Master Services Agreement

CAMPUSIQ MASTER SERVICES AGREEMENT (FACILITIES)

This Master Services Agreement, including all Orders, addenda, exhibits and schedules hereto (collectively, this "Agreement"), is between MF Genius, Corp. (d/b/a CampusIQ), a Delaware corporation ("CampusIQ") and the customer ("School") whose name appears on the Order regarding the Services, effective as of the Effective Date set forth on the Order ("Effective Date"). CampusIQ and School are each referred to individually as a "party" and collectively as the "parties."

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES, SCHOOL AGREES TO BE BOUND BY THIS AGREEMENT. THE VERSION OF THIS AGREEMENT ATTACHED TO AN ORDER, OR IF NONE IS ATTACHED THE VERSION POSTED AT CAMPUSIQ.COM ON THE EFFECTIVE DATE OF THAT ORDER, GOVERNS THAT ORDER FOR ITS TERM. REVISIONS POSTED AFTER THAT DATE APPLY ONLY TO ORDERS EXECUTED AFTER THE REVISION IS POSTED. IF SCHOOL DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, SCHOOL MAY NOT ACCESS OR USE THE SERVICES.

RECITALS

WHEREAS, CampusIQ has developed proprietary software, analytics, dashboards, reports and related services that enable educational institutions to analyze campus facilities, space utilization, occupancy and related operational information (the "CampusIQ Services").

WHEREAS, School is an educational institution that desires to receive, and CampusIQ desires to provide, access to the CampusIQ Services and certain related services (the "Services") pursuant to the terms and conditions specified in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and benefits derived hereby, the Parties agree as follows:

CampusIQ Services.
1. Rights to Use the CampusIQ Services. Subject to the terms and conditions of this Agreement, CampusIQ hereby grants School and its Authorized Users (defined below) a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use: (i) the CampusIQ Services to analyze certain data provided by School, including wireless network (Wi-Fi) logs and related network data, space inventory and floor plan data, and such additional facilities, scheduling, building management, sensor, ERP or other operational data as is expressly identified in an Order ("School Data"), and (ii) certain analytics and other data generated by the CampusIQ Services in respect of the School Data, including facility usage, occupancy, space utilization and related operational analytics (the "CampusIQ Data"), and to analyze such CampusIQ Data.
2. Authorized Users. School may allow only the faculty, employees and independent contractors for each Campus (defined below) identified in an Order (defined below) ("Authorized Users") to access the CampusIQ Services on behalf of School, provided that such Authorized Users abide by the terms set forth herein. School shall immediately notify CampusIQ in the event that School or an Authorized User becomes aware of any unauthorized access to the Services or any violation of the terms of this Agreement. School shall be liable for any breach of the Agreement by any Authorized User.
3. Restrictions. School and its Authorized Users may not rent, lease, lend, sell, redistribute, reproduce or sublicense the CampusIQ Services, or use the CampusIQ Services as a service bureau. School may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, create derivative works of the CampusIQ Services, or any part thereof, or use the CampusIQ Services to violate any law or regulation. To the extent the foregoing restrictions are prohibited by applicable law or by an agreement between CampusIQ and one of its licensors, the foregoing activities are permitted only to the extent necessary to comply with such law or license(s). School shall not exploit the CampusIQ Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
4. Reports. CampusIQ will provide School with electronic reports (each, a "Report") detailing the results of the analysis provided by the CampusIQ Services.
5. Support Services. CampusIQ will provide the following support services to School: (i) email response time of 48 hours or less, and (ii) basic troubleshooting regarding errors. CampusIQ will assign to School a representative that will work closely with the School's objectives. Any questions, strategy, feedback, or otherwise will be directed through this representative. The CampusIQ representative and School will meet periodically, as set forth in the applicable Order or as otherwise agreed, to address any concerns, review results and discuss any other types of strategy or feedback as required.
6. Press Release. School and CampusIQ agree to allow each other the ability to create a press release. Both School and CampusIQ may obtain quotes or other information from the other. In both cases, each party has the right to modify the press release before it is released.
7. The Services are designed for occupancy and utilization measures, and do not require School to disclose names, student identification numbers, rosters, grades, coursework or Learning Management System data. Student Success services, including services involving Learning Management System (LMS) data, Student Information System (SIS) data, class attendance, library usage, student behavior, at-risk predictions, Education Records, or other student-level data, are outside the scope of the Services under this Agreement unless expressly identified in an applicable Order. Any such Student Success services will be subject to the Student Success Product Addendum when such Addendum is attached to, incorporated by reference into, or otherwise made applicable to the applicable Order by the Parties.
