EXP Software Products

End User License and Services Agreement

Published September 18, 2026

This End User License and Services Agreement (the “Agreement”) governs the license, use, and provision of software, services, and related deliverables provided by Expedition Technology, LLC (“EXP”). This Agreement is incorporated by reference into and becomes effective upon execution, acceptance, payment of, receipt of, access to, or use of any cost proposal, quotation, purchase order, invoice, order form, statement of work, or other ordering document referencing this Agreement (each, an “Order”). All Orders are expressly limited to acceptance of these license terms. The individual or entity identified in the applicable Order is referred to herein as the “Licensee”. EXP and Licensee may be referred to individually as a “Party” and collectively as the “Parties.” Together, the Order and this license comprise the entire agreement between EXP and Licensee.

WHEREAS, EXP offers for license proprietary Software Products identified in the applicable Order, together with all associated software, algorithms, models, application programming interfaces (APIs), documentation, data structures, user interfaces and related materials provided by EXP, regardless of whether delivered in source code, object code, executable, containerized deployments, cloud-hosted, SaaS, or any other form, including any EXP-provided patches, updates, modifications, enhancements, or derivative works, and releases thereof (collectively, the "Licensed Software"). The Licensed Software may provide, among other capabilities, radio frequency (RF) signal and image collection, signal and image data processing, data storage, algorithm development, data analysis, data visualization, and sensor and processor command-and-control functionality, and may be deployed on hardware, cloud or other computing environments as configured by and authorized by EXP.

WHEREAS, EXP has developed the Licensed Software as commercial computer software and desires to preserve its commercial software rights, proprietary data rights, trade secrets, and intellectual property rights while granting Licensee only the limited rights expressly stated in this Agreement and the applicable Order;

WHEREAS, Licensee desires to acquire from EXP, and EXP wishes to grant to Licensee, a non-exclusive, non-transferable, limited license to use the Licensed Software solely as expressly authorized below; and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Parties agree as follows:

1. Definitions

1.1 “Documentation” means the user guides, technical manuals, release notes, operating instructions, and other documentation made available by EXP for use with the Licensed Software.

1.2 “EXP Technology” means the Licensed Software, Documentation, APIs, processes, user interfaces, algorithms, models, workflows, know-how, techniques, designs, ideas, concepts, configurations, technical material, and any other tangible or intangible technology, information, or materials of EXP.

1.3 “Intellectual Property Rights” means all copyrights, trade secrets, patent rights, trademark rights, mask work rights, database rights, moral rights, and all other intellectual property or proprietary rights in any jurisdiction.

1.4 “Licensed Software” means EXP software product(s) identified in the applicable Order, together with all associated software, algorithms, models, application programming interfaces (APIs), documentation, data structures, user interfaces and related materials provided by EXP, regardless of whether delivered in source code, object code, executable, containerized deployments, cloud-hosted, SaaS, or any other form, including any EXP-provided patches, updates, modifications, enhancements, or derivative works, and releases thereof.

1.5 “Licensee Data” means data supplied by Licensee or generated by Licensee’s authorized use of the Licensed Software, excluding EXP Technology, Licensed Software, Documentation, and EXP proprietary or diagnostic information.

2. Intellectual Property

EXP owns all right, title, and interest (including, without limitation, all intellectual property rights) in and to the Licensed Software, Documentation, EXP Technology, all copies thereof, and all EXP-created modifications, corrections, updates, enhancements, configurations, ideas, discoveries, inventions, copyrightable works, adaptations, translations, derivative works, and improvements thereto, whether patentable or unpatentable, unless expressly set forth otherwise in and during the performance of an Order. No title or ownership interest is transferred to Licensee under this Agreement. Licensee is not authorized to create derivative works of, modify, adapt, translate, merge, or otherwise alter the Licensed Software or Documentation except to the extent expressly authorized by EXP in a mutually executed writing.

To the extent Licensee or any user provides comments, suggestions, enhancement requests, feedback, recommendations, benchmarking observations, or other information relating to EXP products or services, Licensee grants EXP a perpetual, irrevocable, worldwide, royalty-free right to use, exploit, commercialize, and incorporate such feedback without restriction or obligation, subject to EXP’s obligations regarding Licensee’s confidential information.

