This Master Affiliate Marketing Agreement (the "Agreement") is entered into between you ("Affiliate", "you", or "your") and Voiceflow, Inc. ("Company", "we", or "us"). This Agreement governs your participation in, without limitation, any of the Voiceflow partner, expert, content creation, sponsorship, marketplace, resource library, affiliate, community or co-marketing programs (individually, a "Program", collectively, the "Programs").

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "CONFIRM AGREEMENT" BUTTON ON (1) THE PARTNERSTACK PLATFORM ("Partnerstack"), (II) THE THEN-CURRENT EQUIVALENT PARTNER PLATFORM THAT THE COMPANY UTILIZES (together with Partnerstack, each the "Affiliate Management Platform"), OR (III) BY ACCESSING OR PARTICIPATING IN ANY PROGRAM ("Acceptance"). THE AGREEMENT SHALL BE CONSIDERED EFFECTIVE ON THE DATE OF THE OCCURRENCE OF ANY FORM OF ACCEPTANCE (the "Effective Date").

BY CLICKING ON THE "CONFIRM AGREEMENT" BUTTON BELOW OR BY ACCESSING OR PARTICIPATING IN ANY PROGRAM YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. YOU AGREE AND ACKNOWLEDGE THIS AGREEMENT SUPERSEDES AND REPLACES ANY AND ALL PRIOR AGREEMENTS (INCLUDING, SPECIFICALLY, ANY AFFILIATE MARKETING AGREEMENT), WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR PARTICIPATE IN THE PROGRAMS.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Affiliate (hereinafter, collectively, the "Parties", or each, individually, a "Party") agree as follows:

The terms and conditions contained in this Agreement expressly exclude any of your general terms and conditions or any other document issued by you in connection with this Agreement. This Agreement incorporates the following schedules (each, a "Schedule" and collectively, the "Schedules"), all of which are subject to the general Terms and Conditions set out in Schedule A. Based on the Program(s) you are accepted to and participate in, you shall be subject to the applicable corresponding terms as outlined below:

1. 1. All Affiliates shall be subject to Schedule A (Terms and Conditions) and Schedule B (Public Disclosure Requirements).
2. 2. Schedule C (Partner Program Terms) if you are participating in the Voiceflow Partner Program or the then-current main affiliate marketing program of Voiceflow.
3. 3. Schedule C (Partner Program Terms) and Schedule D (Content Creation Terms) if you are participating in Voiceflow content creation.
4. 4. Schedule E (Sponsorship Terms) if you are being sponsored by Voiceflow to host any community or marketing event.
5. 5. Schedule F (Resource Library Terms) if you are participating in and providing submissions to the Voiceflow Resource Library or other Voiceflow marketplace.
6. 6. Schedule G (Certified Expert Terms) if you are participating in the Certified Expert Program or any other initiative or program where Voiceflow publicly features, promotes, references or recommends you in connection to the Voiceflow platform or community.

SCHEDULE A

TERMS AND CONDITIONS

This Schedule A forms part of the Master Affiliate Marketing Agreement between the Company and the Affiliate. Capitalized terms not otherwise defined in this Schedule shall have the meaning given to them in the Agreement.

1. 1. Appointment. Company agrees to retain Affiliate, if applicable, to assist Company to promote its SaaS platform and other products and services, in accordance with the terms of this Agreement and any applicable Schedules. The rights, responsibilities, and obligations of the Affiliate shall be determined by their role and participation in the Programs, as further set out in this Agreement.
2. 2. Engagement. Affiliate shall perform the promotional, marketing, content creation, event hosting, referral, and other services or obligations described in this Agreement and any applicable Schedules (the "Engagements"), including but not limited to social media promotion, affiliate marketing, co-marketing activities, sponsored content, and community participation, as may apply based on the Program(s) you are accepted to and participate in.
3. 3. Relationship of the Parties. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, fiduciary, employment, or other relationship between the Parties.
