If you purchase the Veritone DMH Application and corresponding Services (“Veritone Solutions” as defined below) you agree to the following Professional Services Agreement (the “Agreement”). This Agreement is made and entered into effective as of the day of purchase by and between the buyer or purchaser of Veritone Applications (“Company”) and Veritone, Inc., a Delaware corporation (“Veritone”) through Amazon Web Services (“AWS”). For the purposes of this Agreement, “Veritone” and “Company” shall be deemed to include their respective parents, subsidiaries and affiliates.

WHEREAS, Veritone is engaged in the business of designing, developing and providing AI-based cognitive computing and data analytics technologies and solutions, including, among others, the implementation, configuration, and integration of the Veritone DMH application (the “Veritone Solutions”); and

WHEREAS, Company desires to contract with Veritone for professional consulting services, which may include, without limitation, technology assessment, project planning, configuration, implementation, training and/or other services related to the licensing and/or implementation of the Veritone Solutions.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:

Services Veritone will provide professional consulting services to Company (the “Services”) at a rate of $250 per hour. A separate Statement of Work may be executed between Veritone and Company to set forth additional details with respect to the Services to be performed thereunder, including: (a) detailed descriptions of the scope of work and any associated deliverables, (b) the project schedule, (c) the professional fees and expenses, and (d) other project-specific terms and conditions applicable to such Services. Upon execution by both parties, a Statement of Work shall become a part of and incorporated by reference into and shall be governed by this Agreement.
Compensation.
1. Fees. Company shall pay to Veritone fees of $250 per hour for the Services or as set forth in each applicable Statement of Work.
2. Expenses. Company shall reimburse Veritone for reasonable out-of-pocket expenses incurred by Veritone in connection with the performance of the Services hereunder including travel, lodging and per diem costs.
3. Invoicing and Payment Terms. If a milestone or other payment schedule is specified in the Statement of Work, Veritone will invoice Company for the Services in accordance with such schedule. If a payment schedule is not specified, Veritone shall submit invoices to Company on a monthly basis for fees for all Services performed and all expenses incurred during the prior month. Unless otherwise specified in the Statement of Work, all invoices will be due and payable within thirty (30) days following the date of invoice. If Company fails to pay an invoice by its due date, Veritone may charge interest at the lesser of 1.5% or the maximum permissible rate per month on any undisputed outstanding balance, and Veritone may suspend the Services until such outstanding balances are paid.
4. Taxes. Company will be responsible for the payment of all taxes and other charges associated with this Agreement (other than taxes based on Veritone’s net income) including, but not limited to, sales or use taxes, personal property taxes, import duties, taxes on telecommunication services or data processing services, or similar governmental charges that may be assessed by any jurisdiction, whether based on gross revenue or delivery of products and services. If Veritone is required to pay any such taxes directly, Company shall reimburse Veritone for such amounts paid upon receipt of an invoice from Veritone.
Staffing; Work Environment; System Access.
1. Personnel. Unless otherwise specified in a Statement of Work, Veritone reserves the right to determine which of its personnel or subcontractors shall be assigned to perform the Services, in Veritone’s reasonable judgment based on the nature of the Services, and to replace or reassign such personnel during the term of this Agreement and the applicable Statement of Work; provided, however, that Veritone will, depending on the nature of the Services and subject to scheduling and staffing considerations, attempt to honor Company’s request for specific individuals.
2. Work Environment; System Access. In the event that Veritone’s employees are assigned to physically work on Company’s premises, Company shall provide to Veritone’s employees a work environment consistent with the work environment provided to Company’s employees, including reasonable work space, supplies, equipment and telecommunications services, to enable Veritone to perform its obligations under this Agreement and any Statement of Work. In the event that Veritone will have access to the Company’s computer networks and systems, Veritone agrees to comply with reasonable system security procedures communicated by Company to Veritone in writing and to limit access to such systems to those of Veritone’s employees requiring access to perform the Services.
Company Responsibilities. Company agrees that Veritone’s performance under each Statement of Work is dependent upon the timely and effective satisfaction of Company’s responsibilities and upon Company’s timely decisions, reviews and approvals. In the event of any material delay by Company, Veritone shall be released from any obligation or scheduled deadline affected by such delay. Company shall be responsible for payment of any additional fees incurred by Veritone in order to meet a specific obligation or deadline despite Company’s delay.
Confidentiality.