3. License Grant and Permitted Use

Subject to Licensee’s compliance with this Agreement and the applicable Order, EXP grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to use the Licensed Software solely for Licensee’s internal business purposes, including internal government purposes where the Licensee is a governmental entity, contractor, or other organization supporting governmental activities, during the license term and within the scope set forth in the applicable Order.

The license is limited to use of the Licensed Software as delivered or made available by EXP. No license is granted to source code, build environment, development tools, training data, models and AI/ML components, algorithms, architecture, engineering notes, technical data not expressly identified for delivery, or any other EXP Technology not expressly licensed in writing.

All rights not expressly granted to Licensee are reserved by EXP and its licensors. Any use, modification, reproduction, release, performance, display, disclosure, transfer, or distribution not expressly authorized by this Agreement or the applicable Order is prohibited.

4. Commercial Software and Proprietary Rights

The Licensed Software, Documentation, and any related materials embody valuable proprietary, confidential, and trade secret information of EXP and are licensed, not sold. Licensee receives only the rights expressly granted in this Agreement and any applicable Order, and no other rights are conveyed by implication, estoppel, delivery, acceptance, payment, possession, installation, integration, operational use, cybersecurity review, security accreditation, vulnerability assessment, support activities, or inclusion in any contract file. Licensee shall preserve all proprietary notices, legends, markings, headers, and data rights assertions accompanying the Licensed Software and Documentation and shall not remove, obscure, alter, or bypass them. EXP retains all right, title, and interest in and to the Licensed Software, Documentation, source code, models and AI/ML components, algorithms, architectures, interfaces, trade secrets, know-how, and all associated intellectual property and technology. Except as expressly set forth in this Agreement or a mutually executed writing, EXP shall have no obligation to provide source code, build environments, development tools, technical data, engineering documentation, models, security-sensitive information, roadmaps, or other non-public information not customarily provided to commercial customers. For U.S. Government customers, the Licensed Software and Documentation are Commercial Computer Software and Commercial Computer Software Documentation acquired pursuant to FAR 12.212, DFARS 227.7202, and any successor provisions, and shall be licensed under the same commercial terms customarily provided to the public. Accordingly, the Government, its contractors, and any third party acting on its behalf shall receive only those rights expressly granted under this Agreement and the applicable Order, and nothing in any contract, purchase order, solicitation, funding instrument, flowdown, delivery, support activity, technical data submission, interface with Government systems, or other transaction shall be construed to grant unlimited rights, Government purpose rights, expanded restricted rights, source code rights, special license rights, or any other rights beyond those expressly stated herein unless specifically identified and granted in a written amendment signed by EXP. Any technical data or related materials furnished in connection with the Licensed Software shall remain subject to EXP's proprietary rights, restrictions, legends, and markings, and shall confer only those rights customarily provided with the applicable commercial product or service, except as otherwise required by applicable law.

5. Restrictions on Use

Except as expressly authorized in writing by EXP, Licensee shall not, and shall not permit any user, contractor, integrator, subcontractor, affiliate, or third party to:

copy, reproduce, distribute, rent, lease, lend, sell, resell, sublicense, assign, transfer, publish, disclose, or otherwise make available the Licensed Software or Documentation to any third party;
modify, translate, adapt, merge, create derivative works of, improve, alter, or make any correction to the Licensed Software, Documentation, or EXP Technology, except to the extent expressly authorized by EXP in a mutually executed writing;
reverse engineer, decompile, disassemble, decode, extract, derive, or attempt to discover source code, object-code architecture, algorithms, models, logic, data structures, interfaces, training methods, or underlying ideas of the Licensed Software;
perform penetration testing, vulnerability scanning, security assessments, code scanning, load testing, or benchmarking of the Licensed Software without EXP’s prior written approval;
remove, alter, obscure, or bypass proprietary notices, copyright notices, legends, security controls, access controls, license keys, or technical restrictions;
use the Licensed Software on behalf of, or to provide services to, any third party, including on a service bureau, managed services, hosted, or outsourcing basis;
use the Licensed Software for any unlawful purpose or in violation of applicable export control, sanctions, cybersecurity, privacy, or procurement laws; or
use the Licensed Software outside the scope stated in the Order or in any manner that would adversely affect EXP’s commercial software rights.

6. Licensee Responsibilities; Security; Access Controls

EXP may provide certain hardware, operating environments, access credentials, software components, hosting resources, or related support services as expressly identified in the applicable Order. Except for those items expressly designated as EXP-provided, Licensee is responsible for providing, maintaining, securing, and supporting all hardware, network connectivity, operating environments, credentials, facility access, infrastructure, and third-party software necessary to access and use the Licensed Software.

