Contents
1. Introduction
This Master Services Agreement (the “Master Agreement” or “Agreement”) governs the professional security services that Also Known As, Inc. d/b/a AKA Security, a Delaware corporation with offices at 400 S. El Camino Real, Ste. 1050, San Mateo, CA 94402 (“AKA”), performs for its clients. “Client” means the entity that executes a Statement of Work referencing this Agreement. AKA and Client are each a “Party” and together the “Parties.”
How this Agreement is accepted. This Agreement takes effect when AKA and Client execute a Statement of Work (“SOW”) or Order Form that references it. No signature to this page is required; the executed SOW or Order Form incorporates these terms. This Master Agreement together with each applicable SOW (and any attachments) is the “Engagement.”
Product and SaaS use of AKA’s Services, and any use of open-source software such as AI-TC, are governed by our Terms of Service, not this Agreement.
2. Services
Statements of Work. From time to time, AKA and Client may execute statements of work (each a “Statement of Work or SOW”) that contain or incorporate by reference (i) a description of the specific services to be performed by AKA (the “Services”), (ii) a statement of the fee or fees for Services rendered; (iii) Client’s special conditions of acceptance (if any specified); (iv) a description of required status reports (if any specified); (v) the location where the work is to be performed as may be applicable (remote if not specified); (vi) the commencement and termination dates; and (vii) other pertinent information or terms. Each Statement of Work will form a part of this Agreement and will be subject to the terms and conditions contained herein. A Statement of Work may only be amended by written agreement of the Parties. Statements of Work are executed separately and each incorporates this Agreement. Client makes no promises or representations whatsoever as to the amount of Services it will request during the term of this Agreement. AKA will perform the Services in accordance with the terms and conditions of this Agreement and of each Statement of Work.
Acceptance of Services. Unless alternative criteria are specified in a Statement of Work, Client shall have five (5) business days from delivery to test the Services relating thereto in order to determine whether such Services meet the standards and/or accomplish the objectives or other criteria for such Services as established in the applicable Statement of Work. If Client gives notice of non-Acceptance, (i) Client shall describe the reasons for non-Acceptance to AKA in reasonable detail; (ii) AKA shall have ten (10) business days (or such longer period as needed in relation to the deficiency) to re-perform the deficient Services, until the applicable criteria are met; and (iii) a five (5) business day re-testing acceptance period shall begin. If Client does not provide notice of non-Acceptance within the applicable test period, the Services shall be deemed accepted. If, following two (2) re-performance cycles under this Section with respect to the same deficiency, Client reasonably determines in good faith that the Services still do not meet the applicable criteria, either party may terminate the applicable Statement of Work upon written notice, in which case AKA shall refund any Fees paid by Client for the deficient Services.
Relationship of the Parties. AKA is performing Services as an independent contractor and nothing in this Agreement will be construed as establishing an employment, agency, partnership or joint venture relationship between Client and AKA or any AKA personnel. AKA has no authority to bind Client by contract or otherwise. AKA acknowledges and agrees that its personnel are not eligible for or entitled to receive any compensation, benefits or other incidents of employment that Client makes available to its employees. AKA is solely responsible for all taxes, expenses, withholdings and other similar statutory obligations arising out of the relationship between AKA and its personnel and the performance of Services by such personnel.
3. Payment
Fees and Expenses. For AKA’s performance of Services, Client will pay AKA fees referenced in the applicable Statement of Work (the “Fees”). In addition, Client will reimburse AKA for all reasonable and customary travel, lodging and other related expenses incurred by AKA or its personnel in connection with the performance of Services and approved by Client in advance, subject to Client’s standard travel and expense policy or any customer expense policy provided by Client.
Payment Terms. AKA will invoice Client for Fees and expenses as set out in the applicable Statement of Work or Order Form, including any invoicing frequency and whether invoicing is in advance or in arrears. Client will pay each undisputed invoice no later than thirty (30) days after Client’s receipt thereof. All monetary amounts specified in this Agreement are specified and payable in United States dollars to the account directed by AKA. In the event of late payment, Client reserves the right to suspend or terminate any Services. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable usury law, whichever is less. Further, if Client fails to pay all outstanding amounts within thirty (30) days after notice of late payment, Client will reimburse any costs or expenses (including reasonable attorneys’ fees) incurred by AKA to collect any such amounts.
Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchases hereunder, unless Client provides AKA with a valid tax exemption certificate from an applicable customer. For clarity, AKA is solely responsible for taxes assessable against itself based on AKA’s income, property and employees.
4. Ownership
Work Product. Subject to the AKA Technology and Client Materials provisions below, Client will own all right, title, and interest in and to any reports, findings, documentation, and other materials that AKA produces expressly for Client pursuant to an applicable Statement of Work and that are not AKA Technology (collectively, “Work Product”), including all worldwide patent, copyright, trade secret, and other intellectual property rights (“Intellectual Property Rights”) therein. AKA hereby assigns to Client all right, title, and interest in and to such Work Product. Work Product excludes AKA Technology and any derivative works, modifications, configurations, or improvements thereof, which are licensed solely as set out below and are never assigned. To the extent Work Product incorporates software or materials other than Client Materials, Embedded Software, or AKA Technology, AKA grants Client a non-exclusive, perpetual, fully paid-up, royalty-free license to use, copy, modify, and create derivative works of such materials solely for Client’s internal business purposes as incorporated into the Work Product; this license does not extend to AKA Technology and does not permit standalone distribution or sublicensing. At Client’s request and expense, AKA will reasonably assist Client in perfecting its ownership of the Work Product.
AKA Technology. “AKA Technology” means AKA’s security agents, the AI-TC engine, and any other software, platform, tools, methodologies, techniques, templates, and know-how owned or developed by AKA, together with any derivative works, modifications, configurations, or improvements thereof, including any developed or made in the course of performing the Services. AKA retains all right, title, and interest, including all Intellectual Property Rights, in and to AKA Technology. Except for the rights expressly granted under an applicable Order Form or subscription, no license or ownership interest in AKA Technology is granted to Client, whether express or implied, and AKA reserves all rights not expressly granted. Any use by Client of AKA Technology, including AKA Technology incorporated into any Work Product, is licensed under and for the term of a paid Order Form or subscription and terminates upon its expiration or termination.
Client Materials. Client will make available to AKA any Client products referenced in a Statement of Work, and any other information or materials belonging to Client (collectively, “Client Materials”). Client owns all Intellectual Property Rights in the Client Materials. If and to the extent AKA incorporates Client Materials into the Work Product, Client grants AKA a non-exclusive license, revocable upon expiration or termination of the applicable Statement of Work, to use the Client Materials solely in performing the Services and as incorporated into the Work Product.
Intellectual Property. “Intellectual Property” means any and all United States and foreign copyrights, rights in databases, computer programs, source code, binary files, APIs, IT security information (including firewall rules and access details), trademark rights, trade names, service marks, trade dress rights, patent rights, trade secret rights, inventions, industrial design rights, know-how, and other intellectual property rights, whether registered or unregistered and whether statutory or at common law, wherever arising.
Embedded Software. AKA will identify in an applicable Statement of Work the inclusion of any Embedded Software in Work Product delivered as part of the Services, except that no reference is necessary to the extent the Services relate to AKA Technology. No Work Product will include any Copyleft Software. “Embedded Software” means any Open-Source Software and any non-Open-Source third-party software provided by AKA to Client as part of the Services. “Open-Source Software” means software whose source code is available to the general public for use or modification free of charge. “Copyleft Software” means Open-Source Software licensed such that a party modifying or distributing it (or a derivative work) must do so under that same license.
5. Warranties and agreements
General Warranties. Each party warrants it has the right and power to enter into this Agreement, that an authorized representative has executed this Agreement, and that each will comply with any applicable laws and regulations pertaining to this Agreement. AKA warrants that AKA has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, AKA’s obligations to the Client under this Agreement, and/or AKA’s ability to perform the Services. AKA will not enter into any such conflicting agreement during the term of this Agreement. Except for the foregoing, nothing in this Agreement will be deemed to restrict or limit AKA’s right to perform services for any other party or to assign any employees or subcontractors to perform services for any other party; provided that AKA complies with its obligations hereunder with respect to Client Confidential Information.
