---
title: "Professional Services Agreement"
---

# Professional Services Agreement

<style type="text/css">
  ol {
    list-style-type: none;
    counter-reset: item;
    margin: 0;
    padding: 0;
  }

  ol > li {
    display: table;
    counter-increment: item;
    margin-bottom: 0.6em;
  }

  ol > li:before {
    content: counters(item, ".") ". ";
    display: table-cell;
    padding-right: 0.6em;
  }

  li ol > li {
    margin: 0;
  }

  li ol > li:before {
    content: counters(item, ".") " ";
  }
</style>

<p>Effective Date: September 22, 2023</p>
<p>
  (prior versions available
  <a href="/legal/agreements/professional-services/archive/202210">here</a>)
</p>
<p>
  <strong>Professional Services Agreement</strong>
</p>
<p>
  This <strong>Professional Services Agreement</strong> (this
  “<strong>Agreement</strong>") is entered into by and between ClickHouse, Inc.,
  a Delaware corporation, with a business address of 650 Castro St., Suite 120
  #92426, Mountain View CA 94041 (“<strong>ClickHouse</strong>”) and the person
  or entity (“<strong>Customer</strong>”) that has executed an order form
  (“<strong>Order Form</strong>”) for the purchase of professional services from
  ClickHouse, and governs the provision of such professional services to
  Customer by ClickHouse. Upon execution of such Order Form by ClickHouse, the
  Order Form is incorporated by reference into, forms part of, and shall be
  governed by the terms and conditions of this Agreement.
</p>
<ol>
  <li>
    Definitions
    <p>
      The following capitalized terms shall have the meaning set forth below.
      Other defined terms shall have the meanings set forth where they are first
      underlined.
    </p>
    <ol>
      <li>
        “<strong>Affiliate</strong>” means an entity that controls, is
        controlled by or which is under common control with a party to this
        Agreement.
      </li>
      <li>
        “<strong>Consultant</strong>” means a member of ClickHouse’s
        professional services staff.
      </li>
      <li>
        “<strong>Customer</strong>” means the Customer named on the applicable
        Order Form, and its Affiliates. Customer agrees to be responsible to
        ClickHouse for any costs or damages resulting from an act or omission by
        any of its Affiliates that constitutes a breach of this Agreement.
      </li>
      <li>
        “<strong>Fees</strong>” means the fees to be paid by Customer to
        ClickHouse for Service Packages.
      </li>
      <li>
        “<strong>Order Form</strong>” means a ClickHouse order form pursuant to
        which Customer may order Services from ClickHouse.
      </li>
      <li>
        “<strong>Services</strong>” means professional services to be provided
        or provided by ClickHouse to Customer under this Agreement, as set forth
        on an applicable Order Form.
      </li>
    </ol>
  </li>

  <li>
    Services
    <ol>
      <li>
        <span style="text-decoration: underline">Order Forms</span>.
        <div>
          <div style="display: flex; gap: 10px">
            <div style="display: inline-block">(a)</div>
            <div>
              Customer may order Services by executing an Order Form, which upon
              execution by ClickHouse and Customer will become part of and
              subject to this Agreement. Each Order Form will set forth the
              Services being purchased and the applicable Fees.
            </div>
          </div>
          <div style="display: flex; gap: 10px">
            <div style="display: inline-block">(b)</div>
            <div>
              Order Forms are not subject to cancellation. All Services
              purchased under an Order Form must be consumed by the applicable
              end date set forth in the Order Form. After such end date,
              ClickHouse will not be obligated to provide such Services, or
              provide a refund of any Fees paid under such Order Form.
            </div>
          </div>
        </div>
      </li>
      <li>
        <span style="text-decoration: underline"
          >Scheduling and Rescheduling</span
        >.
        <div>
          <div style="display: flex; gap: 10px">
            <div style="display: inline-block">(a)</div>
            <div>
              Services may be scheduled at the time of purchase, or at a later
              date, through contacting the ClickHouse professional services
              group, provided that Services to be provided at Customer’s
              location must be scheduled in minimum increments of one (1) day,
              and Services to be provided remotely must be scheduled in minimum
              increments of two (2) hours.
