Difference between revisions of "CNMCyber transcript"

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===Contractor Agreement===
 
===Contractor Agreement===
:The following text is based on [[Careerprise independent contractor agreement]] and may be used for any agreement to script one or more ''CNMCyber Office Hours Events'':<blockquote><p>'''CNM Cyber Office Hours scripting agreement'''</p><p>This independent contractor agreement (hereinafter, the ''Agreement'') is made and entered into as of 1:00 pm [[EST]], August 17th, 2023 (hereinafter, the ''Effective Date'') between [[Virginia Institute of Technology]] (hereinafter, the ''Company''), a Virginia [[limited liability company]], and ___________________________, a ''[State and business type]'' (hereinafter, the ''Contractor''; both collectively, the ''Parties''; separately, ''Party'').</p><p>The ''Company'' requests the ''Contractor'' to script one or more ''CNMCyber Office Hours events'' (hereinafter, the ''Services'') and the ''Parties'' therefore agree as follows:<ol><li>'''Term and Termination'''. This ''Agreement'' takes effect on the ''Effective Date'', and remains in full force and effect until the ''Parties'' accomplish their obligations (hereinafter, the ''Term''). Either ''Party'' may terminate this ''Agreement'' for any reason or no reason at all by providing the other ''Party'' written notice 30 days in advance.</li><li>'''Contractor Services'''. The ''Services'' shall be provided according to the requirements stated at:<ol type="a"><li><nowiki>https://wiki.cnmcyber.com/en/CNMCyber_script</nowiki> as of the ''Effective Date'';</li><li> The ''Contractor'' shall provide the necessary equipment to perform the ''Services''. If the ''Contractor'' has obtained employees or agents (hereinafter, the ''Contractor Personnel''), the ''Contractor''  shall be solely responsible for all costs associated with the ''Contractor Personnel''. As a result of providing the ''Services'', the ''Contractor'' or ''Contractor Personnel'' may create certain work products (hereinafter, the ''Work Product''). The work performed by the ''Contractor'' shall be performed at the rate, stated in Appendix A to this ''Agreement''. The ''Contractor'' shall issue invoices to the ''Company's'' accounts payable department within 30 days of completing the ''Services'', unless otherwise instructed by the ''Company'', and provide documentation as instructed by the ''Company's'' accounts payable department. The ''Company'' shall pay to the ''Contractor'' within 30 days of receiving the invoice from the ''Contractor''. The ''Company'' offers methods of the payments; they are listed in Appendix B to this agreement. The ''Contractor'' shall specify the method of the ''Company's'' payments. If the ''Contractor'' specifies the way, which is not listed in Appendix B, and some third-party fees are associated with that payment way, the ''Contractor'' is responsible for those fees. The ''Services'' cannot include, rely on, and/or imply any proprietary licenses or commercial restrictions.</li><li>'''Independent Contractor Status'''. The ''Parties'' intend that the ''Contractor'' and any ''Contractor Personnel'' be engaged as independent contractors of the ''Company''. Nothing contained in this ''Agreement'' will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. The ''Contractor'' may not act as agent for, or on behalf of, the ''Company'', or to represent the ''Company'', or bind the ''Company'' in any manner. The ''Contractor'' will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the ''Company''. The ''Company'' shall not be responsible for federal, state and local taxes derived from the ''Contractor's'' net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the ''Contractor''.</li><li>'''Ownership'''. The ''Contractor'' transfers and assigns to the ''Company'' all rights, titles and interests throughout the world in and to any and all ''Work Product''. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the ''Work Product'' in any way the ''Company'' sees fit. The ''Company'' grants the ''Contractor'', a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the ''Work Product'' on a platform personally controlled, in whole or in part, by the ''Contractor''. The ''Contractor'' shall notify the ''Company'' about the display or displays. The ''Company'' may revoke this license at any time by requesting the removal of the ''Work Product'' displayed by the ''Contractor''. Upon such request, the ''Contractor'' shall remove the ''Work Product'' from the platform, and provide written notification of such removal.</li><li>'''Representations'''. Both ''Parties'' represent that they are fully authorized and empowered to enter into this ''Agreement'', and that the performance of the obligations under this ''Agreement'' will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation.</li><li>'''Indemnification'''. The ''Contractor'' shall defend, indemnify, and hold harmless the ''Company'', its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of, or relating to, the ''Contractor's'' representation and services under this ''Agreement''.</li><li>'''Confidential Information'''. Excluded.</li><li>'''Communications'''. All the communications between the ''Parties'' that are related to this ''Agreement'' may and tend to occur electronically. The email communication is official and can be presented during possible litigation. The ''Parties<nowiki>'</nowiki>'' email addresses are stated in Appendix C to this ''Agreement''. If any ''Party'' would like to change its email address, that ''Party'' shall notify another ''Party'' before the change.