Sales Agreement

This Workshop Attendee Agreement (this “Agreement”) is entered into on the date of purchase (the “Effective Date”) by and between American Negotiation Institute, (“Company”) and the purchasing company or individual (Customer).

Services

Scope of Work. Company will provide a negotiation workshop for the attendees. The workshop shall be recorded and the attendees shall have access to the workshop

term and termination

Term. This Agreement shall commence as of the Effective Date and shall continue through the completion of the workshop, unless earlier terminated in accordance with the provisions of this Section 3 or upon the mutual agreement of the parties. Refunds. Customer may request a refund up to 14 days before the workshop if they are unable to attend.

Relationship of the parties

Nothing in this Agreement will be construed to make either Company or Customer partners, joint venturers, principals, agents or employees of the other. As the common-law employer of the assigned employees, no officer, director, employee, agent, affiliate or contractor employed by Company to perform work on Customer’s behalf under this Agreement will be deemed to be an employee, agent or contractor of Customer. Neither party will have any right, power or authority, express or implied, to bind or make representations on behalf of the other.

Compensation

LawPay. Charges for all Services, Work Product and expenses are set forth in the LawPay payment portal.

Confidentiality and ownership

Information. The term “Information” as used herein shall mean, by way of example but not by way of limitation: financial, marketing, promotional, employment, economic, strategic and other business and planning information; business records; supplier and customer lists and information; employee information; trade secrets; strategies; plans; projections; processes; practices; methods; techniques; expertise; designs; drawings; specifications; dimensional data; models; samples; prototypes; selections of materials and components; formulas; configurations; concepts; cost and price information; technology and technological developments; devices; machinery; software and computer programs and systems; information regarding existing and future products, services and components; research and development information; test results and performance data; product and process improvements and modifications; and other business or technical information, materials, documents and data; in each case whether or not patentable or susceptible to any other form of legal protection, and also specifically including without limitation the fact that Customer is exploring or engaged in a business relationship with Company and/or engaged in discussions and visits with the Company and its employees, officers, directors, agents and affiliates (collectively, “Representatives”); and any other subject matter, material, or information that is considered by Customer or any of its affiliates to be proprietary or confidential. Confidential Information. The term “Confidential Information” as used herein means all Information owned, controlled or licensed by Customer or any of its affiliates that is or has been supplied or made available to or obtained by the Company or any of its Representatives, whether in writing (including via electronic or magnetic media), orally, visually, or by observation or overhearing, whether or not marked as confidential or proprietary, and whether or not in human-readable or machine-readable form, subject to the following exceptions: Confidential Information shall not include Information which the Company can demonstrate by clear and convincing documentary evidence: (i) was in the public domain on the Effective Date; (ii) came into the public domain through no direct or indirect act, omission or fault of the Company or any of its Representatives after the Effective Date; (iii) was already rightfully in the Company’s possession at the time of its receipt from Customer or Customer’s Representatives; (iv) is received by the Company in good faith from a third party having the lawful right to disclose it to the Company, but only if the third party has authorized the Company’s non-confidential use of such Information; or (v) was independently developed by the Company without reference to or use of any Confidential Information. The terms and conditions of this Agreement also constitute “Confidential Information”.

Ownership of intellectual property rights

Company Owned. Customer acknowledges that all right, title and interest in any Work Products or Services (together with all patents, trademarks, service marks, trade dress, trade names, logos, copyrights, copyrightable works, goodwill, rights in data and databases, trade secrets, know-how and other intellectual property rights therein (collectively, “Intellectual Property Rights”)), whether or not patentable, or subject to copyright or trademark or trade secret protection, conceived, developed, produced or deliverable by Company, whether alone or jointly with others, in connection with or pursuant to the Company’s performance under this Agreement are the sole and exclusive property of Company. Customer hereby irrevocably assigns and agrees to assign all of its respective rights, title and interest in such Work Product or Services (including without limitation all Intellectual Property Rights therein) to Company. Pre-Existing Materials. The term “Pre-Existing Materials” as used in this Agreement, means all documents, data, know-how, methodologies, software and other Intellectual Property Rights provided or used by the Company in connection with the performance of the Services, in each case developed or acquired by the Company prior to the commencement of this Agreement. Notwithstanding anything herein to the contrary, Company and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the Pre-Existing Materials (including all Intellectual Property Rights therein). The Company hereby grants Customer an irrevocable, perpetual, fully paid-up royalty-free, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Work Product for any and all purposes. All other rights in and to the Pre-Existing Materials are expressly reserved by the Company.