Licensee shall use commercially reasonable administrative, technical, and physical safeguards to protect the Licensed Software, Documentation, EXP Technology, access credentials, and any confidential or export-controlled items from unauthorized access, use, disclosure, copying, or transfer. Licensee shall promptly notify EXP, and in no event later than two business days after discovery, of any actual or suspected unauthorized access, use, disclosure, compromise, or loss involving the Licensed Software, Documentation, EXP Technology, or access credentials.

EXP may suspend or restrict access to the Licensed Software, or require reasonable corrective action, if EXP reasonably believes suspension or restriction is necessary to preserve the security, integrity, availability, confidentiality, export-control status, or proprietary nature of the Licensed Software, EXP Technology, Licensee Data, EXP systems, or other customer environments.

6.1 Security Safeguards

To the extent EXP hosts the Licensed Software or processes Licensee Data within an information system controlled by EXP, EXP will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect such Licensee Data against unauthorized access, use, alteration, or disclosure. The specific security controls, compliance framework, system boundary, shared-responsibility allocation, and security deliverables applicable to a deployment, if any, shall be stated in the applicable Order, security addendum, or system security plan.

EXP does not assume responsibility for security controls allocated to Licensee, the U.S. Government, a cloud service provider, an integration partner, or another third party. No reference to a security framework, assessment, authorization, or certification shall constitute a warranty that the Licensed Software or any environment will be immune from security events or satisfy requirements not expressly identified in a mutually executed writing.

7. Acceptance; Delivery; Updates; Support

Unless a different acceptance procedure is expressly stated in the applicable Order, acceptance shall be deemed to occur upon the earliest of: (a) Licensee’s written acceptance; (b) Licensee’s placement of the Licensed Software into productive, operational, evaluation, or mission use; or (c) five business days after delivery or availability for download if Licensee has not provided a written, specific, and reproducible nonconformity notice.

EXP may provide patches, bug fixes, vulnerability mitigations, data integrity corrections, minor enhancements, or updates that EXP makes generally available for the Licensed Software, subject to the applicable Order. Updates are part of the Licensed Software and are governed by this Agreement unless EXP provides different terms in writing.

EXP’s support obligations, if any, are limited to the support scope, period, service levels, and fees stated in the applicable Order. EXP has no obligation to provide support to the extent an issue is caused by Licensee’s misuse, unauthorized modification, non-EXP equipment or software, external networks, failure to follow Documentation, failure to implement updates or reasonable mitigation steps, or an excusable delay beyond EXP’s reasonable control.

7.1 Service Levels; Maintenance; Support Procedures

If the applicable Order identifies the Licensed Software as an EXP-hosted, cloud-hosted, or managed service, EXP will provide the availability, support, maintenance, incident-response targets, and service remedies expressly stated in the applicable service level addendum or Order (the “SLA”). The SLA, if applicable, is incorporated into this Agreement solely for the affected hosted or managed service. Unless expressly stated in the SLA, service levels do not apply to on-premises deployments, Government-operated environments, Licensee-controlled infrastructure, evaluation licenses, beta features, third-party services, or interruptions caused by circumstances outside EXP’s reasonable control.

EXP may perform scheduled maintenance during maintenance windows identified in the SLA or upon reasonable notice where practicable. EXP may perform emergency maintenance without advance notice when reasonably necessary to protect security, integrity, availability, legal compliance, or other customers. Any service credit expressly stated in the SLA is Licensee’s sole and exclusive monetary remedy for a failure to meet an applicable service level, except to the extent prohibited by applicable law.

8. Confidentiality

The Licensed Software, Documentation, and EXP Technology contain confidential, proprietary, and trade secret information of EXP. Licensee shall hold such materials in strict confidence and shall use at least the same degree of care used to protect its own confidential information of similar importance, but in no event less than reasonable care.

Licensee shall limit access to authorized personnel, contractors, and representatives who have a need to know for the permitted use, are bound by written confidentiality and use restrictions at least as protective as this Agreement and are legally permitted to receive the applicable information. Licensee remains responsible for all acts and omissions of such persons.

Nothing in this Agreement requires EXP to disclose source code, technical data, algorithms, model details, trade secrets, or other proprietary information not expressly identified as a deliverable in the applicable Order.