   1. 3.1 No Authority. Affiliate has no authority to commit, act for or on behalf of Company, or to bind Company to any obligation or liability. Affiliate shall not represent that it has authority to bind the Company or hold itself out as an agent, employee, or legal representative of the Company.
   2. 3.2 No Endorsement. Affiliate shall not suggest, either expressly or by implication, that it is endorsed by, sponsored by, or acting on behalf of the Company without the Company's prior written approval.
4. 4. Use of Company Materials and Brand.
   1. 4.1 Brand Guidelines. Affiliate shall comply with all brand guidelines that may be provided by the Company from time-to-time and shall not use the Company's name, logo, or other marks except as expressly permitted.
   2. 4.2 Prohibited Uses. Affiliate may not create content that is misleading, defamatory, infringing, or otherwise inconsistent with the Company's standards, or that may reasonably be interpreted as official Company communications.
5. 5. Compliance and Conduct.
   1. 5.1 Legal Compliance. Affiliate shall comply with all applicable laws and regulations, including but not limited to consumer protection, advertising, privacy, tax, and intellectual property laws.
   2. 5.2 Community Code of Conduct. Affiliate shall comply with any applicable community guidelines, codes of conduct, or policies published by the Company from time to time, including in connection with the Company's Discord server, Resource Library, and events.
6. 6. Affiliate Obligations.
   1. 6.1 Where applicable, the Affiliate must meet all performance metrics communicated by the Company, including but not limited to total partner activity, link click-through rates, and customer sign-ups attributed to Affiliate links (the "Performance Standards"). Such Performance Standards are subject to change from time-to-time and may be updated at the Company's sole discretion, including by posting revised criteria on the Company's website. In the event that the Affiliate (i) fails to meet the Performance Standards, (ii) to comply with any requirements or obligations set forth in this Agreement or the applicable Schedules, or (iii) if the Affiliate receives negative feedback from the Community, the Company, in its sole discretion, for any reason, with or without cause, may reassign or remove the Affiliate from any designated tier or Program, or terminate this Agreement without notice.
   2. 6.2 Contractor shall perform the Engagements: (i) in accordance with all applicable laws, rules, regulations, and codes as well as the terms and subject to the conditions set forth in this Agreement; (ii) using personnel of required skill, experience, and qualifications; (iii) in a timely and professional manner; (iv) in accordance with the highest professional standards for similar services; (v) devoting adequate resources to meet its obligations under this Agreement; and (vi) to the satisfaction of Company.
   3. 6.3 Posting and Publication Requirements.
      1. 6.3. a. Comply with the Disclosure Requirements set out in Schedule B.
      2. 6.3. b. Post or publish the following content: Video and/or written content (i) generally about, and (ii) detailing the use of, the Voiceflow software for a variety of purposes, in accordance with the mutually agreed-upon production and delivery schedule.
      3. 6.3. c. Make only factual statements, including about the Company and its products or services.
      4. 6.3. d. Reflect only honest and truthful opinions and actual experiences.
      5. 6.3. e. Comply with all applicable social media platform rules, terms of use and guidelines.
      6. 6.3. f. Immediately remove any content at Company's request that is in connection with the Company or that the Company deems is in violation of Schedule B.
      7. 6.3. g. Only post or publish content that is the original work and creation of Affiliate, or content to which Affiliate has the sole and exclusive right to post or publish for the purposes hereunder.
      8. 6.3. h. Not post or publish any content that promotes bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation or age or other protected grounds under applicable human rights legislation.
      9. 6.3. i. Not post or publish any third-party intellectual property, including but not limited to, content, photographs, trademarks, logos, music or celebrity names, photos, images, voices, or other likenesses of an individual (whether famous or not) without the prior written consent of the individual or owner, as applicable, which consent Affiliate may be required to evidence to Company, in a form satisfactory to Company.