Representations, warranties and limitations of liability

Company Warranties. Company represents and warrants to Customer that Company: (a) has the expertise, experience and knowledge to perform the Services and deliver the Work Product; (b) will use reasonable commercial efforts to perform and deliver the Services and Work Product in a diligent and timely manner; (c) is not a party to any agreement which prohibits, and is not otherwise prohibited from, performing and delivering the Work Product or Services; (d) will not misappropriate or infringe the intellectual property rights of third parties when performing the Services or delivering the Work Product; (e) will perform and deliver the Services and Work Product in strict accordance and conformance with the specifications set forth in the SOW; (f) will perform and deliver the Services and Work Product in accordance and conformance with all applicable laws, ordinances, requirements, directions, rules, statutes, regulations or lawful orders of any governmental authority or agency; (g) has no conflict of interest with respect to the Services or Work Product to be performed for Customer under this Agreement; (h) has not entered into any contract or agreement, or executed any document whatsoever, with any person, firm, association, corporation or educational institution that will in any manner prevent it from giving Customer the exclusive benefit of Services or Work Product under this Agreement or disclosing and assigning ideas, inventions, computer software, trade secrets, and other intellectual property exclusively to Customer hereunder or performing any other provision of this Agreement; (i) will not enter into any such contract or agreement, or execute any such document, which will create a conflict of interest or which will prevent it from freely performing any of the provisions of this Agreement; (j) will not knowingly incorporate confidential information of any person or entity not a party to this Agreement into any materials furnished to Customer hereunder without prior written notice to Customer; and (k) shall not have any subcontractors perform services under any SOW without the advance written permission of Customer, and shall be fully responsible for the performance of any authorized subcontractors.

Limitations of Liability. NEITHER PARTY SHALL HAVE LIABILITY WITH RESPECT TO THAT PARTY’S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL A PARTY’S LIABILITY BE LIMITED WITH REGARD TO ITS OBLIGATIONS TO INDEMNIFY THE OTHER PARTY AGAINST THIRD PARTY CLAIMS ARISING UNDER THIS AGREEMENT OR FOR BREACH OF THE CONFIDENTIALITY OBLIGATIONS CONTAINED HEREIN.

Indemnity

General Indemnity. Company will indemnify, hold harmless and defend Customer and Customer’s officers and directors, affiliates, subsidiaries, agents, and employees against any and all losses, damages, liabilities, deficiencies, claims, actions, demands, judgments, settlements, interest, awards, penalties, fines, fees, costs and expenses of whatever type or nature (including, without limitation, costs of remediation and reasonable attorneys’ fees) (collectively, “Losses”), to the extent arising out of or related to any third party claim alleging: (i) breach or non-fulfillment of any provision of this Agreement by Company, its agents, employees or subcontractors; (ii) any act or omission of Company, its agents, employees or subcontractors, in connection with the performance of the Services under this Agreement including without limitation, any bodily injury, death of any person, or damage to real or tangible personal property caused by Company, its agents, employees or subcontractors or their negligence or intentional misconduct; (iii) any failure of Company, its agents, employees or subcontractors to comply with this Agreement or any applicable law or regulation which regulates or affects the obligations of Company under this Agreement; or (iv) brought by Company agents, employees or subcontractors under Code Sec. 4980H. Company will take upon itself the settlement of all such claims and the defense of any suit or suits, or legal proceedings of any kind brought to enforce any such claim or claims, and the payment of all judgments entered in any such suit or suits, whether or not Company is a party-defendant thereto. The obligations of Company under this Section shall survive termination of this Agreement.