</li><li>'''Limited Warranty'''. The ''Contractor'' does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free. The ''Contractor'' warrants that all services are be performed in a professional manner in accordance with generally applicable industry standards and laws. That provision includes, but not limited to, the respect to third-party intellectual properties, etc. Between the ''Parties'', the ''Contractor's'' sole liability (and the ''Company's'' exclusive remedy) for any breach of this warranty shall be for the ''Contractor'' to re-perform any deficient services, or, if the ''Contractor'' is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. The ''Contractor'' shall have no obligation with respect to a warranty claim if the claim is the result of third-party hardware or software malfunctioning, the actions of the ''Company'' or some other party or is otherwise caused by factors outside the reasonable control of the ''Contractor''. This section 9 is a limited warranty, and sets forth the only warranties made by any ''Party''. Any ''Party'' makes no other warranties, conditions, or undertakings, express or implied, statutory or otherwise, including but not limited to warranties or merchantability, fitness for a particular purpose or non-infringement or any warranties regarding the performance of anything provided or installed by the ''Contractor''.</li><li>'''Miscellaneous Provisions'''. This ''Agreement'', and any accompanying appendices, requirement pages, duplicates, or copies, constitutes the entire agreement between the ''Parties'' with respect to the subject matter of this ''Agreement'', and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the ''Parties'', preceding the date of this Agreement. This ''Agreement'' may be amended only by written agreement duly executed by an authorized representative of each party. If any provision or provisions of this ''Agreement'' shall be held unenforceable for any reason, then such provision shall be modified to reflect the ''Parties<nowiki>'</nowiki>'' intention. All remaining provisions of this ''Agreement'' shall remain in full force and effect for the duration of this ''Agreement''. This ''Agreement'' shall not be assigned by either party without the express consent of the other party. A failure or delay in exercising any right, power or privilege in respect of this ''Agreement'' will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. This ''Agreement'' is be governed by and construed in accordance with the laws of the State of ­­­­­­­­­­­­Virginia without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this ''Agreement'' will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Virginia. Each ''Party'' hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the State of Virginia.</li></ol></p><p>The ''Parties'' are signing this ''Agreement'' electronically on the dates stated below.</p><p>[[Educaship Alliance LLC]]; by: GARY IHAR; name, title: Gary Ihar, director; date: January 7th, 2020</p><p>[CONTRACTOR NAME]; by: ________________________________; name: ________________; title:</p></blockquote>
+
:The following text is based on [[Careerprise independent contractor agreement]] and may be used for any agreement to script one or more ''CNMCyber Office Hours Events'':<blockquote><p>'''CNM Cyber Office Hours scripting agreement'''</p><p>This independent contractor agreement (hereinafter, the ''Agreement'') is made and entered into as of 1:00 pm [[EST]], August 17th, 2023 (hereinafter, the ''Effective Date'') between [[Virginia Institute of Technology]] (hereinafter, the ''Company''), a Virginia [[limited liability company]], and ___________________________, a ''[State and business type]'' (hereinafter, the ''Contractor''; both collectively, the ''Parties''; separately, ''Party'').</p><p>The ''Company'' requests the ''Contractor'' to script one or more ''CNMCyber Office Hours events'' (hereinafter, the ''Services'') and the ''Parties'' therefore agree as follows:<ol><li>'''Term and Termination'''. This ''Agreement'' takes effect on the ''Effective Date'', and remains in full force and effect until the ''Parties'' accomplish their obligations (hereinafter, the ''Term''). Either ''Party'' may terminate this ''Agreement'' for any reason or no reason at all by providing the other ''Party'' written notice 30 days in advance.</li><li>'''Contractor Services'''. The ''Services'' shall be provided according to the requirements stated at:<ol type="a"><li><nowiki>https://wiki.cnmcyber.com/en/CNMCyber_script</nowiki> as of the ''Effective Date'';</li><li> The ''Contractor'' shall provide the necessary equipment to perform the ''Services''. If the ''Contractor'' has obtained employees or agents (hereinafter, the ''Contractor Personnel''), the ''Contractor''  shall be solely responsible for all costs associated with the ''Contractor Personnel''. As a result of providing the ''Services'', the ''Contractor'' or ''Contractor Personnel'' may create certain work products (hereinafter, the ''Work Product''). The work performed by the ''Contractor'' shall be performed at the rate, stated in Appendix A to this ''Agreement''. The ''Contractor'' shall issue invoices to the ''Company's'' accounts payable department within 30 days of completing the ''Services'', unless otherwise instructed by the ''Company'', and provide documentation as instructed by the ''Company's'' accounts payable department. The ''Company'' shall pay to the ''Contractor'' within 30 days of receiving the invoice from the ''Contractor''. The ''Company'' offers methods of the payments; they are listed in Appendix B to this agreement. The ''Contractor'' shall specify the method of the ''Company's'' payments. If the ''Contractor'' specifies the way, which is not listed in Appendix B, and some third-party fees are associated with that payment way, the ''Contractor'' is responsible for those fees. The ''Services'' cannot include, rely on, and/or imply any proprietary licenses or commercial restrictions.