9. Licensee Data; Outputs

As between the Parties, Licensee controls the means and uses of Licensee Data supplied to the Licensed Software. Licensee grants EXP the right to use Licensee Data as necessary to perform under the applicable Order, provide support, maintain security and integrity, troubleshoot, test, back up, validate performance, comply with law, and improve the Licensed Software, provided that use for product improvement shall be in aggregated, de-identified, blinded, or anonymized form to the extent practicable and permitted by applicable law.

Outputs generated by the Licensed Software may be used by Licensee solely for the permitted purposes stated in the Order. Licensee shall not use outputs to derive, reconstruct, benchmark for publication, disclose, or competitively evaluate EXP Technology, models, algorithms, logic, or performance without EXP’s prior written approval.

9.1 Data Retrieval and Download

During the applicable license or subscription term, Licensee may retrieve and download Licensee Data using the standard export functionality, if any, made available with the Licensed Software. For an EXP-hosted deployment, and upon Licensee’s written request made before expiration or within thirty (30) days after expiration or termination, EXP will make Licensee Data then maintained in the active production environment available for retrieval and download in EXP’s standard, commercially reasonable format. Any non-standard conversion, migration, media preparation, professional services, or extended access will be subject to mutual written agreement and additional fees.

9.2 Retention and Deletion

After the applicable retrieval period, EXP may delete Licensee Data from active systems in accordance with EXP’s standard retention practices, unless a longer period is required by applicable law, legal hold, the Order, or a mutually executed records-retention addendum. Residual copies in backups, archives, disaster-recovery media, security logs, or immutable storage may be retained until deleted through the ordinary retention cycle and shall remain protected under this Agreement. EXP is not required to return or disclose EXP Technology, system logs containing information about other customers, security-sensitive information, aggregated or de-identified information, or data prohibited from release by law, contract, classification, export control, or security requirements.

9.3 Aggregated Statistics; Diagnostic Data; Telemetry

EXP may collect and use operational, technical, diagnostic, security, usage, performance, and telemetry information relating to the deployment and operation of the Licensed Software (“Usage Data”). As between the Parties, EXP owns Usage Data and any aggregated, statistical, anonymized, or de-identified information derived from Licensee Data or use of the Licensed Software that does not identify Licensee, any individual, any specific Government mission, or Licensee’s confidential operational information (“Aggregated Statistics”).

EXP may use Usage Data and Aggregated Statistics to provide support, maintain security and integrity, administer licenses, analyze performance, improve and develop products and services, demonstrate generalized performance trends, and comply with law. EXP will not publicly disclose Aggregated Statistics in a manner that reasonably identifies Licensee without Licensee’s prior written consent. For classified, export-controlled, mission-sensitive, or otherwise restricted deployments, collection and transmission of Usage Data shall be subject to the architecture and restrictions stated in the applicable Order or security addendum.

10. Export Control; Sanctions; Restricted Access

The Licensed Software, Documentation, EXP Technology, technical data, and services may be controlled for export under the International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), sanctions regulations, and other applicable U.S. export control laws. Each Party shall comply with all applicable export control and sanctions laws.

Licensee shall not export, re-export, transfer, disclose, provide access to, or otherwise make available any export-controlled item, technical data, software, or service to any foreign person, restricted party, embargoed destination, or prohibited end use without all required prior authorizations, licenses, agreements, exemptions, or exceptions. Each Party shall promptly notify the other if it becomes listed on any denied, debarred, suspended, or restricted party list or if its export privileges are denied, suspended, or revoked.