1. Confidential Information. In connection with the Services, each party (the “receiving party”) may receive or gain access to information of or relating to the business, technologies, products and/or services of the other party (the “disclosing party”) or the disclosing party’s vendors, service providers and/or customers, which is of a confidential and/or proprietary nature (“Confidential Information”). Confidential Information may include, but is not limited to, trade secrets, know-how, inventions, techniques, processes, programs, schematics, software source code, algorithms, data, technology roadmaps, and sales and marketing plans, and any other information which the receiving party knows or has reason to know is, or which by its nature would reasonably be considered to be, confidential, proprietary or trade secret information. Without limiting the foregoing, Confidential Information of Veritone shall include all information, technology and concepts pertaining to the Veritone Solutions and all associated hardware, software and/or firmware components. Notwithstanding any provision of this Agreement, Confidential Information shall not include information that the receiving party can demonstrate: (i) was independently developed by or for the receiving party without use of or reference to the disclosing party’s Confidential Information, in whole or in part, as demonstrated by written evidence; (ii) is or becomes generally available to the public without breach of confidentiality obligations by the receiving party; (iii) was in the receiving party’s possession or was known by the receiving party without restriction at the time of disclosure by disclosing party, as demonstrated by written evidence; or (iv) is lawfully received by the receiving party on a nonconfidential basis from a third party without breach by such third party of any legal, contractual, or fiduciary obligation to the disclosing party.
2. Confidentiality Obligations. The receiving party (i) will hold the Confidential Information in strict confidence and use its best efforts to prevent the unauthorized disclosure of the Confidential Information; (ii) will not disclose the Confidential Information in any manner whatsoever, except as required by applicable law, regulation or legal process, and only after compliance with subparagraph (d) below; (iii) will use the Confidential Information only in connection with its performance of this Agreement; (iv) will not copy (except as reasonably required for the performance of this Agreement), reproduce, modify, alter, disassemble, reverse engineer or decompile any of the Confidential Information; and (v) will provide access to the Confidential Information to only those of its employees, contractors, representatives and agents (collectively, “Representatives”) who have a need to know the Confidential Information in connection with this Agreement or the applicable Statement of Work and who have agreed to act in accordance with this Agreement. Each party agrees to use reasonable efforts to cause its Representatives to observe the terms of this Agreement, and each party will be responsible for any breach of this Agreement by any of its Representatives. Upon request by the disclosing party, the receiving party agrees to return to the disclosing party all Confidential Information (including all copies, extracts and summaries thereof) in the receiving party’s possession.
3. Term of Obligations. The obligations of confidentiality and restrictions on use of Confidential Information under this Agreement shall continue (i) for Confidential Information that relates to the Veritone Solutions, constitutes software or is identified as a trade secret at the time of disclosure, unless and until one of the exceptions set forth in subparagraph 5(a) applies to such Confidential Information; and (ii) for all other Confidential Information, for a period of three (3) years following the date of disclosure of such Confidential Information.
4. Required Disclosures. In the event that either party or any of its Representatives are requested pursuant to, or required by, applicable law, regulation or legal process to disclose any of the Confidential Information, such party will notify the other party promptly in writing of such request or requirement, so that the other party may seek a protective order or other appropriate remedy. In the event that no such protective order or other remedy is obtained, such party will furnish only that portion of the Confidential Information which it is reasonably advised by its counsel is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information to the extent possible.
5. Remedies. Each party, as a receiving party, acknowledges that the unauthorized use or disclosure of Confidential Information would cause irreparable harm to the disclosing party and that remedies at law would be inadequate to protect the disclosing party against any actual or threatened breach of receiving party’s obligations hereunder. Without prejudice to any other rights and remedies otherwise available, each party agrees that, in the event of any actual or threatened breach of the receiving party’s obligations under this Section 5, the disclosing party shall be entitled to seek injunctive relief.
Ownership and License of Intellectual Property.
1. Veritone Intellectual Property. As between Veritone and Company, Veritone shall retain all right, title and interest in and to all proprietary information and intellectual property created, conceived or developed by Veritone, its employees or contractors (either independently or with input and/or feedback from Company), including, but not limited to, software applications, software source code, algorithms, designs, drawings, electrical schematics, specifications, techniques, processes, methods, “know-how,” and all copyrights, patents, trade secrets, trademarks, trade names, and other proprietary rights associated therewith, including but not limited to those that are (i) related to the Veritone Solutions (including all hardware, software and firmware components thereof), and/or any modifications, customizations or enhancements thereto and derivative works thereof (collectively, “Modifications”), (ii) created, conceived, developed and/or used in the performance of the Services hereunder, and/or (iii) contained in or constitute any Deliverables (as defined below) (collectively, the “Veritone Intellectual Property”). Except as expressly provided herein, nothing contained herein shall be construed as a grant to Company of any right in or to the Veritone Intellectual Property.