      10. 6.3. j. Not make any statements that are disparaging, negative, defamatory, or potentially damaging in any way about the Company or its products or services, or any third party.
   4. 6.4 Content Changes. Affiliate shall make all changes, additions, or modifications to content immediately upon Company's request.
   5. 6.5 If the Affiliate is an organization, it shall appoint a sufficient number of employees (the "Affiliate Personnel") to complete the performance of its Engagements under this Agreement.
   6. 6.6 If applicable, assign only qualified Affiliate Personnel to complete the performance of its Engagements and obligations under this Agreement.
   7. 6.7 The Affiliate shall comply, and if applicable, shall cause all Affiliate Personnel, where applicable, to comply with all applicable laws, regulations, and codes in completing the performance of its Engagements and obligations under this Agreement.
   8. 6.8 Obtain and maintain at all times during the term of the Agreement all necessary licenses, permits, approvals and consents.
   9. 6.9 Comply with all Company rules, regulations, and policies in the performance of its Engagements and obligations, including without limitation:
      1. 6.9. a. Systems and data security procedures, including those relating to remote access.
      2. 6.9. b. In-office security policies.
      3. 6.9. c. General health and safety practices and procedures.
      4. 6.9. d. Social media policies.
      5. 6.9. e. Personal information and consumer data privacy policies.
      6. 6.9. f. Anti-spam compliance policies.
   10. 6.10 If applicable, maintain complete and accurate records relating to the performance of its Engagements and obligations under this Agreement in such form providing sufficient details and at least as would be provided by other similar service providers.
   11. 6.11 If applicable, obtain Company's written consent, which may be given or withheld in Company's sole discretion, prior to entering into agreements with or otherwise engaging any third party, including all subcontractors and affiliates of Affiliate, other than Affiliate's employees, to engage in any of the Programs (each such approved subcontractor or other third party, a "Permitted Third Party"). Company's approval or requirement shall not relieve Affiliate of its Engagements and obligations under the Agreement, and Affiliate shall remain fully responsible and wholly liable for the performance of each such Permitted Third Party and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Affiliate's own employees. Nothing contained in this Agreement shall create any contractual relationship between the Company and any Permitted Third Party.
   12. 6.12 Require each Permitted Third Party to be bound in writing by the confidential information and intellectual property provisions of this Agreement, provided that any such request or failure to request by Company shall not relieve Affiliate of its obligations under this Agreement, including without limitation, this Section and Section 11 (Representations and Warranties).
   13. 6.13 Performance Review. The Company will conduct ongoing performance evaluations of the Affiliate, including but not limited to monthly surveys (via PartnerStack or other platforms), deal volume and size tracking, and community feedback.
   14. 6.14 Review Meetings. Upon the Company's request, the Affiliate shall meet with the Company from time-to-time to review the Engagements, the Affiliate's overall performance, and any applicable fees, commissions, or other compensation.
7. 7. Company Right to Republish and Edit. Company shall have the right to: (a) republish any content created or produced by Affiliate while performing the Engagements or participating in the programs in any medium throughout the world in perpetuity and for no additional compensation, other than as expressly set out in this Agreement; and (b) edit, alter, translate, or otherwise modify such content in any way whatsoever, in Company's sole discretion.
8. 8. Fees and Expenses.
   1. 8.1 Provided Affiliate is in full compliance with its obligations hereunder, the Affiliate may be paid the compensation as set out in the applicable Schedules. Affiliate acknowledges that the agreed upon compensation represents Contractor's entire compensation with respect to this Agreement, including, but not limited to, with respect to any Affiliate Personnel, and Company shall have no other obligation for any other compensation other than what is set out in the applicable Schedules.