No Disabling Devices. All Work Product and/or Services provided by AKA do not, and will not when delivered or provided, contain any computer code designed to disrupt, disable, harm, or otherwise impede in any manner the operation thereof, or any other associated software, firmware, hardware, computer system or network (sometimes referred to as “viruses” or “worms”) and AKA has taken reasonable steps to test for, and has found no such, viruses or worms.
Replacement of Personnel. In the event that any AKA personnel performing Services hereunder is not acceptable to Client, Client shall provide AKA with reasonably detailed written notice of the substantive basis for such objection, and AKA shall promptly remove such personnel and provide a replacement with suitable ability and suitable qualifications at no additional cost to Client. If Client requests replacement of personnel assigned to the same Statement of Work on more than two (2) occasions in any twelve (12)-month period, AKA may charge Client its reasonable, documented costs of onboarding and knowledge transfer for each subsequent replacement.
Insurance. AKA agrees, at its expense and during the term of the Agreement, to procure and maintain, at a minimum: (i) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (ii) Professional Liability/Errors & Omissions insurance (including coverage for technology and cyber liability) with limits of not less than $1,000,000 per claim; and (iii) Workers’ Compensation insurance as required by applicable law. Upon Client’s request, and in any event annually, AKA shall furnish a Certificate of Insurance evidencing the required insurance and naming Client as additional insured. AKA shall promptly inform Client of any material reduction in or cancellation of insurance required hereinabove.
Compliance with Foreign Corrupt Practices Act. AKA and its subsidiaries, affiliates, directors, officers, shareholders, employees, representatives and agents have not and shall not, during the term of this Agreement, in connection with the transactions contemplated by this Agreement or in connection with any other business transactions involving Client, make, or offer to make, payments of money or anything of value, directly or indirectly, to a Foreign Official, as that term is defined in the Foreign Corrupt Practices Act (FCPA), for the purpose of obtaining or retaining business in violation of the FCPA.
All Rights; No Infringement. AKA has all rights and authorizations necessary to perform any Services; and AKA shall deliver all Work Product free and clear of any liens, claims, charges or encumbrances; and that AKA has proper title in all Work Product for which ownership is to be transferred to Client. All Work Product and any Services performed by AKA, will not violate, misappropriate or infringe upon any Intellectual Property Rights of a third party; there are no claims of any third party against AKA relating to any Intellectual Property Rights that are to be provided under this Agreement.
Indemnity. AKA shall indemnify, defend and hold harmless Client and its officers, directors, employees, sublicensees, customers and agents, from and against any third party claims and damages based upon (i) any allegation that any portion of the Work Product and/or Services provided by AKA to Client pursuant to this Agreement, infringes, misappropriates or violates any Intellectual Property Right of any person or entity; and (ii) any claim relating to any act, omission, negligence or willful misconduct on the part of AKA, its personnel, subcontractors, and/or agents, resulting in personal injury, death, or damage to property, provided that Client gives AKA prompt written notice of, reasonable assistance with respect to, and sole control of the defense and settlement of such claims; and provided further that Client not enter into any settlement or compromise any such claim without AKA’s prior written approval. Notwithstanding the foregoing, AKA shall have no liability to Client or to any other party for claims to the extent arising from or attributable to (i) any combination of the Services with any other software or equipment not provided by AKA; (ii) the modification of the Services, or any part thereof, by anyone other than AKA; (iii) unauthorized use of the Services; or (iv) compliance with specifications or instructions provided by Client. Should the use of Services be enjoined, or in the event AKA wishes to minimize its potential liability hereunder, AKA may, at its option, either: (i) substitute a functionally equivalent non-infringing version of the Services or Work Product; (ii) modify the infringing item so that it no longer infringes; (iii) obtain for Client, at AKA’s expense, the right to continue use of the affected Work Product or Services; or (iv) in lieu of the foregoing, refund to Client the Fees paid by Client under the applicable Statement of Work for the affected Services. The foregoing in this Section shall be AKA’s sole liability and Client’s sole remedy for infringement or misappropriation of third-party intellectual property or proprietary rights.