School Responsibilities.
1. System Data. During the Initial Term (defined below), CampusIQ and School will use commercially reasonable efforts to enable integration and access by CampusIQ to School's and each Campus's wireless network logs and wireless network management or controller systems, space inventory and floor plan data, and such facilities, scheduling, building management, sensor, ERP and other related systems as are expressly identified in an Order (collectively, "Data Systems"). School will be responsible for obtaining any required consents to enable such integration and access and will provide or obtain a license to CampusIQ for all information accessible by CampusIQ within the Data Systems. School retains ownership of all data in the Data Systems.
2. CampusIQ's Performance. School understands that CampusIQ's performance hereunder is dependent on School's timely and effective performance of School's tasks and responsibilities specified hereunder and timely decisions and approvals by School. CampusIQ shall be entitled to rely on all decisions and approvals of the School in connection with its provision of the Services to School.
Intellectual Property.
1. Intellectual Property Rights. For the purposes of this Agreement, "Intellectual Property Rights" means patents and other patent rights (including patent disclosures and applications and patent divisions, continuations, continuations-in-part, reissues, and extensions thereof); copyrights and other rights in works of authorship (including software and including registered and unregistered copyrights and unpublished works of authorship); moral rights; trade secrets; know-how; trademarks and service marks (including registered and unregistered); and all other forms of tangible or intangible work, invention, improvement, discovery, process, writing, design, model, drawing, photograph, report, formula, pattern, device, compilation, database or computer program, whether or not protectable under Title 17 of the U.S. Code and whether or not patentable or otherwise protectable under Title 35 of the U.S. Code and whether or not protectable or patentable under similar laws worldwide.
2. CampusIQ Intellectual Property. Except as specifically set forth in this Agreement, all Intellectual Property Rights in and to the CampusIQ Services, the CampusIQ Data, and the Reports are and shall remain the sole and exclusive property of CampusIQ. Without limiting the foregoing, CampusIQ will retain exclusive ownership of (i) all of CampusIQ's know-how, concepts, techniques, methodologies, ideas, templates, software, interfaces, utilities and tools, (ii) all updates, modifications, improvements, enhancements and derivative works of the CampusIQ Services conceived, discovered, developed or reduced to practice, solely or in collaboration with others, during the course of performance of the Services, and (iii) in each case, all related Intellectual Property Rights. If School or any of its Authorized Users submits comments, suggestions, or other feedback regarding the CampusIQ Services to CampusIQ ("Feedback"), School agrees that CampusIQ will own all Intellectual Property Rights to such Feedback without accounting or obligation to School.
3. School Intellectual Property. Except as specifically set forth in this Agreement, all Intellectual Property Rights in and to the School Data and the Marks (defined below) are and shall remain the sole and exclusive property of School.
4. License to Reports. Subject to the payment of the applicable Charges, CampusIQ grants to School a perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use, display and create derivative works of the Reports for the applicable School academic year for School's internal business and educational purposes.
5. Trademark License. School hereby grants to CampusIQ a non-exclusive, non-transferable (except as provided in Section 9(c)) license during the Term to use the trademarks, logos and associated branding provided by School to CampusIQ (the "Marks") in order to provide the Services to School, including for display within the CampusIQ Services. CampusIQ's use and display of the Marks will comply with the branding guidelines provided in writing by School from time to time.
6. Reference. School acknowledges that CampusIQ may refer to School as a customer of CampusIQ and include the Marks and information regarding School's use of the CampusIQ Services in CampusIQ's marketing materials, list of customers and on CampusIQ's website.
7. Reservation of Rights. Each Party reserves all Intellectual Property Rights not expressly granted to the other Party in this Agreement. Except as expressly stated, nothing herein shall be construed to directly or indirectly grant to a receiving Party any right, title or interest in a providing Party's Intellectual Property Rights in services or materials furnished by such providing Party hereunder.
Orders, Charges and Payment.
1. Orders. To obtain access to the Services for a campus within School (each, a "Campus"), Campus shall submit an order to CampusIQ identifying the applicable Campus (each, an "Order"). Each Order shall set forth the fees to be paid by School for access to the Services by such Campus (the "Charges"), the duration of access for the applicable Campus ("Access Period"), and other applicable business terms. The School itself shall also maintain an Order that governs each Campus's Order ("Initial Term"). No Order shall be binding upon CampusIQ unless signed by an authorized representative of CampusIQ.
2. Charges. Within five business days of the execution of each Order, CampusIQ will invoice School for the applicable Charges under such Order.