</li><li>'''Independent Contractor Status'''. The ''Parties'' intend that the ''Contractor'' and any ''Contractor Personnel'' be engaged as independent contractors of the ''Company''. Nothing contained in this ''Agreement'' will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. The ''Contractor'' may not act as agent for, or on behalf of, the ''Company'', or to represent the ''Company'', or bind the ''Company'' in any manner. The ''Contractor'' will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the ''Company''. The ''Company'' shall not be responsible for federal, state and local taxes derived from the ''Contractor's'' net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the ''Contractor''.</li><li>'''Ownership'''. The ''Contractor'' transfers and assigns to the ''Company'' all rights, titles and interests throughout the world in and to any and all ''Work Product''. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the ''Work Product'' in any way the ''Company'' sees fit. The ''Company'' grants the ''Contractor'', a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the ''Work Product'' on a platform personally controlled, in whole or in part, by the ''Contractor''. The ''Contractor'' shall notify the ''Company'' about the display or displays. The ''Company'' may revoke this license at any time by requesting the removal of the ''Work Product'' displayed by the ''Contractor''. Upon such request, the ''Contractor'' shall remove the ''Work Product'' from the platform, and provide written notification of such removal.</li><li>'''Representations'''. Both ''Parties'' represent that they are fully authorized and empowered to enter into this ''Agreement'', and that the performance of the obligations under this ''Agreement'' will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation.</li><li>'''Indemnification'''. The ''Contractor'' shall defend, indemnify, and hold harmless the ''Company'', its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of, or relating to, the ''Contractor's'' representation and services under this ''Agreement''.</li><li>'''Confidential Information'''. Excluded.</li><li>'''Communications'''. All the communications between the ''Parties'' that are related to this ''Agreement'' may and tend to occur electronically. The email communication is official and can be presented during possible litigation. The ''Parties<nowiki>'</nowiki>'' email addresses are stated in Appendix C to this ''Agreement''. If any ''Party'' would like to change its email address, that ''Party'' shall notify another ''Party'' before the change.</li><li>'''Limited Warranty'''. The ''Contractor'' does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free. The ''Contractor'' warrants that all services are be performed in a professional manner in accordance with generally applicable industry standards and laws. That provision includes, but not limited to, the respect to third-party intellectual properties, etc. Between the ''Parties'', the ''Contractor's'' sole liability (and the ''Company's'' exclusive remedy) for any breach of this warranty shall be for the ''Contractor'' to re-perform any deficient services, or, if the ''Contractor'' is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. The ''Contractor'' shall have no obligation with respect to a warranty claim if the claim is the result of third-party hardware or software malfunctioning, the actions of the ''Company'' or some other party or is otherwise caused by factors outside the reasonable control of the ''Contractor''. This section 9 is a limited warranty, and sets forth the only warranties made by any ''Party''. Any ''Party'' makes no other warranties, conditions, or undertakings, express or implied, statutory or otherwise, including but not limited to warranties or merchantability, fitness for a particular purpose or non-infringement or any warranties regarding the performance of anything provided or installed by the ''Contractor''.</li><li>'''Miscellaneous Provisions'''. This ''Agreement'', and any accompanying appendices, requirement pages, duplicates, or copies, constitutes the entire agreement between the ''Parties'' with respect to the subject matter of this ''Agreement'', and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the ''Parties'', preceding the date of this Agreement. This ''Agreement'' may be amended only by written agreement duly executed by an authorized representative of each party. If any provision or provisions of this ''Agreement'' shall be held unenforceable for any reason, then such provision shall be modified to reflect the ''Parties<nowiki>'</nowiki>'' intention. All remaining provisions of this ''Agreement'' shall remain in full force and effect for the duration of this ''Agreement''. This ''Agreement'' shall not be assigned by either party without the express consent of the other party. A failure or delay in exercising any right, power or privilege in respect of this ''Agreement'' will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. This ''Agreement'' is be governed by and construed in accordance with the laws of the State of ­­­­­­­­­­­­Virginia without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this ''Agreement'' will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Virginia. Each ''Party'' hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the State of Virginia.</li></ol></p><p>The ''Parties'' are signing this ''Agreement'' electronically on the dates stated below.</p><p>[[Virginia Institute of Technology]]; by: GARY IHAR; name, title: Gary Ihar, director; date: August 17th, 2023</p><p>[CONTRACTOR NAME]; by: ________________________________; name: ________________; title:</p></blockquote>