2. Company Intellectual Property. As between Veritone and Company, Company shall retain all right, title and interest in and to all proprietary information and intellectual property created, conceived or developed by Company, its employees or contractors, including but not limited to, software applications, software source code, algorithms, designs, drawings, electrical schematics, specifications, algorithms, techniques, processes, methods, “know-how,” and all copyrights, patents, trade secrets, trademarks, trade names, and other proprietary rights associated therewith, including but not limited to those that are furnished to Veritone for use in the performance of the Services hereunder (collectively, the “Company Intellectual Property”). Except as expressly provided herein, nothing contained herein shall be construed as a grant to Veritone of any right in or to the Company Intellectual Property.
3. License to Veritone Intellectual Property. Veritone may perform Services which result in deliverables as described in each Statement of Work, such as reports, data, diagrams, plans, conclusions, recommendations, materials and other work results (the “Deliverables”). Company shall not use the Deliverables or any Veritone Intellectual Property to provide consulting, design, development, programming or any other services to any third party, or for any purpose except as expressly stated herein. Company shall not license, sublicense, resell, or otherwise transfer the Deliverables or any Veritone Intellectual Property to any third party without Veritone’s prior written consent. Notwithstanding anything stated to the contrary in this Agreement or in any Statement of Work (including but not limited to any reference to or characterization of the Veritone Solutions or any Modifications as deliverables under a Statement of Work), the parties expressly acknowledge and agree that the Veritone Solutions and any Modifications to the Veritone Solutions shall be the sole property of Veritone (notwithstanding any input or feedback provided by Company to Veritone) and shall not be deemed Deliverables hereunder, that the foregoing shall not be construed as a grant of any right or license in or to the Veritone Solutions or any Modifications, and that any licensing of the Veritone Solutions and any Modifications by Veritone to Company shall be pursuant to a separate license agreement executed by the parties.
4. License to Company Intellectual Property In performing the Services hereunder, Veritone may require use of Company Intellectual Property. During the term of this Agreement, Company grants to Veritone a limited, royalty-free, nonexclusive, nontransferable, worldwide license to use the Company Intellectual Property furnished to Veritone for the purpose of performing the Services hereunder. Veritone shall not use the Company Intellectual Property to provide consulting, design, development, programming or any other services to any third party, or for any purpose except as expressly stated herein. Veritone shall not license, sublicense, resell, or otherwise transfer the Company Intellectual Property to any third party without Company’s prior written consent.
Representations and Warranties.
1. Mutual Warranties. Each party represents and warrants to the other party that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation, and has full power, rights and authority to enter into this Agreement and carry out its obligations hereunder; (ii) the person executing this Agreement is authorized to do so on its behalf; and (iii) the execution, delivery and performance of this Agreement by such party, and the grant of the rights granted by such party to the other party hereunder, do not conflict with any other agreement, instrument or understanding to which it is a party or by which it may be bound, or violate any applicable law, rule or regulation.
2. Services Warranty; Disclaimer. Veritone warrants to Company that the Services will be performed in a good and workmanlike manner by personnel possessing competency that is (i) consistent with applicable industry standards, and (ii) sufficient to perform the Services properly. EXCEPT AS EXPRESSLY PROVIDED HEREIN, VERITONE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT AS TO ANY MATTER WHATSOEVER, INCLUDING THE SERVICES, THE DELIVERABLES AND THE VERITONE SOLUTIONS.
Indemnification.
1. General Indemnity. To the fullest extent allowed by law, each party (the “indemnifying party”) will defend, indemnify and hold harmless the other party and its directors, officers, employees, contractors and agents (collectively, the “indemnified party”) from and against any and all losses, liabilities, damages, judgments, awards and costs (including legal fees and expenses) resulting from third party claims brought against the indemnified party to the extent arising from (i) the gross negligence or willful misconduct of the indemnifying party in its performance of this Agreement, (ii) bodily injury, death or property damage caused by the indemnifying party, or (iii) violation of any law, rule or regulation by the indemnifying party.