3. Payment Terms. All amounts due hereunder shall be paid in U.S. dollars. Unless expressly agreed to by the Parties in writing, all amounts shall be due and payable within thirty (30) days of the date of invoice. Any invoice remaining unpaid for more than thirty (30) days from receipt shall accrue interest at a rate of the lesser of one percent (1.0%) per month, or the highest rate allowed by law.
4. Taxes. The Charges payable under this Agreement shall not include local, state or federal sales, use, value-added, excise or personal property or other similar taxes or duties, and any such taxes shall be assumed and paid by School, except those taxes based on the net income of CampusIQ.
Confidentiality.
1. Definition. As used in this Agreement, "Confidential Information" shall mean any confidential or proprietary information (i) related to a Party's business or operations, customers, suppliers, subscribers, finances, or (ii) other information received by a Party by virtue of that Party's relationship with the other Party including, but not limited to, finances, marketing plans, business opportunities, personnel, research, development, customer data, or know-how. For the avoidance of doubt, all such Confidential Information relating to the CampusIQ Services shall be deemed to be the Confidential Information of CampusIQ. In addition, all School Data shall be deemed to be the Confidential Information of School.
2. Exclusions. Confidential Information does not include information which (a) is rightfully received by the receiving Party from a third party without restriction, (b) is known to or developed by the receiving Party independently without use of the Confidential Information, (c) is or becomes generally known to the public by other than a breach of duty hereunder by the receiving Party, (d) has been approved in advance for release by written authorization of the non-disclosing Party, or (e) is required to be disclosed under an applicable public records or freedom of information law to which School is subject; provided that, to the extent legally permitted, School shall give CampusIQ prompt written notice of any such request and cooperate with CampusIQ's reasonable efforts to seek a protective order or otherwise limit disclosure.
3. Non-Use and Non-Disclosure. The receiving Party shall not disclose the disclosing Party's Confidential Information to any third party (other than as set forth herein) and may only use the disclosing Party's Confidential Information for the intended business purpose related to this Agreement and for the benefit of the disclosing Party, provided that CampusIQ shall be free to use its general knowledge, skills and experience, and any ideas, concepts, know-how, and techniques that are acquired or used in the course of performing its obligations hereunder. Both Parties shall protect Confidential Information of the other Party from disclosure or misuse by using the same degree of care as for their own confidential information of like importance, but shall at least use reasonable care. Further, both Parties agree to have each of their employees or agents with access to any Confidential Information agree to be bound by an enforceable agreement that ensures the protection of the Confidential Information from disclosure. It is understood that said Confidential Information shall remain the sole property of the disclosing Party unless otherwise expressly set forth herein.
4. Disclosure Required by Law. Notwithstanding Subsection 5(c) above, a receiving Party may disclose the other Party's Confidential Information if the information is required by law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized government agency, provided that the receiving Party must give the disclosing Party prompt written notice and obtain or allow for a reasonable effort by the disclosing Party to obtain a protective order prior to disclosure.
Representations and Warranties; Disclaimers.
1. General Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it has the full corporate right, power, and authority to enter into this Agreement and to perform the obligations and duties hereunder; (ii) the execution of this Agreement, and the performance of the obligations and duties hereunder, do not and will not violate any agreement to which a Party is otherwise bound; (iii) when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of both Parties, enforceable against the other Party in accordance with its terms; and (iv) each Party acknowledges that the other Party makes no representations, warranties, or agreements related to the subject matter hereof which are not expressly provided for in this Agreement.
2. School Data. School represents and warrants that none of the School Data or any other information provided by School to the Services infringes the Intellectual Property Rights of any third party or otherwise violates applicable law.
3. Consents and Approvals. School hereby represents and warrants that it has obtained, and covenants to obtain, all required consents or approvals that are necessary to allow CampusIQ to collect, process, use and store School Data and to provide the Services. CampusIQ's performance hereunder is specifically conditioned on School's receipt of such consents and approvals.
4. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 6, CAMPUSIQ MAKES NO OTHER WARRANTIES CONCERNING THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMPUSIQ DOES NOT WARRANT THAT THE SERVICES OR THE CAMPUSIQ DATA WILL MEET ALL OF SCHOOL'S REQUIREMENTS OR THAT THE CAMPUSIQ DATA WILL BE ERROR-FREE, AS THE CAMPUSIQ DATA IS DERIVED FROM SCHOOL'S NETWORK INFRASTRUCTURE AND SCHOOL DATA.
Term and Termination.