            </div>
          </div>
        </div>
        <div>
          <div style="display: flex; gap: 10px">
            <div style="display: inline-block">(b)</div>
            <div>
              Rescheduling of Services must be done in writing.  There is
              a $3,000 rescheduling fee if Services are rescheduled less than
              fifteen (15) days prior to the scheduled commencement of Services,
              and Customer shall reimburse ClickHouse for any non-refundable
              travel expenses that have been incurred by ClickHouse prior to
              such rescheduling.
            </div>
          </div>
        </div>
      </li>
      <li>
        <span style="text-decoration: underline">Performance of Services</span>.
        Subject to the payment by Customer to ClickHouse of applicable Fees and
        the terms and conditions of this Agreement, ClickHouse agrees to perform
        the Services.
      </li>
      <li>
        <span style="text-decoration: underline">Personnel</span>. ClickHouse
        reserves the right, at its discretion, to assign personnel, and to use
        and assign personnel from ClickHouse Affiliates, to perform Services.
      </li>
      <li>
        <span style="text-decoration: underline">Customer Policies</span>. When
        Consultants are performing Services at a Customer location, ClickHouse
        shall procure that the Consultants conduct themselves in accordance with
        the standard health, safety and security policies of Customer applicable
        to its staff and/or visitors generally, and which are provided to
        ClickHouse in writing in advance. Customer agrees to provide written
        notice to ClickHouse of any applicable non-standard policies (for
        example, the requirement of security clearances) in advance of entering
        into an Order Form.
      </li>
      <li>
        <span style="text-decoration: underline">Customer Obligations</span>.
        <div style="display: flex; gap: 10px">
          <div style="display: inline-block">(a)</div>
          <div>
            <span style="text-decoration: underline"
              >Access, Information, Materials and Cooperation</span
            >. Customer agrees to provide ClickHouse with such cooperation,
            materials, information, access and support which ClickHouse deems to
            be reasonably required to allow ClickHouse to successfully provide
            the Services, including, without limitation, secure access and
            methods for remote access to Customer’s systems. Customer
            understands and agrees that ClickHouse’s obligations hereunder are
            expressly conditioned upon Customer providing such cooperation,
            materials, information, access and support.
          </div>
        </div>
        <div style="display: flex; gap: 10px">
          <div style="display: inline-block">(b)</div>
          <div>
            <span style="text-decoration: underline"
              >Workplace Standards and Hours</span
            >. Customer agrees to ensure the Consultants performing Services at
            a Customer location are provided reasonable working conditions and
            not required to work unreasonable hours. Without limiting the
            generality of the foregoing, Customer shall provide a safe and
            adequate work space and environment, with reasonable lighting and
            access to appropriate resources and facilities, and Customer shall
            not, without the prior written consent of ClickHouse: (i) require a
            Consultant to work more than five (5) consecutive days without a day
            off; (ii) require a Consultant to work more than five (5)
            consecutive days without the opportunity to travel to their location
            of residence; (iii) require a Consultant to work more than ten (10)
            hours in any one day; or (iv) require a Consultant to work between
            the hours of 12:00 am and 6:00 am, local time. In addition, Customer
            shall ensure that Consultants are granted at least 1 hour for a meal
            for every ten (10) hours worked, and one (1) fifteen (15) minute
            break every four (4) hours worked.
          </div>
        </div>
        <div style="display: flex; gap: 10px">
          <div style="display: inline-block">(c)</div>
          <div>
            <span style="text-decoration: underline"
              >Out of Scope Services and Items</span
            >. ClickHouse shall not be responsible for any services or items
            that are not expressly included in the applicable Services, which
            shall be the responsibility of Customer.
          </div>
        </div>
      </li>
    </ol>
  </li>

  <li>
    Ownership of Work Product and Other Materials
    <ol>
      <li>
        <span style="text-decoration: underline">Work Product</span>. In the
        course of performing Services, ClickHouse may create software or other
        works of authorship (collectively “<strong>Work Product</strong>”).