2. Infringement Indemnity. Veritone will, at its expense, defend, indemnify and hold harmless Company from and against any and all losses, liabilities, damages, judgments, awards and costs (including legal fees and expenses) resulting from a claim brought against Company by a third party that the Services or the Deliverables infringe any U.S. patent or copyright of such third party. The foregoing indemnity shall not apply to the extent the infringement arises from Veritone’s compliance with any of Company’s designs, specifications or instructions in performing the Services, or from any modifications of the Services or the Deliverables by Company or any other party which were not approved in writing by Veritone. In the event that the Services or the Deliverables are found to be infringing, Veritone shall either (at its option): (i) re-perform the Services or modify the Deliverables so as not to infringe such third party rights, (ii) acquire from that third party the right to incorporate its intellectual property into the Services or the Deliverables at no expense to Company, or (iii) if neither of the foregoing options (i) or (ii) are reasonably practicable, require that Company cease use of and return the Deliverables to Veritone and refund Company for the amounts paid therefor. THIS SECTION STATES VERITONE’S SOLE RESPONSIBILITY AND LIABILITY, AND COMPANY’S SOLE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT BY THE SERVICES OR THE DELIVERABLES OF ANY INTELLECTUAL PROPERTY RIGHT. THIS SECTION IS IN LIEU OF AND REPLACES ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES AGAINST INFRINGEMENT. Company will, at its expense, defend, indemnify and hold harmless Veritone from and against any and all losses, liabilities, damages, judgments, awards and costs (including legal fees and expenses) resulting from any actual or alleged infringement to the extent arising from Veritone’s compliance with any of Company’s designs, specifications or instructions, from any modifications to the Services or the Deliverables by Company or any other party which were not approved in writing by Veritone, or from any Company Intellectual Property furnished by Company to Veritone.
3. Conditions. The indemnifying party’s indemnification obligations under this Section 8 are conditioned upon the indemnified party: (i) giving prompt notice of any such claim to the indemnifying party (except that any delay or failure to do so shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party’s ability to defend against such claims is materially prejudiced thereby); (ii) granting sole control of the investigation, defense and settlement of such claim to the indemnifying party (provided that the indemnifying party shall not settle any claim without the indemnified party’s written approval unless such settlement includes an unconditional release of the indemnified party and does not impose any obligations on the indemnified party); and (iii) providing reasonable cooperation to the indemnifying party and, at the indemnifying party’s request and expense, assistance in the defense or settlement of the claim.
LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO (A) AMOUNTS FINALLY AWARDED OR SETTLED IN A THIRD PARTY CLAIM FOR WHICH A PARTY IS RESPONSIBLE TO INDEMNIFY THE OTHER PARTY HEREUNDER, (B) BREACHES OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, AND (C) COMPANY’S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT (1) INCLUDE ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR CLAIMS FOR LOSS OF BUSINESS OR PROFITS, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, REGARDLESS OF THE FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE, OR (2) EXCEED THE TOTAL AMOUNTS PAID BY COMPANY TO VERITONE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
Compliance with Laws. Each party agrees to comply with all applicable laws, rules and regulations of the United States Government and of any other duly constituted governmental authority having jurisdiction over such party, to the extent applicable to activities under this Agreement. Without limiting the generality of the foregoing, neither party shall use or export, re-export or otherwise transfer any Confidential Information, Deliverables or the Veritone Solutions except as authorized under applicable export laws and regulations. In particular, but without limitation, in no event shall Company (a) use the Veritone Solutions, Deliverables, or Confidential Information of Veritone for any of the end use activities restricted under Part 744 of the U.S. Export Administration Regulation or any equivalent end-use based restrictions; or (b) directly or indirectly export, re-export, divert or transfer the Veritone Solutions, Deliverables, or Confidential Information of Veritone to any person, entity and/or country for which the export, re-export, diversion or transfer is restricted by U.S. or other applicable export laws and regulations, in each case without first obtaining written authorization from the applicable government agency, if required.
Non-Solicitation. Company agrees that, during the term of this Agreement and for a period of one year thereafter, it will not, directly or through its Representatives, solicit for employment any employee of Veritone who first became known to Company in connection with the Services; provided, however, that the foregoing provision will not prevent Company from placing general advertisements for employment which are not specifically directed to, or intended to encourage response from, Veritone’s employees.
Term and Termination.
1. Term. The term of this Agreement shall commence on the Effective Date and shall continue until terminated as provided herein. The term applicable to provision of specific Services, and any termination provisions related thereto, shall be governed by the applicable Statement of Work.
2. Termination for Convenience. Either party may terminate this Agreement for any reason or no reason by providing at least sixty (60) days prior written notice to the other party. Any Statements of Work that are outstanding at the time of any such termination shall remain in effect and continue to be governed by the terms of this Agreement until each party has fully performed its obligations thereunder, unless otherwise terminated in accordance with the specific termination provisions (if any) applicable to each Statement of Work.