   2. 8.2 Requirements for Payment: Forfeiture. In order to be eligible to receive compensation under this Agreement, Affiliate must submit any and all requested information by the Company and satisfy all conditions required by the Company on the Affiliate Management Platform. This includes, without limitation:
      1. 8.2. a. Agreement to and compliance with the terms of this Agreement and the applicable Schedules;
      2. 8.2. b. Providing valid and accurate payment and tax information, which may include: (i) bank account information for payment (ii) necessary, valid, and approved tax documents, including VAT invoices where necessary, (iii) any additional documentation required by the Company or the Affiliate Management Platform;
      3. 8.2. c. In order for the Affiliate to receive the compensation they must have submitted the required documentation set out in this section no later than thirty (30) days after the end of any given Company fiscal quarter. If the Company does not receive such documentation within this timeframe, the compensation payment will not be processed until the next applicable payment date.
   3. 8.3 Payment Method. All payments by the Company will be made by either (i) bank transfer, (ii) through the Affiliate Management Program designated by the Company at the time of payment, or (iii) by any other method the Company deems appropriate in its sole discretion. It is the Affiliate's responsibility to ensure that they have provided the most up-to-date and correct bank information to facilitate the transfer. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) if any of the requirements set forth in this section, remain outstanding for six (6) months or (ii) the Company has attempted to pay Affiliate by bank transfer, and the attempt was unsuccessful (as confirmed by bank notice), to no fault of the Company; and (iii) Company has reached out to either the primary contact on the Affiliate account to obtain the necessary information and have not received a response; and (iv) six (6) months has passed since the date of the initial, failed bank transfer described herein, then Affilate's right to receive compensation arising from any and all applicable Programs will be forever forfeited (each, a "Forfeited Payment"). The Company will have no obligation to pay Affiliate compensation associated with a Forfeited Payment.
   4. 8.4 Revenue Share Payments. Company will pay the Revenue Share Payment, as defined in Schedule C, in accordance with the applicable Schedule. Company will determine the currency in which the Revenue Share Payments are paid, as well as the applicable conversion rate. The currency in which the Company pays Revenue Share Payments may be different from the currency that applies to the referred customer transaction. The Company may withhold the Revenue Share Payment until the amount that is owed is above \$100 USD.
   5. 8.5 Taxes. Affiliate is responsible for payment of all taxes applicable to the Revenue Share Payments. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Affiliate shall be responsible for payment of all such taxes, levies, or duties. Company shall have no liability or responsibility for withholding or remitting any income, payroll, or other federal, state or provincial taxes, including employment insurance remittances, Canada Pension Plan contributions or employer health tax, or worker's compensation insurance premiums for Affiliate or its employees or payment of any taxes relating to the fees earned by Affiliate hereunder. Affiliate is responsible for these withholding, remitting and registration obligations, and shall indemnify Company from and against any order, penalty, interest, taxes or contributions that may be assessed against Company as a result of the failure or delay of Affiliate to make any such withholdings, remittances or registration, or to file any information required by any law.
9. 9. Ownership and Intellectual Property.
   1. 9.1 Affiliate will own and retain all right, title, and interest in and to the Work Product (as defined below), subject to the licence granted to Company in this paragraph. Company will own and retain all right, title, and interest in and to all derivative works of the Work Product made by us, or by any third party for Company's benefit subject to Affiliate's rights in the underlying Work Product. Affiliate hereby grants to Company and Company's affiliates, and each of Company's respective direct and indirect licensees, successors, and assigns, an exclusive, perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and licence to use the Work Product, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, Affiliate agrees that this licence gives Company the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Work Product; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Work Product, including any derivative works of the Work Product, in whole or in part. "Work Product" shall mean all written, graphic, digital, coded, photographs, audio, audio-visual materials, and any other work product or other materials (whether finished or unfinished and whether used by Company or not) that are delivered to Company under this Agreement or are prepared by or on behalf of Affiliate in the course of performing the Engagements or participating in the Programs, including all intellectual property rights therein, together with all of the goodwill associated therewith.