Client Indemnity. Client shall indemnify, defend and hold harmless AKA and its officers, directors, employees, and agents, from and against any third party claims and damages based upon: (i) any allegation that the Client Materials, or Client’s use of the Work Product or Services in breach of this Agreement, infringes, misappropriates or violates any Intellectual Property Right of any person or entity; (ii) Client’s breach of this Agreement or any Statement of Work; (iii) any claim relating to any act, omission, negligence or willful misconduct on the part of Client or its personnel; and (iv) if applicable to the Services described in a Statement of Work, any claim that Client lacked the authority to authorize AKA’s access to, or testing of, the systems, networks, or data described in such Statement of Work, provided that AKA gives Client prompt written notice of, reasonable assistance with respect to, and sole control of the defense and settlement of such claims; and provided further that AKA not enter into any settlement or compromise of any such claim without Client’s prior written approval.
Non-Solicitation. During the term of this Agreement and for a period of twelve (12) months thereafter, neither party will recruit or otherwise solicit for employment, directly or indirectly, any employee or subcontractor of the other party who participated in, or relates to, the Services, without the other party’s express prior written approval.
6. Term and termination
Term. This Agreement will commence on the date the first Statement of Work referencing it is executed (the “Effective Date”) and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as AKA is performing Services pursuant to any Statement of Work. Execution of a Statement of Work shall automatically reinstate this Agreement if it has lapsed after completion of a previous Statement of Work. A Statement of Work or Order Form may specify its own term, including automatic renewal for successive periods unless either party gives notice of non-renewal within the period stated in that Statement of Work or Order Form.
Termination. Either party may terminate this Agreement (including any and all Statements of Work) if the other party breaches any material term of this Agreement or Statement of Work and fails to cure such breach within thirty (30) days after receipt of written notice thereof. Except during a committed term specified in a Statement of Work or Order Form, either party may also terminate this Agreement or any Statement of Work for convenience upon thirty (30) days’ prior written notice to the other party, provided that Client shall pay AKA for (i) all Services performed through the effective date of termination and (ii) any non-cancellable costs and expenses reasonably and actually incurred by AKA prior to its receipt of such notice in connection with the terminated Statement(s) of Work. Where a Statement of Work or Order Form specifies a committed term, neither party may terminate the applicable Statement of Work for convenience during that term except as that Statement of Work or Order Form expressly provides; termination for uncured material breach remains available to both parties at all times.
Effect of Termination. Upon the expiration or termination of this Agreement: (i) AKA will promptly return to Client all Client Materials; (ii) each party will promptly return to the other party all Confidential Information of the other party in its possession or control; and (iii) Client will, within thirty (30) days after receipt of AKA’s invoice, pay all accrued and unpaid fees and expenses for Services duly performed and accepted under an applicable Statement of Work. Upon expiration or termination of the applicable Order Form or subscription, Client’s license to use AKA Technology, including any AKA Technology incorporated into Work Product, will end.
Survival. The following provisions survive expiration or termination of this Agreement or any Statement of Work: Ownership; Confidential Information; the indemnification, insurance, and non-solicitation provisions; Limitation of Liability; any accrued payment obligations; and these General provisions.
7. Confidential information
Confidential Information. “Confidential Information” means any materials or information of a party (the “Disclosing Party”) and/or its customers, including without limitation business, technical, and financial information and, in AKA’s case, its methodologies, tools, techniques, and pricing, that are labeled as confidential or of a nature which should reasonably be expected to be held confidential. Confidential Information shall not include information that: (i) is or becomes publicly known through no act or omission of the party receiving such information (the “Receiving Party”); (ii) was in the Receiving Party’s lawful possession prior to the disclosure without restriction on use or disclosure; (iii) is rightfully disclosed to the Receiving Party by a third party without restriction on use or disclosure; or (iv) is independently developed by the Receiving Party without the use of Confidential Information. During the term of this Agreement and for a period of three (3) years after expiration or termination of this Agreement, the Receiving Party shall not make the Disclosing Party’s Confidential Information available to any third party or use such Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. The Receiving Party shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed in violation of the terms of this Agreement, but in no event will the Receiving Party use less effort to protect Confidential Information than it uses to protect its own confidential information of like importance. Each party will ensure that any employees, agents, or subcontractors that are permitted to access any Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency or court, provided that before disclosing such information the Receiving Party must provide the Disclosing Party with sufficient advance notice of the request for the information to enable the Disclosing Party and/or its customers to exercise any rights they may have to challenge or limit the disclosure. Each party understands and agrees that any breach of this Section may cause irreparable harm to the Disclosing Party for which damages would not be an adequate remedy, and therefore, the Disclosing Party will be entitled to injunctive relief with respect thereto without posting any bond in addition to any other remedies.