Intellectual Property Indemnity. Company shall indemnify Customer from and against all Losses arising out of or related to any third party claim alleging that any Work Product or Service provided by Company (and used in conformity with all instructions and documentation) infringes, violates or misappropriates any patent, copyright, trademark and/or other proprietary right or a trade secret of any person or entity. If any Work Product or Services are determined by a court of competent jurisdiction to be infringing, or in Customer’s opinion are likely to become the subject of a claim of infringement, Company will, at Customer’s option: (1) procure for Customer the right to continue using the Work Product or Service; or (2) replace or modify the Work Product or Service to provide Customer with a non-infringing product or service that is functionally equivalent in all material respects. If Company is unable to reasonably secure those remedies, and if Customer must discontinue use of an infringing Work Product or Service, Company will refund the price paid to Company for the infringing Work Product or Service. The foregoing indemnity shall not apply to any infringement claim to the extent arising from (i) Work Products that have been modified by any party other than Company and/or (ii) Customer’s use of the Work Products in conjunction with the products and/or services of parties other than Company where such use gave rise to the infringement claim; (iii) Work Products not used in accordance with Company’s instructions and/or specifications; (iv) use of other than the current release of the Work Products if such claim would have been avoided by the use of the current release; provided that Company has provided and Customer has failed to implement such current release; and/or (v) incorrect use of the Work Products with products provided to Customer by others. The obligations of Company under this Section shall survive termination of this Agreement.

Conditions. In claiming an indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party shall reasonably cooperate with the indemnifying party in presenting the defense of the claim at no cost to the indemnified party. The indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which shall not be unreasonably withheld. The indemnified party may choose to be represented by its own counsel in such action at its own cost and expense.

No Guarantees. Customer acknowledges and accepts that Company does not guarantee any results as they may vary based on circumstances and individual idiosyncrasies.

General provisions

Applicable Laws. Each party will comply with applicable foreign, federal, state, and local laws, rules, regulations, orders, ordinances and government requirements, including without limitation:

41 CFR 60-1.4(a), which prohibits discrimination against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity or national origin; 41 CFR 60-300.5(a), which prohibit discrimination against qualified protected veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans; and 41 CFR 60-741.5(a), which prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.

Export. Neither party will knowingly export or re-export or cause to be exported or re-exported any Work Product, to any country for which the U.S. government requires an export license or other government approval without first obtaining the required license or approval.

Entire Agreement of the Parties. This Agreement, as supplemented by any applicable exhibits and each SOW, sets forth the entire agreement of the parties relating to the Services and Work Product provided by Company and supersedes all prior written or oral understandings, agreements or representations by or between the parties with respect to these subjects.

Modifications. Any modification or waiver of this Agreement is effective only if it is in writing signed by an authorized representative of both Company and Customer.

Waiver. No delay or failure by a party in exercising any right, power or privilege under this Agreement or any other instruments given in connection with or pursuant to this Agreement will impair any such right, power or privilege or be construed as a waiver of or acquiescence in any default. No single or partial exercise of any right, power or privilege will preclude the further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

Survival. All terms and provisions of this Agreement that should by their nature survive the termination of this Agreement shall so survive.

Severability. If any provision of this Agreement is held invalid, void, or unenforceable to any extent, that provision will be enforced to the greatest extent permitted by law and the remainder of this Agreement and application of such provision to other persons or circumstances will not be affected.

Parties in Interest. This Agreement is enforceable only by Company and Customer. This Agreement is not a contract or assurance regarding compensation, continued employment, or benefit of any kind to any of Company’s personnel or to any beneficiary of those personnel and those personnel or their beneficiaries will not be third-party beneficiaries of this Agreement.

Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Ohio without regard to its conflict of law principles.

Assignment and Successors. Neither party may assign this Agreement without the other party’s prior written consent, except that Customer may assign the Agreement without consent to an entity controlling Customer, in common control with Customer or controlled by Customer. This Agreement benefits and will be binding upon Company, Customer and their respective successors, heirs and permitted assigns.