11. Warranty Disclaimer

EXCEPT TO THE EXTENT EXPRESSLY STATED IN THE APPLICABLE ORDER, THE LICENSED SOFTWARE, DOCUMENTATION, EXP TECHNOLOGY, OUTPUTS, UPDATES, SUPPORT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXP DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUALITY, PERFORMANCE, SYSTEMS INTEGRATION, SECURITY, ERROR-FREE OPERATION, UNINTERRUPTED USE, OR RESULTS. LICENSEE ACKNOWLEDGES THAT OPERATION OF THE LICENSED SOFTWARE MAY DEPEND ON LICENSEE-PROVIDED SENSORS, NETWORKS, HARDWARE, OPERATING ENVIRONMENTS, DATA, THIRD PARTY SOFTWARE, CONFIGURATIONS, AND USER DECISIONS, AND EXP IS NOT RESPONSIBLE FOR DEFECTS, FAILURES, DELAYS, INACCURACIES, VULNERABILITIES, OR DEGRADED PERFORMANCE CAUSED BY ANY ITEM OR CIRCUMSTANCE OUTSIDE OF EXP’S REASONABLE CONTROL.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EXP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LICENSED SOFTWARE, DOCUMENTATION, EXP TECHNOLOGY, OUTPUTS, SUPPORT, SERVICES, OR ANY ORDER SHALL NOT EXCEED THE LICENSE FEES ACTUALLY PAID BY LICENSEE TO EXP FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM. IF THE APPLICABLE ORDER DOES NOT SEPARATELY STATE A LICENSE FEE, EXP’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO EXP FOR THE AFFECTED LICENSED SOFTWARE UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IN NO EVENT SHALL EXP OR ITS LICENSORS, SUPPLIERS, SUBCONTRACTORS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR CONSEQUENTIAL DAMAGES; LOST PROFITS; LOST REVENUE; LOSS OF BUSINESS OPPORTUNITY; LOSS OF GOODWILL; LOSS, CORRUPTION, OR RECONSTRUCTION OF DATA; PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; INTERRUPTION OF OPERATIONS; OR DAMAGES ARISING FROM USE OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, INDEMNITY, OR OTHERWISE AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE EXISTENCE OF MULTIPLE CLAIMS, ORDERS, INCIDENTS, OR THEORIES OF RECOVERY SHALL NOT ENLARGE THE FOREGOING CAP.

13. Indemnity

Subject to the limitations of liability in this Agreement, EXP will defend Licensee against a third-party claim alleging that the unmodified Licensed Software, as delivered by EXP and used within the scope of this Agreement and the applicable Order, directly infringes a U.S. patent, U.S. copyright, or U.S. trade secret, and will pay final damages and reasonable costs finally awarded by a court of competent jurisdiction or agreed in a settlement approved by EXP, provided that Licensee: (a) promptly provides written notice of the claim; (b) gives EXP sole control of the defense and settlement; and (c) provides reasonable cooperation at EXP’s expense.

EXP has no obligation for any claim arising from: (a) use outside the scope of this Agreement or the Order; (b) combination with non-EXP hardware, software, data, equipment, systems, interfaces, sensors, networks, or processes; (c) modification, configuration, or derivative work not made by EXP; (d) Licensee specifications, instructions, data, designs, or materials; (e) continued use after EXP provides a non-infringing workaround, update, replacement, or instruction to stop use; (f) open-source or third-party components governed by separate terms; or (g) any Government-furnished, Licensee-furnished, or third-party technology.

If the Licensed Software is, or in EXP’s opinion is likely to become, subject to an infringement claim, EXP may, at its option and expense: (a) procure for Licensee the right to continue using the affected Licensed Software; (b) modify or replace the affected Licensed Software so that it is non-infringing and functionally comparable in material respects; or (c) terminate the affected license and provide a pro rata refund of prepaid unused license fees, if any. This Section states EXP’s sole and exclusive obligation and Licensee’s sole and exclusive remedy for any intellectual property infringement or misappropriation claim.

14. Audit and Compliance Verification

Licensee shall maintain complete and accurate records regarding installation, access, copies, authorized users, locations, systems, instances, license keys, and use of the Licensed Software sufficient to demonstrate compliance with this Agreement and the applicable Order. Licensee shall retain such records during the license term and for at least three (3) years thereafter, unless a longer period is required by applicable law or the applicable Order.

Upon reasonable prior written notice and no more than once annually unless a material breach is suspected, Licensee shall provide records, certifications, system reports, or other reasonable information sufficient to verify compliance with license scope, user limits, site limits, capacity limits, restrictions, and other use conditions. Any audit shall be conducted during normal business hours in a manner designed to minimize disruption and comply with applicable Government security, facility access, export control, and information security requirements.

If requested by EXP and permitted by applicable security requirements, Licensee shall reasonably cooperate with a remote or on-site review of relevant records, systems, and computers on which the Licensed Software is installed or accessed. EXP may use an independent auditor bound by confidentiality obligations. If an audit or certification reveals use beyond the licensed scope or unauthorized access, copying, distribution, modification, or disclosure, Licensee shall promptly cure the noncompliance, pay applicable fees for excess use, reimburse reasonable audit costs if the noncompliance is material, and take corrective action to prevent recurrence.