Data Protection. If any Services involve AKA’s access to, or receipt of, Client’s systems, networks, or personal data, AKA shall: (i) implement and maintain reasonable administrative, technical, and physical safeguards designed to protect the security and confidentiality of such systems, networks, and data; (ii) notify Client without undue delay, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access to or disclosure of such data; (iii) not use any personal data received from Client for any purpose other than performing the Services; and (iv) upon completion or termination of the applicable Statement of Work, and except as required by applicable law or AKA’s document retention policies, delete or return all such data (including copies) in AKA’s possession or control. The parties will enter into a separate data processing addendum if required by applicable data protection law.
8. Limitation of liability
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, NON-INFRINGEMENT, PERFORMANCE AND THOSE ARISING BY STATUTE OR FROM CUSTOM OR USAGE OF TRADE OR COURSE OF DEALING. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY PERFORMANCE OF THIS AGREEMENT, OR IN FURTHERANCE OF THE PROVISIONS AND OBJECTIVES OF THIS AGREEMENT. EXCEPT FOR (i) THE PAYMENT OF FEES REQUIRED HEREUNDER, (ii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, (iii) A BREACH OF THE CONFIDENTIAL INFORMATION SECTION ABOVE, OR (iv) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (COLLECTIVELY, THE “EXCLUDED CLAIMS”), IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY MATTER RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO AKA WITHIN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE LIABILITY THAT GAVE RISE TO DAMAGES WAS INCURRED. WITH RESPECT TO EXCLUDED CLAIMS UNDER CLAUSE (ii) ABOVE, EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THREE (3) TIMES THE TOTAL FEES PAID OR PAYABLE UNDER THE APPLICABLE STATEMENT OF WORK GIVING RISE TO THE CLAIM. WITH RESPECT TO EXCLUDED CLAIMS UNDER CLAUSE (iii) ABOVE, EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED TWO (2) TIMES THE TOTAL FEES PAID OR PAYABLE UNDER THE APPLICABLE STATEMENT OF WORK GIVING RISE TO THE CLAIM. EXCLUDED CLAIMS UNDER CLAUSE (iv) ABOVE ARE NOT SUBJECT TO ANY CAP UNDER THIS AGREEMENT.
9. General provisions
Governing Law. This Agreement shall be construed according to, and the rights of the parties shall be governed by, the law of the State of California without regard to choice of law rules. Venue for any court action arising under this Agreement shall lie exclusively in Santa Clara County, California. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the terms below. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of filing the written request for mediation, whichever occurs first (“Earliest Initiation Date”). The mediation may continue after the commencement of arbitration if the parties so desire. At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to this Agreement, except that either party may institute an action in court for injunctive or other equitable relief at any time. The arbitration shall be administered by JAMS in Santa Clara County, California pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction.
Waiver of Jury Trial. Each of the parties hereby unconditionally waives any right to a jury trial with respect to and in any action, proceeding, claim, counterclaim, demand, dispute or other matter whatsoever arising out of this agreement.
Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
Assignment. Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign this Agreement, without the other party’s consent, to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger or acquisition, the sale of all or substantially all of its assets or the sale of that portion of a party’s business to which this Agreement relates. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns. Any assignment in violation of this Section shall be null and void.
Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) following written confirmation of receipt after deposit with a nationally recognized express courier; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) via email with confirmed receipt. All such notices will be sent to the addresses set out in the applicable Statement of Work, or to such other address as may be specified by either party to the other party in accordance with this Section.
Waivers. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
Entire Agreement. This Agreement, together with all Statements of Work and any other documents referenced therein, constitutes the complete and exclusive agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. No term of any Statement of Work will be deemed to amend the terms of this Agreement unless the Statement of Work references a specific provision in this Agreement and provides that the Statement of Work is amending only that specific provision of this Agreement and only with respect to the Services performed pursuant to such Statement of Work. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.
Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Effective as of July 16, 2026