1. Term. Unless terminated earlier as set forth herein, the term of each Order shall be effective as of the earlier of (i) the Effective Date and (ii) the date on which School first registered to use the Services, and shall continue until the conclusion of the Access Period set forth in the Order. The term of this Agreement shall extend from the Effective Date until the termination of all Orders (the "Term").
2. Termination; Suspension. Each Party shall have the right to terminate this Agreement or any Order if the other Party commits a material breach of this Agreement or any Order and does not cure such breach within thirty (30) days after receiving written notice of such breach from the non-breaching Party, provided that in the event a material breach relates only to a particular Order, the non-breaching Party may only terminate such Order. Additionally, CampusIQ may also (at its discretion and in addition to other remedies it may have) suspend or terminate School's and its Authorized Users' access to the Services at any time for any reason, including without limitation if CampusIQ believes in good faith that School may have violated a law or restriction in this Agreement.
3. Effect of Termination. Upon termination or expiration of this Agreement for any reason, School's and its Authorized Users' rights to access and utilize the Services shall immediately terminate, except as otherwise provided herein. Following termination or expiration, CampusIQ shall delete School Data from its production systems, except for (i) copies retained on routine backup or archival media, which shall be deleted in the ordinary course of CampusIQ's data retention practices, (ii) School Data that CampusIQ is required to retain under applicable law, and (iii) aggregated, anonymized or de-identified data that does not identify School, any Campus, or any individual. Any retained copies shall remain subject to Section 5 for so long as they are retained. Upon School's written request made within thirty (30) days following termination or expiration, CampusIQ shall provide written certification of such deletion. Sections 1(c), 3(a)-3(d), 3(g), 4 (as to amounts owed as of termination), 5, 6, 7, 8 and 9 shall survive termination or expiration of this Agreement.
Limitations of Liability; Indemnification.
1. Limitation of Liability. EXCEPT WITH RESPECT TO THE MATTERS DESCRIBED IN THE FOLLOWING SENTENCE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY AND OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES FOR LOST REVENUE, LOST PROFITS OR LOSS OF BUSINESS OPPORTUNITIES; AND (II) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL CHARGES PAID OR PAYABLE BY SCHOOL UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO SCHOOL'S PAYMENT OBLIGATIONS UNDER SECTION 4, EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8(B), A BREACH OF SECTION 5, OR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD; PROVIDED THAT EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR A BREACH OF SECTION 5 SHALL NOT EXCEED THREE (3) TIMES THE TOTAL CHARGES PAID OR PAYABLE BY SCHOOL UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and its affiliates and their respective directors, officers, employees and agents (collectively, the "Indemnified Parties") against all claims and all losses, liabilities, damages, fines, and penalties paid or payable to or for the benefit of any third party asserting a claim (including such third party's successors and assigns) pursuant to any settlement, judgment or award with respect to such claim (including taxes), and all related costs and expenses (including reasonable legal fees and disbursements and out-of-pocket costs of investigation, experts, litigation, settlement, judgment, interest and penalties) arising out of or related to the indemnifying Party's breach of its representations and warranties set forth in Section 6. In addition, CampusIQ shall indemnify, defend and hold harmless School from and against any third-party claims alleging that the Services infringe such third party's intellectual property rights, provided that CampusIQ shall have no obligation to the extent such claim arises from School Data or School's misuse of the Services.
General Provisions.
1. Governing Law. The interpretation and enforcement of this Agreement, and all claims arising hereunder whether in contract, tort or otherwise, will be governed by the laws of the State of Texas, without giving effect to provisions related to choice of laws or conflict of laws.
2. Force Majeure. Except for the failure to make payments, neither Party will be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay or other causes beyond the non-performing Party's reasonable control and not caused by the negligence of the non-performing Party, and provided that such delay cannot reasonably be circumvented by the non-performing Party through the use of commercially reasonable alternate sources, workaround plans or other commercially reasonable means; provided, further, that the non-performing Party promptly notifies the other Party of the delay and the cause thereof and promptly resumes performance as soon as it is possible to do so.
3. Assignment. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by a Party without the express written consent of the other Party; provided, however, that either Party may assign this Agreement without such consent in the case of assignment in connection with a reorganization, merger, acquisition, sale of all or substantially all of such Party's assets related to this Agreement or similar transaction. Any purported assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.