   2. 9.2 For avoidance of any doubt, any and all of the Company's Intellectual Property, as defined below, shall not be assigned, transferred, or owned by the Affiliate in any way whatsoever. The Company Intellectual Property may be licensed to the Affiliate in accordance with this Agreement, and such license shall cease upon termination of this Agreement or completion of the engagement. The Company reserves the right to revoke any such license and the Affiliate shall cease any further use of any Company Intellectual Property immediately upon the Company's request.
   3. 9.3 "Company Intellectual Property" shall refer to any and all intellectual property owned and controlled by the company that includes, but is not limited to, all copyrights, trademarks, patents, logos, images, slogans, videos and photographs. All Company Intellectual Property shall be retained and owned by the Company. If any of the following Schedules expressly sets different terms regarding ownership or licensing of content, those specific terms shall supersede this section with respect to that Schedule's scope.
   4. 9.4 Where applicable, Affiliate shall cause Affiliate Personnel to:
      1. 9.4. a. Irrevocably assign to Company, in each case without additional consideration, all worldwide right, title and interest in, and all the intellectual property rights in, the Work Product.
      2. 9.4. b. Irrevocably waive, to the extent permitted by applicable law, any and all claims such Affiliate Personnel may now or hereafter have in any jurisdiction to so-called "moral rights" concerning the Work Product.
      3. 9.4. c. Upon Company's request, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Company in prosecuting, registering, perfecting, or recording its rights in and to any Work Product and the associated intellectual property rights.
      4. 9.4. d. Affiliate hereby grants Company a royalty-free, perpetual, assignable, sublicensable, worldwide licence to any materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Work Product for all purposes (the "Affiliate Materials"). Affiliate shall disclose in writing to Company all usage limitations on Third-Party Materials prior to their use in or launch of any Work Product. During the Term, Company grants to Affiliate a limited, non-exclusive, non-assignable, non-sublicensable, worldwide, revocable licence to Company's Intellectual Property, including but not limited to, Company's trademarks, logos, or slogans, to the extent incorporated in, combined with, or otherwise necessary for performing their Engagements.
10. 10. Confidentiality. All non-public, confidential or proprietary information of Company ("Confidential Information"), including, but not limited to, business plans, operations, strategies, and information on products and services, sales, pricing, trade secrets, technology, advertising, marketing, consumers and customers, disclosed by Company to Affiliate, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with this Agreement is confidential, solely for Affiliate's use in participating in the Programs or performing their Engagements under this Agreement and may not be disclosed or copied unless authorized by Company in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Affiliate's breach of this Agreement; (b) is obtained by Affiliate on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (c) Affiliate establishes by documentary evidence, was in Affiliate's possession prior to Company's disclosure hereunder; or (d) was or is independently developed by Affiliate without using any Confidential Information. Upon Company's request, Affiliate shall promptly return all documents and other materials received from Company. Company shall be entitled to injunctive relief for any violation of this Section.
11. 11. Engagement with Competitors; Non-Disparagement. Unless otherwise agreed to between the Parties, Affiliate may engage with other companies, including competitors of the Company, provided that in doing so, Affiliate shall not make any statements, whether public or private, that are defamatory, disparaging, misleading, or otherwise detrimental to the Company, its brand, products, services, employees, or community. This includes but is not limited to statements made on social media, in blogs, videos, interviews, live events, or any other medium.
12. 12. Term, Termination, and Survival.
    1. 12.1 This Agreement shall commence as of the Effective Date and shall continue as long as the Affiliate is accessing or participating in any of the Programs, unless sooner terminated pursuant to this Agreement. Notwithstanding the foregoing, if the Affiliate's account shows no material activity, access, or engagement with the Company's Programs, systems, or platform for a continuous period of twelve (12) months from the date of last activity, this Agreement will be automatically terminated. For the purposes of this provision, "Last Activity" shall include, without limitation: logging into any applicable dashboards or platforms; participating in Program-related events, workshops, or meetings; publishing or submitting content (including templates, videos, or social media posts); referring customers; communicating with the Company regarding ongoing Engagements; fulfilling obligations under any Schedule; co-marketing or sponsorship activity; or any other demonstrable participation in the Programs governed by this Agreement.
