Terms & Conditions
Services Agreement
This Services Agreement (“Agreement”) governs our customers use of and relationship with Monarch Services.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Definitions.
1.1 “Business Practices” shall mean information relating to business plans, financial information, products, services, methods, costs, sources of supply, advertising and marketing plans, customer lists, sales, profits, pricing methods and business relationships of Company.
1.2 “Confidential Information” shall mean any information of a confidential or proprietary nature pertaining to the Company or any of its subsidiaries, or to the business, operations, activities, products (including but not limited to the Platform) or services of the Company or any of its subsidiaries, whether or not reduced to writing or marked as confidential or proprietary and in any format or medium, that you, while you are employed by, or in a consulting relationship with, the Company, know of, learn of, have disclosed to you, have access to or develop or contribute to in whole or in part. Confidential Information includes, without limitation, the following: (i) any patents, copyrights and copyrightable material, trademarks, service marks, trade names, trade secrets, know-how, inventions, intellectual property in any form, improvements or discoveries (whether patentable or not and whether registered or not), or any application or license for any of the foregoing, whether acquired on or prior to the date hereof or subsequently hereafter; (ii) any plans, strategies, methods, models, processes, tactics and techniques (including business, product, service, marketing sales and distribution plans, methods and models); (iii) any information regarding litigation or negotiations; (iv) any financial information, cost and performance data and any debt arrangements, equity ownership or securities transaction information; (v) any technical information, technical drawings and designs, mask works, computer software, source and object code; (vi) any personnel information, personnel lists, resumes, personnel data, organizational structure, compensation information and performance evaluations; (vii) any current and/or prospective customer lists, contact information, service records, preference information, terms, and the like and any vendor or supplier information or terms; (viii) any information regarding the existence or terms of any agreement, arrangement or relationship between the Company or any of its subsidiaries and any other person or entity; (ix) the Business Practices and any other information or material relating to the business, operations or activities of the Company which is not generally known to others engaged in similar businesses or activities; and (x) any information or material that is the property of any other person or entity who or which has disclosed, delivered or given access to such information or material to the Company or any of its subsidiaries as a result of a relationship (contractual or otherwise) with the Company or any of its subsidiaries. Confidential Information shall not include any information or material of the type described herein to the extent that such information or material (1) is or becomes publicly known through no act on your part in violation of this Agreement, or (2) is required to be used or disclosed by applicable law or governmental order or process.
1.2 “Confidential Information” shall mean any information of a confidential or proprietary nature pertaining to the Company or any of its subsidiaries, or to the business, operations, activities, products (including but not limited to the Platform) or services of the Company or any of its subsidiaries, whether or not reduced to writing or marked as confidential or proprietary and in any format or medium, that you, while you are employed by, or in a consulting relationship with, the Company, know of, learn of, have disclosed to you, have access to or develop or contribute to in whole or in part. Confidential Information includes, without limitation, the following: (i) any patents, copyrights and copyrightable material, trademarks, service marks, trade names, trade secrets, know-how, inventions, intellectual property in any form, improvements or discoveries (whether patentable or not and whether registered or not), or any application or license for any of the foregoing, whether acquired on or prior to the date hereof or subsequently hereafter; (ii) any plans, strategies, methods, models, processes, tactics and techniques (including business, product, service, marketing sales and distribution plans, methods and models); (iii) any information regarding litigation or negotiations; (iv) any financial information, cost and performance data and any debt arrangements, equity ownership or securities transaction information; (v) any technical information, technical drawings and designs, mask works, computer software, source and object code; (vi) any personnel information, personnel lists, resumes, personnel data, organizational structure, compensation information and performance evaluations; (vii) any current and/or prospective customer lists, contact information, service records, preference information, terms, and the like and any vendor or supplier information or terms; (viii) any information regarding the existence or terms of any agreement, arrangement or relationship between the Company or any of its subsidiaries and any other person or entity; (ix) the Business Practices and any other information or material relating to the business, operations or activities of the Company which is not generally known to others engaged in similar businesses or activities; and (x) any information or material that is the property of any other person or entity who or which has disclosed, delivered or given access to such information or material to the Company or any of its subsidiaries as a result of a relationship (contractual or otherwise) with the Company or any of its subsidiaries. Confidential Information shall not include any information or material of the type described herein to the extent that such information or material (1) is or becomes publicly known through no act on your part in violation of this Agreement, or (2) is required to be used or disclosed by applicable law or governmental order or process.
For the avoidance of doubt, Confidential Information shall not include any intellectual property, trade secrets, know-how, inventions, data, methods, or other proprietary information that was owned or developed by you prior to the commencement of your engagement with the Company, or that is independently developed by you outside of the scope of services provided to the Company and without use of the Company’s Confidential Information (“Consultant Pre-Existing IP”). Consultant shall retain all right, title, and interest in and to any such Consultant Pre-Existing IP, subject to granting the Company a non-exclusive license to use such Consultant Pre-Existing IP solely as necessary for the Company to exploit any deliverables provided under this Agreement.
1.3 “Intellectual Property Rights” shall mean any or all proprietary rights, inventions, discoveries, trade secrets, patents, copyrights and any other work of authorship, trademarks, service marks, know-how, moral rights, mask works, ideas, processes, formulas, source and object codes, documentation, design documents, discoveries and any other intellectual property right existing under the laws of any governmental authority, domestic or foreign.
2. Services. Your consulting arrangement with the Company will commence on [ (“Commencement Date”). During the term of this Agreement, Consultant agrees to provide and perform, solely for the benefit of Company, those services set forth on the signed proposal as requested by Company from time to time in Company’s sole discretion (“Services”). Unless otherwise agreed to between the parties, Consultant shall provide Services to Company at the times set forth in Exhibit A. Consultant shall provide the Services with the highest degree of professional care and skill, including with any and all policies and standards of Company. Consultant shall comply with all applicable laws, rules and regulations of any jurisdiction in which Consultant is performing the Services, and shall at all times act in the best interests of Company.
3. Term and Termination of Agreement. This Agreement shall commence on the Effective Date and shall continue in full force and effect for the period outlined in Exhibit A. Company has the right to terminate this Agreement upon [60-day] written notice to Consultant in the event Consultant or any of his representatives breaches any term or condition of this Agreement.
4. Compensation and Payment. As consideration for the Services and for Consultant’s other obligations under this Agreement, Company agrees to compensate Consultant the fee(s) set forth in Exhibit A. Company shall remit payment monthly upon receipt of invoice. A 5% late fee will be charged if you fail to make the payment by the due date. Payments after the initial payment are net 30 day terms. Agreements that are less than 60 days long are required to be paid upfront.
5. Relationship of the Parties. The relationship of the Consultant to Company is that of an independent contractor, not an employee or agent of Company or any of its Affiliates (as defined below), and neither Company nor any of its Affiliates shall be liable for or bound by, contractually or otherwise, any representation, act or omission of or by Consultant in connection with the performance of the Services, and nothing herein shall be construed or deemed as creating any other relationship. As an independent contractor, Consultant acknowledges and agrees that he is obligated to report as income all compensation received pursuant to this Agreement, including self-employment and other taxes thereon. Company will not withhold taxes, social security, unemployment insurance or other items normally withheld from employee compensation, nor will Company provide any insurance to Consultant. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or local laws shall be Consultant’s sole responsibility, and Consultant agrees to indemnify and hold Company harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. “Affiliate” shall mean with respect to any person or entity, any other person or entity controlled by, controlling or under common control with such person or entity.
6. Confidentiality of Confidential Information. Consultant acknowledges that all Confidential Information is the exclusive property of the Company. Consultant agrees to keep all Confidential Information strictly confidential at all times during or after you’re consulting relationship with the Company. Consultant shall not use, reproduce or disclose any Confidential Information, directly or indirectly, except as authorized by the Company in writing or in the proper performance of your duties in the context of your employment by, or provision of consulting services to, the Company, or to the extent required by applicable law or by valid government process or order, and Consultant shall promptly notify the Company of any unauthorized release or improper use of Confidential Information.
7. Assignment; Further Assurances. During the term of this Agreement, the parties agree that any and all Intellectual Property Rights developed or created by Consultant (i) in the course of his performance of the Services, or (ii) to the extent such rights relate to Company’s business or make use of Company Confidential Information or other resources of Company or any of its Affiliates, shall be the sole and exclusive property of Company, and Consultant hereby irrevocably assigns and transfers to Company all right, title and interest in and to such rights, including any results or proceeds thereof. Such Intellectual Property Rights, to the extent permitted by law, shall be deemed “works made for hire” (as that term is defined in the United States Copyright Act). Consultant also agrees to take any actions, and execute, deliver and file any documents or instruments, reasonably requested by Company (during and after the term of Consultant’s Services under this Agreement) to confirm, protect or perfect Company’s exclusive rights, title and interest in and to such Intellectual Property Rights. Consultant agrees that if Company is unable, because of Consultant’s unavailability, incapacity, or for any other reason, to secure Consultant’s signature to apply for or to pursue or perfect any application for any United States or foreign patents, trademarks or service marks, or copyright registrations covering the Intellectual Property Rights assigned to Company above, then Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Consultant’s agent and attorney in fact, to act for and on Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and trademark and service mark registrations thereon with the same legal force and effect as if executed by Consultant. Company is not required to designate Consultant as author of any copyright, artwork or other work of authorship, assigned hereunder when distributed publicly or otherwise. Consultant waives and releases, to the extent permitted by law, all rights to the foregoing.
8. Non-Competition and Exclusivity. Consultant agrees that during the term of this Agreement, Consultant shall not, directly or indirectly (i) be employed by, consult for, or own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected in any manner with, any business (whether in corporate, proprietorship or partnership form) that competes with the business of Company, or (ii) perform services for a client of Company, except in the course of performing Services.
9. Return of Property. Promptly upon the termination or expiration of this Agreement, Consultant shall deliver to Company all drawings, artwork, equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, computer disks and other written, digital or graphic records, and the like, relating to Company’s businesses, operations or activities or Company Confidential Information, and all other property of Company, which are in his possession or under his control, including all work product created in connection with this Agreement.
10. Non-Solicitation. Consultant agrees that for a period of twelve (12) months after the termination of his provision of consulting services to the Company, regardless of the reason for such termination, Consultant shall not directly or indirectly hire, engage, solicit or recruit any person or entity who is or was, within the prior six (6) months, an employee or consultant of the Company or any of its Affiliates or persuade any such person to terminate his, her or its employment or consulting relationship with the Company or any of its Affiliates.
11. No Detrimental Conduct. During the term of this Agreement, Consultant shall not disparage, defame or engage in any other action, activity or course of conduct which is, or is reasonably likely to be, detrimental in any material respect to Company, its Affiliates, or its or their respective businesses, operations, activities, products, services, reputation, officers, directors, managers or employees.
12. Enforceability. If a court declares that any term or provision set forth in the paragraphs entitled, “Assignment; Further Assurances”, “Non-Competition and Exclusivity”, “Return of Property”, “Non-Solicitation”, “No Detrimental Conduct”, is invalid or unenforceable, Consultant and Company agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this agreement shall be enforceable as so modified.
14. Representations and Warranties. Consultant hereby represents, warrants and acknowledges to, and agrees with, Company as follows: (i) he has the requisite legal capacity, power and authority to execute, deliver and perform this Agreement and there are no agreements or understandings that would make unlawful his execution or delivery of this agreement or his obligations and commitments hereunder, (ii) he is highly qualified to perform the Services, (iii) he will not violate any non-disclosure covenant by which he is bound, or improperly use or disclose any confidential information or proprietary rights obtained from, or developed for, any third party, in connection with his performance of this Agreement, and (iv) he has had full opportunity to seek advice and representation by independent counsel of his own choosing in connection with the review, interpretation, negotiation, execution and delivery of this Agreement.
15. General Provisions.
15.1 Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to conflicts of laws provisions or rules that would result in the application of the laws of any other jurisdiction), and any dispute between Company and Consultant arising under this Agreement shall be submitted to binding arbitration in New York . Each party shall be responsible for any fees and costs, including, but not limited to, attorney fees resulting from the arbitration.
15.2 Reformation; Severability. The provisions of this Agreement shall be severable. If any provision of this Agreement shall be invalid or unenforceable, the other provisions hereof shall remain in full force and effect, and such invalid or unenforceable provision shall be reformed as necessary to make it valid and enforceable to the maximum extent possible.
15.3 Remedies. The parties agree that, if there is a breach of this Agreement by either party, the other party shall have remedies at law and in equity, including appropriate injunctive relief or specific performance.
15.4 Entire Agreement; Amendments; Waiver. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any prior agreements (including but not limited to any prior contracts or employment agreements). This Agreement may not be amended or modified except by a writing signed by both parties. The failure of either party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver of such party’s right to insist upon strict adherence to such provision thereafter or to any other provision of this Agreement in any instance. Any waiver shall be in writing signed by the party against whom such waiver is sought to be enforced.
15.5 Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Company’s Affiliates shall be third-party beneficiaries to any and all of Company’s rights under this Agreement.
15.6 Assignment. Consultant shall not assign or transfer his rights or obligations under this Agreement without the prior written consent of Company, which consent may be withheld by Company in its sole discretion. Company shall have the right to assign its rights and obligations under this Agreement, and any and all Intellectual Property Rights owned by or assigned to it pursuant to this Agreement, without restriction.