15. Term; Termination; Effect of Termination

This Agreement begins on the effective date of the applicable Order and continues for the term stated therein. If the Order grants a perpetual license, the license remains perpetual unless terminated in accordance with this Agreement. EXP shall not terminate a paid perpetual or fixed-term license solely for convenience or at unfettered discretion after acceptance, except to the extent expressly stated in the applicable Order or required to address security, export-control, infringement, or legal compliance concerns as provided in this Agreement.

EXP may terminate this Agreement or the affected license immediately upon written notice for any breach of confidentiality, ownership, license restrictions, government rights restrictions, export control obligations, non-payment where applicable, or unauthorized use, disclosure, copying, transfer, reverse engineering, modification, derivative work, or access. For other material breaches, EXP may terminate if Licensee fails to cure within thirty (30) days after written notice describing the breach in reasonable detail.

Upon expiration or termination, Licensee shall cease all use of the affected Licensed Software and Documentation, return or destroy all copies in its possession or control, and certify destruction upon request, except to the extent continued possession is expressly required by law and subject to ongoing confidentiality and use restrictions. Sections concerning ownership, restrictions, confidentiality, government rights, export control, warranty disclaimer, limitation of liability, indemnity limits, payment, audit remedies, non-solicitation, and miscellaneous provisions survive termination.

16. Government-Specific Termination for Convenience Post-Acceptance

If the U.S. Government terminates the applicable Order for convenience after acceptance, all license fees attributable to the accepted Licensed Software are fully earned and nonrefundable. If the applicable Order is terminated for convenience, EXP shall additionally be entitled to payment for services performed, noncancelable commitments, transition work, and reasonable termination-related charges to the extent permitted by the applicable contract and governing law.

17. Payment; Taxes; Order of Precedence

Fees, payment terms, invoicing milestones, taxes, and funding limitations are as stated in the applicable Order. License rights are conditioned upon timely payment unless otherwise prohibited by applicable law.

If there is a conflict among documents, the following order of precedence applies unless expressly stated otherwise in a mutually executed writing: (1) any mutually signed amendment expressly modifying this Agreement; (2) the applicable Order solely for business terms and license scope; (3) this Agreement; and (4) Documentation. No purchase order, procurement portal term, online term, or other Licensee document modifies this Agreement unless signed by an authorized representative of EXP and expressly identified as an amendment to this Agreement.

18. Governing Law; Disputes

This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, excluding its conflict-of-law rules, except to the extent federal law mandatorily applies to a U.S. Government customer. Prior to initiating any formal dispute resolution proceeding, the Parties agree to make a good-faith effort to resolve the dispute through executive-level negotiations. Notwithstanding the foregoing, either Party may seek immediate injunctive or other equitable relief as necessary to protect Confidential Information, Intellectual Property Rights, export-controlled information, or security interests.

19. Miscellaneous

Neither Party may assign this Agreement without the prior written consent of the other Party, except that EXP may assign this Agreement in connection with a merger, reorganization, sale of substantially all assets, change of control, or transfer to an affiliate or successor, provided the assignee assumes the applicable obligations. Any prohibited assignment is void.

Neither Party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, supply chain disruption, labor disruption, cyber incidents, government action, war, terrorism, civil disturbance, epidemic, failure of utilities, or telecommunications or internet failures, except that payment obligations are not excused.

If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions remain in full force. Failure to enforce any provision is not a waiver. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties that expressly identifies the amendment. This Agreement and the applicable Order constitute the complete agreement regarding the Licensed Software and supersede all prior or contemporaneous understandings regarding the same subject matter.

20. Non-Solicitation of Personnel

During the term of the applicable Order and for one (1) year thereafter, neither Party shall knowingly solicit for employment or engagement any employee or individual contractor of the other Party who is materially involved in the performance, deployment, engineering, support, or administration of the Licensed Software or related professional services under the applicable Order, without the other Party’s prior written consent.

This restriction does not prohibit: (a) general solicitations, advertisements, job postings, recruiter searches, or hiring campaigns not targeted at the other Party’s personnel; (b) hiring an individual who responds to such general solicitation without direct targeting; (c) solicitations initiated by the individual without prompting; (d) hiring after the individual has been separated from the other Party for at least six (6) months; or (e) actions required by law, regulation, or Government direction.