    2. 12.2 Company's Right to Termination for Convenience. Company, in its sole discretion, may terminate this Agreement with you, in whole or in part, at any time without cause, and without liability or penalty.
    3. 12.3 Company's Right to Termination for Cause. Company may immediately terminate this Agreement, in the event of:
       1. 12.3. a. Charge of or commission by Affiliate or Permitted Third Party of a criminal offence at any time during or prior to the Term.
       2. 12.3. b. Alleged commission or commission of an act by Affiliate or Permitted Third Party that brings Affiliate or Permitted Third Party or Company into public disrepute, contempt, scandal or ridicule.
       3. 12.3. c. Alleged commission or commission of an act by the Affiliate or Permitted Third Party at any time during or prior to the Term that tends to shock, insult, or offend the community or any substantial portion thereof, or to offend public morals and decency to such an extent that the value of the Programs is, in the reasonable judgment of Company, substantially impaired.
       4. 12.3. d. Actions or statements or alleged actions or statements by Affiliate or Permitted Third Parties at any time during or prior to the Term reasonably deemed by Company to be of a derogatory nature toward Company, its products or services, or any third party or third-party products or services, or which may tend to injure the success of Company or any of Company's products or services.
       5. 12.3. e. The involvement or association of Affiliate or Permitted Third Party with any event or circumstance caused by (i) one or more of Affiliate or Permitted Third Party's immediate family members, or (ii) others closely associated in the public's mind with Affiliate or Permitted Third Party (other than Company) that renders the use of the Program or Work Product detrimental to the marketing of the Company's product or services, in the reasonable judgment of Company.
       6. 12.3. f. The Affiliate or Permitted Third Party materially breaching this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Affiliate or Permitted Third Party does not cure such breach within fourteen (14) days after receipt of written notice of such breach.
       7. 12.3. g. The Affiliate becoming insolvent or admitting its inability to pay its debts generally as they become due.
       8. 12.3. h. The Affiliate or Permitted Third Part becoming subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing.
       9. 12.3. i. The Affiliate dissolving, liquidating, or taking any corporate action for such purpose.
       10. 12.3. j. The Affiliate making a general assignment for the benefit of creditors.
       11. 12.3. k. The Affiliate having a receiver, trustee, custodian, liquidator or similar agent appointed by order of any court of competent jurisdiction take charge of or sell any material portion of its property or business.
    4. 12.4 Without limitation, Affiliate's participation in Programs, and this Agreement, shall be deemed automatically terminated and all commissions forfeited upon Affiliate's violation of any of the terms of this Agreement, Voiceflow's Terms of Service or of any applicable law or regulation.
    5. 12.5 Mutual Termination for Cause. This Agreement may be terminated at any time by mutual written consent of both Parties.
    6. 12.6 Obligations of Affiliate on Expiration or Termination. Upon expiration or termination of this Agreement for any reason, Affiliate shall promptly:
       1. 12.6. a. Except as expressly provided for under this Agreement, cease using Company's Intellectual Property.
       2. 12.6. b. Deliver to Company all documents, Work Product, and other materials, whether or not complete, prepared by or on behalf of Affiliate in the course of engaging with or participating in the Programs.
       3. 12.6. c. Return all Company-owned property, equipment, or materials in its possession or control.
       4. 12.6. d. Remove any Affiliate-owned property, equipment, or materials located at Company's locations.
       5. 12.6. e. Deliver to Company, or destroy, at Company's option, all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Company's Confidential Information.
       6. 12.6. f. On a pro rata basis, repay all fees and expenses paid in advance for any Work Products or services, which have not been provided.
       7. 12.6. g. Permanently erase all of Company's Confidential Information from its computer systems.