This Workshop Attendee Agreement (this “Agreement”) is entered into on the date of purchase (the “Effective Date”) by and between American Negotiation Institute, (“Company”) and the purchasing company or individual (Customer).

 

SERVICES

Scope of Work. Company will provide a negotiation workshop for the attendees. The workshop shall be recorded and the attendees shall have access to the workshop

 

TERM AND TERMINATION

Term. This Agreement shall commence as of the Effective Date and shall continue through the completion of the workshop, unless earlier terminated in accordance with the provisions of this Section 3 or upon the mutual agreement of the parties.

Refunds. Customer may request a refund up to 14 days before the workshop if they are unable to attend.

 

RELATIONSHIP OF THE PARTIES

Nothing in this Agreement will be construed to make either Company or Customer partners, joint venturers, principals, agents or employees of the other. As the common-law employer of the assigned employees, no officer, director, employee, agent, affiliate or contractor employed by Company to perform work on Customer’s behalf under this Agreement will be deemed to be an employee, agent or contractor of Customer. Neither party will have any right, power or authority, express or implied, to bind or make representations on behalf of the other.

 

COMPENSATION

LawPay. Charges for all Services, Work Product and expenses are set forth in the LawPay payment portal.

 

CONFIDENTIALITY AND OWNERSHIP

Information. The term “Information” as used herein shall mean, by way of example but not by way of limitation: financial, marketing, promotional, employment, economic, strategic and other business and planning information; business records; supplier and customer lists and information; employee information; trade secrets; strategies; plans; projections; processes; practices; methods; techniques; expertise; designs; drawings; specifications; dimensional data; models; samples; prototypes; selections of materials and components; formulas; configurations; concepts; cost and price information; technology and technological developments; devices; machinery; software and computer programs and systems; information regarding existing and future products, services and components; research and development information; test results and performance data; product and process improvements and modifications; and other business or technical information, materials, documents and data; in each case whether or not patentable or susceptible to any other form of legal protection, and also specifically including without limitation the fact that Customer is exploring or engaged in a business relationship with Company and/or engaged in discussions and visits with the Company and its employees, officers, directors, agents and affiliates (collectively, “Representatives”); and any other subject matter, material, or information that is considered by Customer or any of its affiliates to be proprietary or confidential.

Confidential Information. The term “Confidential Information” as used herein means all Information owned, controlled or licensed by Customer or any of its affiliates that is or has been supplied or made available to or obtained by the Company or any of its Representatives, whether in writing (including via electronic or magnetic media), orally, visually, or by observation or overhearing, whether or not marked as confidential or proprietary, and whether or not in human-readable or machine-readable form, subject to the following exceptions: Confidential Information shall not include Information which the Company can demonstrate by clear and convincing documentary evidence: (i) was in the public domain on the Effective Date; (ii) came into the public domain through no direct or indirect act, omission or fault of the Company or any of its Representatives after the Effective Date; (iii) was already rightfully in the Company’s possession at the time of its receipt from Customer or Customer’s Representatives; (iv) is received by the Company in good faith from a third party having the lawful right to disclose it to the Company, but only if the third party has authorized the Company’s non-confidential use of such Information; or (v) was independently developed by the Company without reference to or use of any Confidential Information. The terms and conditions of this Agreement also constitute “Confidential Information”.

 

OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

Company Owned. Customer acknowledges that all right, title and interest in any Work Products or Services (together with all patents, trademarks, service marks, trade dress, trade names, logos, copyrights, copyrightable works, goodwill, rights in data and databases, trade secrets, know-how and other intellectual property rights therein (collectively, “Intellectual Property Rights”)), whether or not patentable, or subject to copyright or trademark or trade secret protection, conceived, developed, produced or deliverable by Company, whether alone or jointly with others, in connection with or pursuant to the Company’s performance under this Agreement are the sole and exclusive property of Company. Customer hereby irrevocably assigns and agrees to assign all of its respective rights, title and interest in such Work Product or Services (including without limitation all Intellectual Property Rights therein) to Company.