        Subject to Customer’s ownership interest in, and ClickHouse’s
        obligations with respect to, Customer’s Confidential Information,
        ClickHouse shall own all right title and interest in and to all Work
        Product, including all intellectual property rights therein and thereto.
        If any Work Product is delivered to Customer pursuant to or in
        connection with the performance of Services (“<strong
          >Work Product Deliverable</strong
        >”), ClickHouse hereby grants to Customer a royalty-free, perpetual,
        worldwide license, without the right to grant or authorize sublicenses,
        to use such Work Product Deliverable solely for Customer’s own internal
        business purposes. Customer may allow its third party service providers
        to exercise the foregoing rights on Customer’s behalf. Customer may not
        distribute or otherwise transfer such Work Product Deliverable to any
        third party. Nothing in this Agreement shall be deemed to prohibit
        ClickHouse from using for any purpose any general knowledge, skills,
        techniques or methods it learns in the course of performing Services.
      </li>
      <li>
        <span style="text-decoration: underline">Other Materials</span>.
        Customer agrees and acknowledges that Customer is not obtaining any
        intellectual property right in or to any other materials provided by
        ClickHouse to Customer in connection with the provision to Customer of
        Services (“<strong>Materials</strong>”), other than the rights of use
        specifically granted in this Agreement. Customer shall be entitled to
        keep and use all Materials provided by ClickHouse to Customer, but
        without any other license to exercise any of the intellectual property
        rights therein, all of which are hereby strictly reserved to ClickHouse.
        In particular and without limitation, Materials may not be copied
        electronically or otherwise (except for purposes of internal
        distribution within Customer’s organization and for archival purposes),
        modified including translated, re-distributed, disclosed to third
        parties (other than Customer Affiliates and third party providers of
        services to Customer that do not compete with the Services), lent, hired
        out, made available to the public, sold, offered for sale, shared, or
        transferred in any other way. All ClickHouse trademarks, trade names,
        logos and notices present on the Materials shall be preserved and not
        deliberately defaced, modified or obliterated except by normal wear and
        tear. Customer shall not use any ClickHouse trademarks without
        ClickHouse’s express written authorization.
      </li>
      <li>
        <span style="text-decoration: underline">Suggestions</span>. Subject to
        the obligations of the parties set forth in Section 6 of this Agreement,
        each party shall be free to use for any purpose any suggestions and/or
        feedback (“<strong>Suggestions</strong>”) provided to it by the other
        party regarding such party’s products and/or services, without the
        obligation to account to the party providing such Suggestions.
      </li>
    </ol>
  </li>

  <li>
    Fees and Invoices, Payment and Taxes
    <span style="text-decoration: underline">Fees</span>. Unless otherwise
    expressly specified in the applicable Order Form, Fees for Services shall be
    for a fixed amount and set forth in the applicable Order Form, and Customer
    agrees to pay such Fees to ClickHouse in accordance with the terms and
    conditions set forth herein.
    <ol>
      <li>
        <span style="text-decoration: underline">Invoices and Payment</span>.
        ClickHouse will invoice Customer for Fees upon execution of an
        applicable Order Form. Unless otherwise specified on an Order Form, all
        invoices will be paid in U.S dollars, are due upon receipt and will be
        paid within thirty (30) days of the date of the invoice. Payments will
        be made without right of set-off or chargeback. All monetary amounts are
        specified and shall be paid in the lawful currency of the United States
        of America. Customer shall pay all amounts due under this Agreement to
        ClickHouse at the address set forth herein or such other location as
        ClickHouse designates in writing. Any amount not paid when due will bear
        interest at the rate of one percent (1%) per month or, the maximum rate
        permitted by law, whichever is less, determined and compounded on a
        daily basis from the date due until the date paid.