Revision as of 15:05, 17 August 2023

Script Development for CNMCyber Events

What is a script

Script is technically wording which is used in CNMCyber Office Hours events. In the best case scenario, it should be typed and moved to the requirements.
The script can also be defined as the record of someone's requirement.
A script is also an intermediate product, it's not a final product. It's a deliverable but is not user deliverable. It's a sub-product. So then when a script is available, a Wiki page can be developed from the requirements in the script.

Purpose and Importance of Scripting

  • To have a written record of requirements discussed during the event.
  • Support traceability between event discussions and final wiki pages. The script itself leads to requirements. The script isn't the final product, but the requirements that a customer agrees to become the actual product. This can be measured, and in the best situation, it should be a requirements traceability matrix (RTM) record.
For example, when you write down requirements on a page, imagine it's what you're presenting to your boss or customer. You're saying, "This is what you'll get." You list down everything – like having HumHub, Odoo, Jitsi set up in a certain way, using ProxmoxVE, making it highly available with three nodes, having a public IPv4 network, running on Apache and Nginx, using Ceph for storage, and routing with pfSense. You ask, "Is this what you want?" They either sign or confirm via email. This becomes a kind of blueprint.

Components of a script

A script should focus on important information, omitting irrelevant details. A script should omit things like;
  • "my name is _ _ _"
  • "sorry I need to drink my coffee,"
  • "give me a post I will like,"
  • "I will answer another call."
It's not important. So script should include what is important, what should be and what can be moved to requirements.

Scripting for CNMCyber Events

Scripts will be developed on wiki project page (currently - discussion page) of the product page. The main page is the product and discussion will be a project. Project (current discussion page), here there will be information how the product was developed and what requirements were involved.

Target Audience and Deliverables

A developer working on the product is the target audience of the script. Script by itself is the intermediate product, the product page is the end product and script is a part of development with a deliverable.

Success Criteria and Desired Outcome

Success for a script is determined by how useful it is. The goal is having Wiki Pages that describe products. For example; we need to have this platform on which our Jitsi will work, which is called talk and we will do this conference one day on the Talk.cnmcyber.com slash something - So right now we are doing this on employableU which is temporary. So the end product is the service but to build this firm we need to have a description of what we are doing, what we need to look for, and what we need to do. So now, in this case the desired out come is a working technology.
The technical sense, quality is confirmation the description of the product matches the product itself right. So we have requirements and we have a product. If there's gaps, it's a quality product. But to know that you have a quality product you need to have a description, if you don't have a description how would you know? Scripting is a good way to build this description.

Steps to create a script

  1. Transcribe the audio - This can be done manually by listening and typing or if the event is posted on YouTube Channel you can extract the transcript by clicking on the three dots at the bottom right of the video and select show transcript. A side bar will be displayed with the transcript and time stamps. Highlight the entire transcript then copy and paste to the page where you will create the script from.
  2. Clean up the transcript - correct any mistakes in the transcription, eliminate timestamps, and filler words such as "um," "hmm," "oh," "like," "you know," "so", as well as any unnecessary side conversations or interruptions that shouldn't be in the final script. Also remove any repetitions.
  3. Structure the information - Break the transcript into logical sections using headers. For example, you may have a section for Introduction, topics that were discussed in the meeting
  4. Focus on key points - Summarize the script while paying attention to key questions, decisions, and discussion points that are relevant for the requirements of the product.
  5. Review the scrip - Go over the draft script and make any final edits to improve clarity. The goal is to create a traceable record of the event that can used to create product requirements.
  6. Save the script - Save the script to the discussion page (project page) of the product being developed.

Contractor Agreement

The following text is based on Careerprise independent contractor agreement and may be used for any agreement to script one or more CNMCyber Office Hours Events:

CNM Cyber Office Hours scripting agreement

This independent contractor agreement (hereinafter, the Agreement) is made and entered into as of 1:00 pm EST, August 17th, 2023 (hereinafter, the Effective Date) between Virginia Institute of Technology (hereinafter, the Company), a Virginia limited liability company, and ___________________________, a [State and business type] (hereinafter, the Contractor; both collectively, the Parties; separately, Party).