Pre-Existing Materials. The term “Pre-Existing Materials” as used in this Agreement, means all documents, data, know-how, methodologies, software and other Intellectual Property Rights provided or used by the Company in connection with the performance of the Services, in each case developed or acquired by the Company prior to the commencement of this Agreement. Notwithstanding anything herein to the contrary, Company and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the Pre-Existing Materials (including all Intellectual Property Rights therein). The Company hereby grants Customer an irrevocable, perpetual, fully paid-up royalty-free, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Work Product for any and all purposes. All other rights in and to the Pre-Existing Materials are expressly reserved by the Company.

 

REPRESENTATIONS, WARRANTIES AND LIMITATIONS OF LIABILITY

Company Warranties. Company represents and warrants to Customer that Company: (a) has the expertise, experience and knowledge to perform the Services and deliver the Work Product; (b) will use reasonable commercial efforts to perform and deliver the Services and Work Product in a diligent and timely manner; (c) is not a party to any agreement which prohibits, and is not otherwise prohibited from, performing and delivering the Work Product or Services; (d) will not misappropriate or infringe the intellectual property rights of third parties when performing the Services or delivering the Work Product; (e) will perform and deliver the Services and Work Product in strict accordance and conformance with the specifications set forth in the SOW; (f) will perform and deliver the Services and Work Product in accordance and conformance with all applicable laws, ordinances, requirements, directions, rules, statutes, regulations or lawful orders of any governmental authority or agency; (g) has no conflict of interest with respect to the Services or Work Product to be performed for Customer under this Agreement; (h) has not entered into any contract or agreement, or executed any document whatsoever, with any person, firm, association, corporation or educational institution that will in any manner prevent it from giving Customer the exclusive benefit of Services or Work Product under this Agreement or disclosing and assigning ideas, inventions, computer software, trade secrets, and other intellectual property exclusively to Customer hereunder or performing any other provision of this Agreement; (i) will not enter into any such contract or agreement, or execute any such document, which will create a conflict of interest or which will prevent it from freely performing any of the provisions of this Agreement; (j) will not knowingly incorporate confidential information of any person or entity not a party to this Agreement into any materials furnished to Customer hereunder without prior written notice to Customer; and (k) shall not have any subcontractors perform services under any SOW without the advance written permission of Customer, and shall be fully responsible for the performance of any authorized subcontractors.

Limitations of Liability. NEITHER PARTY SHALL HAVE LIABILITY WITH RESPECT TO THAT PARTY’S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL A PARTY’S LIABILITY BE LIMITED WITH REGARD TO ITS OBLIGATIONS TO INDEMNIFY THE OTHER PARTY AGAINST THIRD PARTY CLAIMS ARISING UNDER THIS AGREEMENT OR FOR BREACH OF THE CONFIDENTIALITY OBLIGATIONS CONTAINED HEREIN.

 

INDEMNITY

General Indemnity. Company will indemnify, hold harmless and defend Customer and Customer’s officers and directors, affiliates, subsidiaries, agents, and employees against any and all losses, damages, liabilities, deficiencies, claims, actions, demands, judgments, settlements, interest, awards, penalties, fines, fees, costs and expenses of whatever type or nature (including, without limitation, costs of remediation and reasonable attorneys’ fees) (collectively, “Losses”), to the extent arising out of or related to any third party claim alleging: (i) breach or non-fulfillment of any provision of this Agreement by Company, its agents, employees or subcontractors; (ii) any act or omission of Company, its agents, employees or subcontractors, in connection with the performance of the Services under this Agreement including without limitation, any bodily injury, death of any person, or damage to real or tangible personal property caused by Company, its agents, employees or subcontractors or their negligence or intentional misconduct; (iii) any failure of Company, its agents, employees or subcontractors to comply with this Agreement or any applicable law or regulation which regulates or affects the obligations of Company under this Agreement; or (iv) brought by Company agents, employees or subcontractors under Code Sec. 4980H. Company will take upon itself the settlement of all such claims and the defense of any suit or suits, or legal proceedings of any kind brought to enforce any such claim or claims, and the payment of all judgments entered in any such suit or suits, whether or not Company is a party-defendant thereto. The obligations of Company under this Section shall survive termination of this Agreement.