      </li>
      <li>
        <span style="text-decoration: underline">Taxes</span>. All amounts
        payable by Customer to ClickHouse under this Agreement are exclusive of
        any tax, levy or similar governmental charge that may be assessed by any
        jurisdiction, whether based on gross revenue, the provision of Services,
        the execution or performance of this Agreement or otherwise, and
        including without limitation all sales, use, excise, import or export,
        value added, governmental permit fees, license fees, and customs;
        provided, however, that Customer shall have no liability for any net
        income, net worth or franchise taxes assessed on ClickHouse by the
        United States or any state thereof. If, as a result of any tax or levy,
        Customer is required to withhold any amount on any payment to
        ClickHouse, then the amount of the payment to ClickHouse shall be
        automatically increased to totally offset such tax, so that the amount
        actually remitted to ClickHouse, net of all taxes, equals the amount
        invoiced or otherwise due. Customer will promptly furnish ClickHouse
        with the official receipt of payment of these taxes to the appropriate
        taxing authority. Customer will pay all other taxes, levies or similar
        government charges or provide ClickHouse with a certificate of exemption
        acceptable to the taxing authority
      </li>
    </ol>
  </li>
  <li>
    <strong>Term and Termination</strong>
    <ol>
      <li>
        <span style="text-decoration: underline">Term</span>. Unless earlier
        terminated in accordance with Section 5.2, this Agreement shall commence
        on the date of execution by the second party to sign the applicable
        Order Form (“<strong>Effective Date</strong>”), and have a term which
        expires upon the earlier of (i) completion by ClickHouse of its Services
        obligation(s) set forth in the applicable Order Form, or (ii) one year
        from the Effective Date (as applicable, the “<strong>Term</strong>”).
      </li>
      <li>
        <span style="text-decoration: underline">Termination</span>. Either
        party may, upon written notice to the other party, terminate this
        Agreement for material breach by the other party, if such party has
        failed to cure such material breach within thirty (30) days of receiving
        written notice of such material breach from the non-breaching party.
      </li>
      <li>
        <span style="text-decoration: underline">Survival</span>. All payment
        obligations under Section 4, plus Sections 3, 5.3, 6, 7, 8 9 and 10 of
        this Agreement shall survive any termination or expiration of this
        Agreement.
      </li>
    </ol>
  </li>
  <li>
    Confidentiality
    <ol>
      <li>
        <span style="text-decoration: underline">Confidential Information</span
        >. Both parties acknowledge that, in the course of performing this
        Agreement, they may obtain information relating to products (such as
        goods, services, and software) of the other party, or relating to the
        parties themselves, which is of a confidential and proprietary nature
        ("<strong>Confidential Information</strong>"). Confidential Information
        includes, all communications concerning ClickHouse’s or Customer’s
        business and marketing strategies including but not limited to employee
        and customer lists, customer profiles, project plans, design documents,
        product strategies and pricing data, research, advertising plans, leads
        and sources of supply, development activities, design and coding,
        interfaces with ClickHouse software, computer programs, technical
        drawings, algorithms, know-how, formulas, processes, ideas, inventions
        (whether patentable or not), schematics and other technical plans and
        other information of the parties which by its nature can be reasonably
        expected to be proprietary and confidential, whether it is presented in
        oral, printed, written, graphic or photographic or other tangible form
        (including information received, stored or transmitted electronically)
        even though specific designation as Confidential Information has not
        been made.
      </li>
      <li>
        <span style="text-decoration: underline"
          >Non-use and Non-disclosure</span
        >. The parties shall at all times, both during the term of this
        Agreement and thereafter keep in trust and confidence all Confidential
        Information of the other party and shall not use such Confidential
        Information other than as necessary to carry out its duties under this
        Agreement, nor shall either party disclose any such Confidential
        Information to third parties without the other party’s prior written
        consent.
      </li>
      <li>
        <span style="text-decoration: underline">Non-Applicability</span>. The
        obligations of confidentiality shall not apply to information which (i)
        has entered the public domain except where such entry is the result of a
        party’s breach of this Agreement; (ii) prior to disclosure hereunder was
        already in the receiving party’s possession without restriction; (iii)
        subsequent to disclosure hereunder is obtained by the receiving party on
        a non-confidential basis from a third party who has the right to
        disclose such information; or (iv) was developed by the receiving party
        without use of the Confidential Information.
      </li>
      <li>
        <span style="text-decoration: underline">Terms of this Agreement</span>.
        Except as required by law or governmental regulation, neither party
        shall disclose, advertise, or publish the terms and conditions of this
        Agreement without the prior written consent of the other party, except
        that either party may disclose the terms of this Agreement to potential
        acquirers, accountants, attorneys and parent organizations pursuant to
        the terms of a non-disclosure or confidentiality agreement, or to
        potential investors.
      </li>
      <li>
        <span style="text-decoration: underline"
          >Disclosure Required by Law</span
        >. Notwithstanding anything to the contrary herein, each party may
        comply with an order from a court or other governmental body of
        competent jurisdiction and disclose the other party’s Confidential
        Information in compliance with that order only if such party: (i) gives
        the other party prior notice to such disclosure if the time between that
        order and such disclosure reasonably permits or, if time does not
        permit, gives the other party notice of such disclosure promptly after
        complying with that order and (ii) fully cooperates with the other
        party, at the other party’s cost and expense, in seeking a protective
        order, confidential treatment, or taking other measures to oppose or
        limit such disclosure. Each party must not release any more of the other
        party’s Confidential Information than is reasonably necessary to comply
        with an applicable order.
      </li>
    </ol>
  </li>
  <li>
    Warranties and Remedies
    <ol>
      <li>
        <span style="text-decoration: underline"
          >Services Warranty and Remedy</span
        >. ClickHouse warrants that during the Term it will perform the Services
        in a workmanlike manner consistent with generally accepted industry
        standards. In the event of a breach of the foregoing warranty,
        ClickHouse’s sole obligation, and Customer’s exclusive remedy shall be
        for ClickHouse to re-perform the applicable Services.
      </li>
      <li>
        <span style="text-decoration: underline"
          >Warranty Disclaimer and Limitations</span
        >. EXCEPT AS SET FORTH IN SECTION 7.1, THE SERVICES ARE PROVIDED “AS IS”
        WITHOUT WARRANTY OF ANY KIND, AND CLICKHOUSE MAKE NO WARRANTIES WHETHER
        EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE MATERIALS,
        SERVICES OR ANY WORK PRODUCT DELIVERABLES FURNISHED OR PROVIDED TO
        CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER
        APPLICABLE LAW, CLICKHOUSE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES
        OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT
        WITH RESPECT TO THE MATERIALS, SERVICES AND WORK PRODUCT DELIVERABLES
        PROVIDED BY CLICKHOUSE HEREUNDER, AND WITH RESPECT TO THE USE OF THE
        FOREGOING.
      </li>
    </ol>
  </li>

  <li>
    Indemnification<br />
    Each party (“<strong>Indemnitor</strong>”) shall indemnify, defend and hold
    the other party and its directors, officers, employees, agents and
    independent contractors (“<strong>Indemnitee</strong>”) harmless from and
    against, any and all suits, actions and proceedings, claims, liabilities,
    losses, damages, expenses (including attorneys’ fees) and costs
    (collectively, “<strong>Claims</strong>”), made against an Indemnitee by a
    third party for (i) personal injury or tangible property damage to the
    extent arising solely from any gross negligence or reckless act, or any
    intentional misconduct of the Indemnitor, or its directors, officers,
    employees, agents or independent contractors in the performance of this
    Agreement or (ii)  any violation of any laws, statutes or governmental
    regulation directly applicable to such party’s performance under this
    Agreement. The indemnification obligations of the parties in this Section 8
    are contingent upon: (1) the Indemnitee promptly notifying the Indemnitor in
    writing of any claim which may give rise to a Claim for indemnification
    hereunder; (2) the Indemnitor being allowed to control the defense and
    settlement of such Claim; and (3) the Indemnitee cooperating with all
    reasonable requests of the Indemnitor (at Indemnitor’s expense) in defending
    or settling a Claim. The Indemnitee shall have the right, at its option and
    expense, to participate in the defense of any suit or proceeding through a
    counsel of its own choosing.