4. Arbitration. Any dispute, controversy or claim arising out of this Agreement will be settled by binding arbitration pursuant to the Commercial Rules of the American Arbitration Association ("Rules") then in effect. Notwithstanding those Rules, the following provisions will apply to such arbitration: (i) Texas law shall apply; (ii) the arbitration will be conducted by a single arbitrator; however, at the request of either Party, a panel of three arbitrators will conduct the arbitration, with one arbitrator chosen by each of the Parties and the third appointed by the other two arbitrators. If the Parties are unable to agree upon a single arbitrator, or the third arbitrator in case of a panel of three, such single or third arbitrator (as the case may be) shall be appointed in accordance with the Rules; (iii) the fees of the arbitrator(s) shall be equally borne (50/50) by School and CampusIQ; (iv) the Parties and the arbitrator(s) shall use reasonable, diligent efforts to complete the arbitration within 60 days after the appointment of the arbitrator(s); (v) the proceedings shall be in the English language and shall take place in Austin, Texas; (vi) all persons may participate in arbitration in person or by telephonic or electronic means, such as video conference; however, the failure to appear in person shall not be held against any Party or its counsel; and (vii) the arbitrator(s) shall reach a binding decision regarding the issues presented as it deems fair, reasonable and appropriate, and such decision shall have the full force and effect of a binding judgment, which may be entered and/or transcribed in any court having proper jurisdiction.
5. Other Remedies. In addition to the right to terminate this Agreement, each Party reserves all rights and remedies available to that Party under law or equity, including the right to seek damages and injunctive relief for breach or threatened breach of this Agreement by the other Party. Notwithstanding Section 9(d), each Party may seek injunctive relief in any court of competent jurisdiction.
6. Compliance with Applicable Law. Each Party agrees to comply with all municipal, local, state, federal, and international trade laws, codes, rules, ordinances and regulations, as applicable to such Party in the conduct of its business.
7. Independent Contractors. In performing their respective duties under this Agreement, each of the Parties will be operating as an independent contractor. Nothing contained herein will in any way constitute or be deemed to have created any franchise, association, partnership, or joint venture between the Parties hereto, or be construed to evidence the intention of the Parties to establish any such relationship. Neither Party shall represent itself as an agent, legal representative, or partner of the other Party, and shall not assume or purport to create any obligation on behalf of the other Party except as expressly stated in this Agreement. Each Party shall bear its own expenses incurred in the negotiation and execution of this Agreement.
8. Entire Agreement. This document, including all Orders, addenda, schedules and exhibits hereto, contains the entire agreement and understanding between the Parties concerning the subject matter of this Agreement. Neither Party is relying on any statements made by the other Party outside of this document. Each Party is relying on its own judgment and the advice of its advisors in connection with this Agreement. This document supersedes all prior communications, discussions, negotiations, proposed agreements, letters of intent, and all other agreements, whether written or oral, excepting solely all prior confidentiality and nondisclosure agreements to the extent they are not expressly superseded by this Agreement. Except as specifically provided herein, this Agreement may be amended only by written agreement signed by authorized representatives of both Parties. It is the express intent of the Parties that this Agreement and any amendment thereto shall be interpreted solely by reference to their written terms. Any handwritten or typed changes to this Agreement must be initialed by both Parties in order to become effective.
9. Waiver. The waiver of any breach or default will not constitute a waiver of any other right in this Agreement or any subsequent breach or default. No waiver shall be effective unless in writing and signed by an authorized representative of the Party to be bound. Failure to pursue, or delay in pursuing, any remedy for a breach shall not constitute a waiver of such breach.
10. Notices. Any notice or other writing required or desired to be given or made pursuant to this Agreement shall be in writing, and shall be deemed to have been given and received, and to be effective for all purposes, the third business mail day after having been mailed via certified or registered United States mail in an envelope properly stamped and addressed to the proper Party at its registered office or, alternatively, when faxed or emailed to the notice information identified in the applicable Order, if the sender has confirmation of such fax or email, respectively, having been received.
11. Severability. In the event that it is determined by a court of competent jurisdiction as a part of a final non-appealable judgment that any provision of this Agreement or part thereof is invalid, illegal, or otherwise unenforceable, such provision will be enforced or reformed as nearly as possible in accordance with the stated intention of the Parties, while the remainder of this Agreement will remain in full force and effect.
12. Construction. This Agreement has been negotiated by the Parties and their respective counsel. This Agreement will be interpreted in accordance with its terms and without any strict construction against either Party. Ambiguity will not be interpreted against the drafting Party. The captions and headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
13. Counterparts. This Agreement may be executed in separate counterparts and shall become effective when the separate counterparts have been exchanged between the Parties. This Agreement may be executed by facsimile or electronic signature. A facsimile or electronic reproduction of this Agreement may be executed by either Party, and such execution by both Parties shall be considered valid and binding for all purposes.