Intellectual Property Indemnity. Company shall indemnify Customer from and against all Losses arising out of or related to any third party claim alleging that any Work Product or Service provided by Company (and used in conformity with all instructions and documentation) infringes, violates or misappropriates any patent, copyright, trademark and/or other proprietary right or a trade secret of any person or entity. If any Work Product or Services are determined by a court of competent jurisdiction to be infringing, or in Customer’s opinion are likely to become the subject of a claim of infringement, Company will, at Customer’s option: (1) procure for Customer the right to continue using the Work Product or Service; or (2) replace or modify the Work Product or Service to provide Customer with a non-infringing product or service that is functionally equivalent in all material respects. If Company is unable to reasonably secure those remedies, and if Customer must discontinue use of an infringing Work Product or Service, Company will refund the price paid to Company for the infringing Work Product or Service. The foregoing indemnity shall not apply to any infringement claim to the extent arising from (i) Work Products that have been modified by any party other than Company and/or (ii) Customer’s use of the Work Products in conjunction with the products and/or services of parties other than Company where such use gave rise to the infringement claim; (iii) Work Products not used in accordance with Company’s instructions and/or specifications; (iv) use of other than the current release of the Work Products if such claim would have been avoided by the use of the current release; provided that Company has provided and Customer has failed to implement such current release; and/or (v) incorrect use of the Work Products with products provided to Customer by others. The obligations of Company under this Section shall survive termination of this Agreement.

Conditions. In claiming an indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party shall reasonably cooperate with the indemnifying party in presenting the defense of the claim at no cost to the indemnified party. The indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which shall not be unreasonably withheld. The indemnified party may choose to be represented by its own counsel in such action at its own cost and expense.

No Guarantees. Customer acknowledges and accepts that Company does not guarantee any results as they may vary based on circumstances and individual idiosyncrasies.

 

GENERAL PROVISIONS

Applicable Laws. Each party will comply with applicable foreign, federal, state, and local laws, rules, regulations, orders, ordinances and government requirements, including without limitation:

41 CFR 60-1.4(a), which prohibits discrimination against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity or national origin; 41 CFR 60-300.5(a), which prohibit discrimination against qualified protected veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans; and 41 CFR 60-741.5(a), which prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.

Export. Neither party will knowingly export or re-export or cause to be exported or re-exported any Work Product, to any country for which the U.S. government requires an export license or other government approval without first obtaining the required license or approval.

Entire Agreement of the Parties. This Agreement, as supplemented by any applicable exhibits and each SOW, sets forth the entire agreement of the parties relating to the Services and Work Product provided by Company and supersedes all prior written or oral understandings, agreements or representations by or between the parties with respect to these subjects.

Modifications. Any modification or waiver of this Agreement is effective only if it is in writing signed by an authorized representative of both Company and Customer.

Waiver. No delay or failure by a party in exercising any right, power or privilege under this Agreement or any other instruments given in connection with or pursuant to this Agreement will impair any such right, power or privilege or be construed as a waiver of or acquiescence in any default. No single or partial exercise of any right, power or privilege will preclude the further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

Survival. All terms and provisions of this Agreement that should by their nature survive the termination of this Agreement shall so survive.

Severability. If any provision of this Agreement is held invalid, void, or unenforceable to any extent, that provision will be enforced to the greatest extent permitted by law and the remainder of this Agreement and application of such provision to other persons or circumstances will not be affected.

Parties in Interest. This Agreement is enforceable only by Company and Customer. This Agreement is not a contract or assurance regarding compensation, continued employment, or benefit of any kind to any of Company’s personnel or to any beneficiary of those personnel and those personnel or their beneficiaries will not be third-party beneficiaries of this Agreement.

Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Ohio without regard to its conflict of law principles.

Assignment and Successors. Neither party may assign this Agreement without the other party’s prior written consent, except that Customer may assign the Agreement without consent to an entity controlling Customer, in common control with Customer or controlled by Customer. This Agreement benefits and will be binding upon Company, Customer and their respective successors, heirs and permitted assigns.