  </li>
  <li>
    Limitation of Liability
    <ol>
      <li>
        <span style="text-decoration: underline"
          >Disclaimer of Certain Damages</span
        >. IN NO EVENT SHALL CUSTOMER OR CLICKHOUSE BE LIABLE FOR ANY LOSS OF
        PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF
        SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL
        OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT
        OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER
        ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING
        NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
        DAMAGES.
      </li>
      <li>
        <span style="text-decoration: underline">Damages Cap</span>. IN NO EVENT
        SHALL CLICKHOUSE’S AGGREGATE, CUMULATIVE LIABILITY UNDER THIS AGREEMENT
        EXCEED THE AMOUNTS CUSTOMER WAS REQUIRED TO PAY CLICKHOUSE UNDER THIS
        AGREEMENT FOR THE SPECIFIC SERVICES GIVING RISE TO SUCH LIABILITY.
      </li>
      <li>
        CUSTOMER AGREES THAT THE FOREGOING LIMITATIONS, EXCLUSIONS AND
        DISCLAIMERS ARE A REASONABLE ALLOCATION OF THE RISK BETWEEN THE PARTIES
        AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN
        IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
      </li>
    </ol>
  </li>
  <li>
    Miscellaneous
    <ol>
      <li>
        <span style="text-decoration: underline">Assignment</span>. Neither
        party may assign this Agreement, in whole or in part, without the prior
        written consent of the other party, provided that no such consent will
        be required to assign this Agreement in its entirety to a successor in
        interest in connection with a merger, acquisition or sale of all or
        substantially of the assigning party’s assets. Any assignment in
        violation of this Section 10.1 shall be void, <em>ab initio</em>, and of
        no effect. Subject to the foregoing, this Agreement is binding upon,
        inures to the benefit of and is enforceable by, the parties and their
        respective successors and assigns.
      </li>
      <li>
        <span style="text-decoration: underline">Customer Identification</span>.
        Customer consents to ClickHouse’s identification of Customer as a user
        of the Services, as applicable, on its website, through a press release
        issued by ClickHouse and in other promotion materials.
      </li>
      <li>
        <span style="text-decoration: underline">Fees</span>. In any judicial
        proceeding between Customer and ClickHouse arising out of or relating to
        this Agreement, the prevailing party shall be entitled to recover all
        reasonable expenses incurred as a result of the proceeding, including
        reasonable attorneys’ fees.
      </li>
      <li>
        <span style="text-decoration: underline">Force Majeure</span>. Neither
        party will be liable for, or be considered to be in breach of or default
        under this Agreement, other than monetary obligations, as a result of
        any cause or condition beyond such party’s reasonable control.
      </li>
      <li>
        <span style="text-decoration: underline"
          >Governing Law, Jurisdiction and Venue.
        </span>
        <div style="display: flex; gap: 10px">
          <div style="display: inline-block">(a)</div>
          <div>
            <span style="text-decoration: underline"
              >Customers in California</span
            >. If Customer is located in California (as determined by the
            Customer address on the cover page to this Agreement), this
            Agreement will be governed by the laws of the State of California,
            without regard to its conflict of laws principles, and all suits
            hereunder will be brought solely in Federal Court for the Northern
            District of California, or if that court lacks subject matter
            jurisdiction, in any California State Court located in Santa Clara
            County.
          </div>
        </div>
        <div style="display: flex; gap: 10px">
          <div style="display: inline-block">(b)</div>
          <div>
            <span style="text-decoration: underline"
              >Customers Outside of California</span
            >. If Customer is located anywhere other than California (as
            determined by the Customer address on the cover page to this
            Agreement), this Agreement will be governed by the laws of the State
            of Delaware, without regard to its conflict of laws principles, and
            all suits hereunder will be brought solely in Federal Court for the
            District of Delaware, or if that court lacks subject matter
            jurisdiction, in any Delaware State Court located in Wilmington,
            Delaware.
          </div>
        </div>
        <div style="display: flex; gap: 10px">
          <div style="display: inline-block">(c)</div>
          <div>
            <span style="text-decoration: underline">All Customers</span>. This
            Agreement shall not be governed by the 1980 UN Convention on
            Contracts for the International Sale of Goods. The parties hereby
            irrevocably waive any and all claims and defenses either might
            otherwise have in any action or proceeding in any of the applicable
            courts set forth in (a) or (b) above, based upon any alleged lack of
            personal jurisdiction, improper venue, forum non conveniens, or any
            similar claim or defense.
          </div>
        </div>
      </li>
      <li>
        <span style="text-decoration: underline">Non-Solicitation</span>. During
        the Agreement and for a period of twelve (12) months following its
        expiry or earlier, lawful termination, Customer shall not solicit, nor
        approach in any way, any of ClickHouse’s employees or contract staff
        with a view to (i) offering such persons, employment, (ii) soliciting
        services from them on their own account, (iii) encouraging them to
        provide their services to a third party rather than ClickHouse, or (iv)
        offering to them the opportunity to perform services colourably similar
        to the Services.
      </li>
      <li>
        <span style="text-decoration: underline">Notices</span>. Any notice or
        other communication under this Agreement given by either party to the
        other will be deemed to be properly given if given in writing and
        delivered in person or facsimile, if acknowledged received by return
        facsimile or followed within one day by a delivered or mailed copy of
        such notice, or if mailed, properly addressed and stamped with the
        required postage, to the intended recipient at its address specified
        below the signatures on this Agreement. Either party may from time to
        time change its address for notices under this Section 10.7 by giving
        the other party notice of the change in accordance with this Section
        10.7.
      </li>
      <li>
        <span style="text-decoration: underline">Non-waiver</span>. Any failure
        of either party to insist upon or enforce performance by the other party
        of any of the provisions of this Agreement or to exercise any rights or
        remedies under this Agreement will not be interpreted or construed as a
        waiver or relinquishment of such party’s right to assert or rely upon
        such provision, right or remedy in that or any other instance.
      </li>
      <li>
        <span style="text-decoration: underline">Severability</span>. If any
        provision of this Agreement is held to be invalid or unenforceable, the
        remaining portions will remain in full force and effect and such
        provision will be enforced to the maximum extent possible so as to give
        effect the intent of the parties and will be reformed to the extent
        necessary to make such provision valid and enforceable.
      </li>
      <li>
        <span style="text-decoration: underline">Entire Agreement</span>. This
        Agreement, together with the applicable Order Form executed by the
        parties, and any other document incorporated by reference herein,
        constitutes the entire agreement between the parties concerning the
        subject matter hereof, and it supersedes, and its terms govern, all
        prior proposals, agreements, or other communications between the
        parties, oral or written, regarding such subject matter. For the
        avoidance of doubt, the parties hereby expressly acknowledge and agree
        that if Customer issues any purchase orders or similar documents in
        connection with its purchase of Services, it shall do so only for its
        own internal, administrative purposes and not with the intent to provide
        any contractual terms. By entering into this Agreement, whether prior to
        or following receipt of Customer’s purchase order or any similar
        document, the parties are hereby expressly showing their intention not
        to be contractually bound by the contents of any such purchase order or
        similar document, which are hereby deemed rejected and extraneous to
        this Agreement, and ClickHouse’s performance of this Agreement shall not
        amount to: (i) an acceptance by conduct of any terms set out or referred
        to in the purchase order or similar document; (ii) an amendment of this
        Agreement, nor (iii) an agreement to amend this Agreement. This
        Agreement shall not be modified except by a subsequently dated, written
        amendment that expressly amends this Agreement and which is signed on
        behalf of ClickHouse and Customer by their duly authorized
        representatives.
      </li>
    </ol>
  </li>
</ol>