The Company requests the Contractor to script one or more CNMCyber Office Hours events (hereinafter, the Services) and the Parties therefore agree as follows:

  1. Term and Termination. This Agreement takes effect on the Effective Date, and remains in full force and effect until the Parties accomplish their obligations (hereinafter, the Term). Either Party may terminate this Agreement for any reason or no reason at all by providing the other Party written notice 30 days in advance.
  2. Contractor Services. The Services shall be provided according to the requirements stated at:
    1. https://wiki.cnmcyber.com/en/CNMCyber_script as of the Effective Date;
    2. The Contractor shall provide the necessary equipment to perform the Services. If the Contractor has obtained employees or agents (hereinafter, the Contractor Personnel), the Contractor shall be solely responsible for all costs associated with the Contractor Personnel. As a result of providing the Services, the Contractor or Contractor Personnel may create certain work products (hereinafter, the Work Product). The work performed by the Contractor shall be performed at the rate, stated in Appendix A to this Agreement. The Contractor shall issue invoices to the Company's accounts payable department within 30 days of completing the Services, unless otherwise instructed by the Company, and provide documentation as instructed by the Company's accounts payable department. The Company shall pay to the Contractor within 30 days of receiving the invoice from the Contractor. The Company offers methods of the payments; they are listed in Appendix B to this agreement. The Contractor shall specify the method of the Company's payments. If the Contractor specifies the way, which is not listed in Appendix B, and some third-party fees are associated with that payment way, the Contractor is responsible for those fees. The Services cannot include, rely on, and/or imply any proprietary licenses or commercial restrictions.
    3. Independent Contractor Status. The Parties intend that the Contractor and any Contractor Personnel be engaged as independent contractors of the Company. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. The Contractor may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner. The Contractor will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Company. The Company shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the Contractor.
    4. Ownership. The Contractor transfers and assigns to the Company all rights, titles and interests throughout the world in and to any and all Work Product. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the Work Product in any way the Company sees fit. The Company grants the Contractor, a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the Work Product on a platform personally controlled, in whole or in part, by the Contractor. The Contractor shall notify the Company about the display or displays. The Company may revoke this license at any time by requesting the removal of the Work Product displayed by the Contractor. Upon such request, the Contractor shall remove the Work Product from the platform, and provide written notification of such removal.
    5. Representations. Both Parties represent that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation.
    6. Indemnification. The Contractor shall defend, indemnify, and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of, or relating to, the Contractor's representation and services under this Agreement.
    7. Confidential Information. Excluded.
    8. Communications. All the communications between the Parties that are related to this Agreement may and tend to occur electronically. The email communication is official and can be presented during possible litigation. The Parties' email addresses are stated in Appendix C to this Agreement. If any Party would like to change its email address, that Party shall notify another Party before the change.
    9. Limited Warranty. The Contractor does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free. The Contractor warrants that all services are be performed in a professional manner in accordance with generally applicable industry standards and laws. That provision includes, but not limited to, the respect to third-party intellectual properties, etc. Between the Parties, the Contractor's sole liability (and the Company's exclusive remedy) for any breach of this warranty shall be for the Contractor to re-perform any deficient services, or, if the Contractor is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. The Contractor shall have no obligation with respect to a warranty claim if the claim is the result of third-party hardware or software malfunctioning, the actions of the Company or some other party or is otherwise caused by factors outside the reasonable control of the Contractor. This section 9 is a limited warranty, and sets forth the only warranties made by any Party. Any Party makes no other warranties, conditions, or undertakings, express or implied, statutory or otherwise, including but not limited to warranties or merchantability, fitness for a particular purpose or non-infringement or any warranties regarding the performance of anything provided or installed by the Contractor.
    10. Miscellaneous Provisions. This Agreement, and any accompanying appendices, requirement pages, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement. This Agreement may be amended only by written agreement duly executed by an authorized representative of each party. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the Parties' intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement. This Agreement shall not be assigned by either party without the express consent of the other party. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. This Agreement is be governed by and construed in accordance with the laws of the State of ­­­­­­­­­­­­Virginia without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Virginia. Each Party hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the State of Virginia.

    The Parties are signing this Agreement electronically on the dates stated below.

    Virginia Institute of Technology; by: GARY IHAR; name, title: Gary Ihar, director; date: August 17th, 2023

    [CONTRACTOR NAME]; by: ________________________________; name: ________________; title: