason to know is of a confidential or proprietary nature ("Company Confidential Information", and, collectively with nBrain Confidential Information, "Confidential Information"). Confidential Information includes, but is not limited to, all information of any kind whatsoever (including without limitation patent, copyright, trade secret and other proprietary information, data, compilations, formulae, models, patent disclosures, procedures, processes, projections, protocols, results of experimentation and testing, specifications, future product releases, know how, inventions, pricing and discount schedules, financial information, sales and marketing plans, strategies and techniques), and all tangible and intangible embodiments thereof of any kind whatsoever.
Section 6.02 Confidentiality Obligations. The Recipient shall, during the term of this Agreement and for a period of five (5) years thereafter, keep and hold Confidential Information of the Discloser in strictest confidence, and shall not use such Confidential Information for any purpose, other than as may be reasonably necessary for the performance of its duties under this Agreement, without the Discloser's prior written consent. The Recipient shall not disclose any such Confidential Information to any person or entity without the Discloser's prior written consent, except to its employees or consultants, as necessary for purposes of performing the Recipient's duties hereunder, under the terms and conditions no less protective of the Confidential Information than the terms and conditions of this Article VI.
Section 6.03 Exclusions from Confidentiality Obligations. Each Recipient's obligations under this Article shall not apply to any of Confidential Information which Recipient can establish by written documentation: (a) to have been publicly known prior to disclosure of such information by Discloser to Recipient, (b) to have become publicly known, without fault on the part of Recipient, subsequent to disclosure of such information by Discloser to Recipient, (c) to have been received by Recipient at any time from a source, other than Discloser, rightfully having possession of and the right to disclose such information without restriction, (d) to have been otherwise known by Recipient prior to disclosure of such information by Discloser to Recipient or (e) to have been independently developed by employees or agents of Recipient without access to or use of such information disclosed by Discloser to Recipient.
Section 6.04 Permitted Disclosures. Notwithstanding anything to the contrary, the Recipient may disclose Confidential Information of the Discloser to the extent necessary to: (a) comply with an applicable law, regulation of a governmental agency or order of a court of competent jurisdiction, or (b) prosecute or defend litigation; provided that if the Recipient is required by law or regulation to make any such disclosure of the Discloser's Confidential Information, it will give reasonable advance notice to the Discloser of such disclosure requirement and will use good faith efforts to assist such the Discloser to secure a protective order or confidential treatment of the Confidential Information required to be disclosed.
Section 6.05 Confidential Terms. Each of the Parties agrees not to disclose to any third party the terms and conditions of this Agreement without the prior approval of the other Party, except to advisors (including financial advisors, attorneys and accountants), potential and existing investors, and others on a need to know basis, in each case under circumstances that reasonably protect the confidentiality thereof, or to the extent required by applicable law.
Section 6.06 Protection of Company Data. nBrain will maintain administrative, physical and technical safeguards designed to protect the confidentiality and integrity of Company Data. nBrain will only access, use, process, modify, delete or disclose Company Data (a) to provide the nBrain Services in accordance with this Agreement and the Documentation, (b) to provide support services and prevent or address service or technical problems, (c) as compelled by law in accordance with the Confidentiality section below or as required under applicable law, or (d) as expressly permitted in writing by Company.
Section 6.07 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) or fails to limit access to any Confidential Information of the Disclosing Party in breach of the confidentiality obligations set forth herein, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
Section 7.01 Final Deliverables. Subject to Company's payment of all applicable Fees due for a Project, the final Deliverables for such Project selected and accepted by Company ("Final Deliverables'') shall be the sole and exclusive property of Company, and nBrain hereby irrevocably and unconditionally assigns to Company all of nBrain's right, not including platform, software or nBrain process, title and interest in and to the Final Deliverables, including all intellectual property rights therein. nBrain shall cooperate with Company and shall execute any additional documents reasonably requested by Company to evidence or perfect such assignment.
Section 7.02 Third Party Materials. All materials owned by third parties which are incorporated into the Deliverables ("Third Party Materials") are the exclusive property of their respective owners. nBrain shall inform Company of all Third Party Materials that may be required to perform the Services or be integrated into any Deliverables including any need to license, at Company's expense, such Third Party Materials. At Company's request, nBrain shall use commercially reasonable efforts to secure, at Company's expense, the license(s) necessary to permit Company's use of the Third Party Materials consistent with the usage rights granted herein; provided that nBrain may not enter into any agreement related to such Third Party Materials without the prior written approval of the applicable agreement by Company. nBrain shall not incorporate any Third Party Materials into the Final Deliverables, if neither nBrain nor Company has procured the necessary rights and licenses to use such Third Party Materials in accordance with this Section 7.03.
Section 7.03 nBrain Proprietary Materials. During and after the term of this Agreement, nBrain shall retain the exclusive control and ownership of nBrain's ideas, copyrights, trademarks, all other intellectual property, designs, techniques, methodologies, inventions, templates, utilities, procedures, tools, skills, innovations, know-how and all other subject matter, including but not limited to all subject matter (a) owned or controlled by nBrain prior to the Effective Date or the commencement of the Services to be performed herein, (b) developed, made, conceived or otherwise generated by nBrain after the Effective Date other than in the course of providing the Services under this Agreement, and (c) that portion of any Final Deliverable that is generic in nature and not specific to Company's business, products, services, intellectual property or Confidential Information ("nBrain Proprietary Materials"). nBrain agrees that if, in the course of performing the Services, nBrain incorporates into any Final Deliverable any nBrain Proprietary Materials, the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce and otherwise exploit such nBrain Proprietary Materials as part of or in connection with such Final Deliverable.
Section 7.04 Intellectual Property Rights in Proprietary Content.
(a) Ownership of Deliverables: All unique content outputs, AI-generated materials, training data sets, algorithms specific to Client's operations, and derivative works created by nBrain under this Agreement (collectively "Proprietary Content") shall be the exclusive property of Vein360. nBrain hereby irrevocably assigns all rights, title, and interest in the Proprietary Content to Client upon full payment for services rendered.
(b) Pre-Existing IP: nBrain retains ownership of its core AI platform, underlying algorithms, and generic machine learning models existing prior to this Agreement ("Background IP"). Client receives a perpetual, royalty-free license to use Background IP solely in connection with the Proprietary Content.
(c) Client Materials: All client-provided data, brand assets, and proprietary information used to generate Proprietary Content remain Client's exclusive property. nBrain shall:
Section 8.01 Mutual Representations and Warranties. Each Party represents and warrants that (a) such Party is a duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (b) such Party (i) has the organizational power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (ii) has taken all necessary organizational action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms; (d) the execution and delivery of this Agreement and the performance of such Party's obligations hereunder (i) do not conflict with or violate any requirement of applicable laws or regulations, and (ii) do not conflict with, or constitute a default under, any contractual obligation of it; and (e) such Party will comply with all applicable laws, rules, regulations and orders in connection with its performance of this Agreement.
Section 8.02 nBrain Representations and Warranties. nBrain represents and warrants that the Services it provides hereunder will be of a professional quality conforming to generally accepted industry standards and practices.
Section 8.03 Warranty Disclaimer. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, nBrain EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES OR DELIVERABLES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. nBrain DOES NOT WARRANT THE PERFORMANCE OR RESULTS COMPANY MAY OBTAIN BY RECEIVING THE SERVICES OR USING ANY DELIVERABLES. NOTHING CONTAINED IN THIS AGREEMENT OR A STATEMENT OF WORK SHALL BE CONSTRUED AS A WARRANTY ON THE PART OF nBrain THAT ANY SPECIFIC RESULTS WILL BE ACHIEVED BY nBrain. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF ANY DELIVERABLE, NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY nBrain.
Section 9.01 By nBrain. nBrain shall fully indemnify and hold Company and its parent, affiliates, subsidiaries and its and each of their officers, directors, employees, shareholders, agents, and assigns (each, "Company Indemnified Person") harmless from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) (collectively, "Loss") which may be incurred by a Company Indemnified Person as the result of any third party claim, demand, suit, investigation, or proceeding ("Claim") made or brought against a Company Indemnified Person or Company based upon or arising out of (i) nBrain's breach of any of the representations, warranties, covenants or other obligations under this Agreement or (ii) nBrain's gross negligence or willful misconduct (iii) any claims of infringement of or upon patents not currently held by or licensed to nBrain in the delivery of or deployment of any product, service, or application that nBrain provides to the Company as a result of their engagement(s) with the Company.
Section 9.02 By Company. Company shall indemnify and hold nBrain and its parent, affiliates, subsidiaries and its and each of their officers, directors, employees, shareholders, agents, and assigns (each, "nBrain Indemnified Person" and together with the Company Indemnified Persons, the "Indemnified Persons") harmless from and against any Loss which may be incurred by a nBrain Indemnified Person as the result of any Claim made or brought against an nBrain Indemnified Person or nBrain based upon or arising out of (i) Company's breach of any of the representations, warranties, covenants or other obligations under this Agreement; and (ii) Company's gross negligence or willful misconduct.
Section 9.03 Procedure. An Indemnified Person promptly shall notify the other Party (the "Indemnifying Party") of any Claim for which the Indemnified Person intends to claim indemnification. The Indemnifying Party shall have the right to participate in, and to the extent the Indemnifying Party so desires, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that the Indemnified Person shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnified Person. The indemnity obligations under this Article IX shall not apply to amounts paid in settlement of any Claim if such settlement is affected without the prior express written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of, or places any obligations upon, the Indemnified Person without the prior express written consent of the Indemnified Person, which consent shall not be unreasonably withheld or delayed.
Section 9.04 Limitation of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER TO THE OTHER PARTY FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUE, LOST PROFITS OR LOST SAVINGS) HOWEVER CAUSED AND UNDER ANY THEORY, EVEN IF IT HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION 9.04 SHALL NOT APPLY WITH RESPECT TO (I) ANY BREACH OF ARTICLE 6 OR (II) THE INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY. NOTHING IN THIS SECTION 9.04 IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF A PARTY UNDER THIS ARTICLE IX WITH RESPECT TO ANY DAMAGES OWED OR PAID TO A THIRD-PARTY IN CONNECTION WITH A THIRD-PARTY CLAIM.
Section 9.05 Insurance. During the term of this Agreement, nBrain agrees to maintain, at its own expense, the following minimum insurance coverage and limits: (a) Workers' Compensation insurance as required by law and employer's liability insurance; and (b) General liability insurance and automobile (for all owned, non-owned and hired vehicles engaged in operations related to this Agreement) coverage with a minimum One Million Dollars ($1,000,000) combined single limit for bodily injury and property damage per occurrence. Upon request by Company, nBrain shall, within fifteen (15) days of such request, furnish to Company a Certificate of Insurance as evidence of the insurance required pursuant to Section 9.05, which certificate shall provide for thirty (30) days prior written notice to Company in the event of cancellation or any material change in coverage.
Section 10.01 Limitation of Liability. In no event shall either party have any liability to the other party for any loss of data, lost profits, costs of procurement of substitute goods or services, or any other special, indirect, punitive, incidental, exemplary or consequential damages (whether direct or indirect) arising out of any of the Services and/or this Agreement, whether based in contract, tort (including negligence) or any other theory of liability, even if the applicable party has been advised of the possibility of such damages. Furthermore, no cause of action which accrued more than 2 years prior to the filing of a lawsuit or arbitration action alleging any claim hereunder may be asserted against either party by the other party. In no event will nBrain's liability arising out of this Agreement exceed two times (2X) the sum of the Fees paid to nBrain hereunder.
Section 11.01 Assignment. Except as otherwise expressly provided under this Agreement neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred (whether voluntarily, by operation of law or otherwise), without the prior express written consent of the other party; provided, however, that either party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business relating to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction. This Agreement shall be binding upon and inure to the benefit of each party and its successors and permitted assigns. Any purported assignment or transfer in violation of this Section shall be void.
Section 11.02 Force Majeure. Except for payment obligations or as otherwise herein provided, neither Party shall be liable or deemed in default for failure to perform any duty or obligation that such party may have under this Agreement where such failure has been occasioned by an act of God, fire, earthquake, strike (excluding by such Party's own employees), war, terrorism, governmental order, pandemic or any other cause outside the reasonable control of that party and occurring without its fault or negligence, provided that the Party so affected shall use its commercially reasonable efforts to avoid or remove the cause(s) of non-performance with utmost dispatch.
Section 11.03 Non-Solicitation of Employees. During the Term of this Agreement and for one year after termination or expiration, each Party agrees and covenants not to disrupt or interfere with the business of the other Party by directly or indirectly soliciting, recruiting or attempting to recruit the employees of the other Party. General advertisement of open positions by a Party shall not be deemed prohibited by this Section.
Section 11.04 Waiver. None of the terms of this Agreement may be waived except by an express agreement in writing signed by the Party against whom enforcement of such waiver is sought. The failure or delay of either Party in enforcing any of its rights under this Agreement shall not be deemed a continuing waiver of such rights.
Section 11.05 Entire Agreement. This Agreement together with each applicable Statement of Work constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties (whether written or oral) relating to said subject matter.
Section 11.06 Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles. The parties hereto agree to meet and confer in good faith on all matters of common interest and all disputes that materially affect performance under this Agreement. In the event that any controversy or claim between the parties arising out of or related to this Agreement, or any alleged breach thereof, cannot be amicably resolved, it shall be settled and resolved exclusively by binding arbitration before a single arbitrator in accordance with the commercial arbitration rules of the American Arbitration Association; provided, however, that any party may seek and obtain injunctive and other equitable relief from a court of competent jurisdiction to prevent any irreparable damage or injury by the other party. Any such arbitration shall be held in Wilmington, Delaware. Judgment upon any award(s) entered by the arbitrator(s) may be entered in the court(s) having jurisdiction in the state where the arbitration is held, here the State of Delaware. In the event any legal action, arbitration or other proceeding is brought to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other related costs and expenses incurred, in addition to any compensation to which it may be entitled.
Section 11.07 Marketing Materials. Any inclusion of Company, its marks, trademarks, logo, etc., in nBrain's marketing materials that may be public facing, including but not limited to pitch decks, investor deck, its website, must be first reviewed and approved by Company's Marketing team. Approval by Company will not be unreasonably withheld. Company shall also have the right to market and or include nBrain in its marketing materials. Company will notify nBrain where it plans to include nBrain or its marks in any public facing marketing materials. nBrain will have the opportunity to review inclusion prior to publication and approve its use. nBrain's approval will not be unreasonably withheld. nBrain acknowledges that the Company may announce the partnership formed hereunder via a press release upon execution of this MSA document and any/all SOWs. nBrain expressly grants Company the right to announce the execution of this MSA and any SOWs signed hereunder via a press release at Company's discretion. No rights are granted to either party hereunder other than as expressly set forth herein.
Section 11.08 Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be either (i) delivered personally by hand, (ii) sent by registered or certified mail, return receipt requested, or (iii) sent by a recognized qualified overnight delivery service (e.g., Federal Express). All such notices shall be sent postage prepaid to the addresses of each party as first set forth above or to such other address or addresses as shall be designated in writing in the same manner.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.