3. Termination for Breach. Either party may suspend its performance under or terminate this Agreement or any Statement of Work immediately upon written notice at any time if: (i) the other party is in material breach of any warranty, term, condition or covenant of this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach, or such longer period as may reasonably be required to cure such breach, so long as the other party promptly commences such cure and diligently pursues it to completion; or (ii) the other party shall be adjudicated bankrupt or shall petition for or consent to any relief under any bankruptcy, reorganization, receivership, liquidation, compromise, or any moratorium statute, whether now or hereafter in effect, or shall make an assignment for the benefit of its creditors, or shall petition for the appointment of a receiver, liquidator, trustee or custodian for all or a substantial part of its assets, or if a receiver, liquidator, trustee or custodian is appointed for all or a substantial part of its assets and is not discharged within thirty (30) days after the date of such appointment.
4. Obligations upon Termination. In the event of any termination of this Agreement or any Statement of Work, Company will pay Veritone all fees for Services performed, and all expenses incurred, through the effective date of termination.
General.
1. Relationship of the Parties. Veritone shall operate strictly as an independent contractor and not as an employee or agent of Company. Company shall have no right to control or direct the details and means by which Veritone accomplishes the Services hereunder except to require compliance with the terms of this Agreement and applicable law. Nothing contained in this Agreement shall create or imply an agency relationship between Veritone and Company, nor shall this Agreement be deemed to constitute a joint venture or partnership between Veritone and Company. Neither party shall have the authority to make commitments or enter into contracts on behalf of, bind, or otherwise obligate, the other party except as defined in this Agreement.
2. Notices. All notices and other communications pursuant to this Agreement shall be in writing and deemed to be sufficient if contained in a written instrument and shall be deemed given if delivered personally, via facsimile, via email, sent by nationally-recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, addressed to the party at the address set forth on the signature page to this Agreement, or at such other address for such party as shall be specified by like notice. All such notices and other communications shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of facsimile or email, when the party receiving such copy or email shall have confirmed receipt of the communication, (iii) in the case of delivery by nationally-recognized overnight courier, on the business day following dispatch, and (iv) in the case of mailing, on the third business day following such mailing.
  Notices can be sent to:
  
        Veritone, Inc.
        Attn: GLC
        5291 California Ave.
        Ste. 350
        Irvine, CA 92617
        Email: info@veritone.com
3. Governing Law; Attorney’s Fees. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The parties agree that jurisdiction and venue for any actions relating to this Agreement will be in the state or federal courts located in the County of Orange, State of California. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in County of Orange, State of California, for the adjudication of any dispute hereunder or in connection herewith and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper. In the event any legal action or proceeding is initiated with respect to or under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and related costs from the non-prevailing party.
4. Voluntary Agreement. The parties have entered into this Agreement freely and voluntarily, with a full understanding of its terms, and after having had full opportunity to secure independent advice and counsel.
5. Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign its rights and obligations under this Agreement without the consent of the other party to an entity controlling, controlled by, or under direct or indirect common control with such party or in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets to which this Agreement relates.
6. Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective successors and assigns (if such assignment was properly made pursuant to this Agreement).
7. No Waiver. No waiver of any breach of any provisions of this Agreement shall be effective unless made in writing and signed by each of the parties to this Agreement. Each party agrees that no failure or delay by the other party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
8. Survival. Notwithstanding the expiration or termination of this Agreement or any renewal period hereunder, the parties agree that the terms of Sections 5, 6, 8, 9, 10, 11, 12(d) and 13 shall survive.
9. Severability. If one or more provisions or parts of this Agreement are declared invalid, illegal or unenforceable by a court with jurisdiction over the parties to this Agreement, the remaining provisions will nevertheless remain in full force and effect in such jurisdiction, unless such severance would frustrate the contractual intent of the parties.
10. Remedies. Except for remedies that are described herein as sole and exclusive remedies, no remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies.
11. Entire Agreement; Amendments. This Agreement (including the Statements of Work executed hereunder) embodies the entire understanding of the parties in relation to its subject matter, and supersedes all proposals, letters of intent or prior agreements, oral or written, and all other communications and representations between the parties relating to the subject matter of this Agreement and no other agreement or understanding, verbal or otherwise, relative to this subject matter exists between the parties at the time of execution of this Agreement. This Agreement may be amended only by a written agreement signed by both parties. Each of the Statements of Work executed hereunder shall be made a part of this Agreement and the terms of the Statements of Work executed hereunder will be fully binding on the parties.
12. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The parties agree that any facsimile or electronic signature shall be treated as if it were an original signature and neither party shall contest the validity of this agreement based on the use of facsimile or electronic signature.

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