15.7 Survival. The representations, warranties, covenants and agreements set forth in Sections 6-10 and 12-14 shall survive the termination of this Agreement.
15.8 Executions. This Agreement may be executed in two or more identical counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute this Agreement when each party has signed a counterpart. The parties may sign and deliver this Agreement by facsimile or electronic (i.e., .PDF) transmission. Each party agrees that the delivery of this Agreement by facsimile or electronic transmission will have the same force and effect as delivery of original signature.
1.3 “Intellectual Property Rights” shall mean any or all proprietary rights, inventions, discoveries, trade secrets, patents, copyrights and any other work of authorship, trademarks, service marks, know-how, moral rights, mask works, ideas, processes, formulas, source and object codes, documentation, design documents, discoveries and any other intellectual property right existing under the laws of any governmental authority, domestic or foreign.
2. Services. Your consulting arrangement with the Company will commence on [ (“Commencement Date”). During the term of this Agreement, Consultant agrees to provide and perform, solely for the benefit of Company, those services set forth on the signed proposal as requested by Company from time to time in Company’s sole discretion (“Services”). Unless otherwise agreed to between the parties, Consultant shall provide Services to Company at the times set forth in Exhibit A. Consultant shall provide the Services with the highest degree of professional care and skill, including with any and all policies and standards of Company. Consultant shall comply with all applicable laws, rules and regulations of any jurisdiction in which Consultant is performing the Services, and shall at all times act in the best interests of Company.
3. Term and Termination of Agreement. This Agreement shall commence on the Effective Date and shall continue in full force and effect for the period outlined in Exhibit A. Company has the right to terminate this Agreement upon [60-day] written notice to Consultant in the event Consultant or any of his representatives breaches any term or condition of this Agreement.
4. Compensation and Payment. As consideration for the Services and for Consultant’s other obligations under this Agreement, Company agrees to compensate Consultant the fee(s) set forth in Exhibit A. Company shall remit payment monthly upon receipt of invoice. A 5% late fee will be charged if you fail to make the payment by the due date. Payments after the initial payment are net 30 day terms. Agreements that are less than 60 days long are required to be paid upfront.
5. Relationship of the Parties. The relationship of the Consultant to Company is that of an independent contractor, not an employee or agent of Company or any of its Affiliates (as defined below), and neither Company nor any of its Affiliates shall be liable for or bound by, contractually or otherwise, any representation, act or omission of or by Consultant in connection with the performance of the Services, and nothing herein shall be construed or deemed as creating any other relationship. As an independent contractor, Consultant acknowledges and agrees that he is obligated to report as income all compensation received pursuant to this Agreement, including self-employment and other taxes thereon. Company will not withhold taxes, social security, unemployment insurance or other items normally withheld from employee compensation, nor will Company provide any insurance to Consultant. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or local laws shall be Consultant’s sole responsibility, and Consultant agrees to indemnify and hold Company harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. “Affiliate” shall mean with respect to any person or entity, any other person or entity controlled by, controlling or under common control with such person or entity.
6. Confidentiality of Confidential Information. Consultant acknowledges that all Confidential Information is the exclusive property of the Company. Consultant agrees to keep all Confidential Information strictly confidential at all times during or after you’re consulting relationship with the Company. Consultant shall not use, reproduce or disclose any Confidential Information, directly or indirectly, except as authorized by the Company in writing or in the proper performance of your duties in the context of your employment by, or provision of consulting services to, the Company, or to the extent required by applicable law or by valid government process or order, and Consultant shall promptly notify the Company of any unauthorized release or improper use of Confidential Information.
7. Assignment; Further Assurances. During the term of this Agreement, the parties agree that any and all Intellectual Property Rights developed or created by Consultant (i) in the course of his performance of the Services, or (ii) to the extent such rights relate to Company’s business or make use of Company Confidential Information or other resources of Company or any of its Affiliates, shall be the sole and exclusive property of Company, and Consultant hereby irrevocably assigns and transfers to Company all right, title and interest in and to such rights, including any results or proceeds thereof. Such Intellectual Property Rights, to the extent permitted by law, shall be deemed “works made for hire” (as that term is defined in the United States Copyright Act). Consultant also agrees to take any actions, and execute, deliver and file any documents or instruments, reasonably requested by Company (during and after the term of Consultant’s Services under this Agreement) to confirm, protect or perfect Company’s exclusive rights, title and interest in and to such Intellectual Property Rights. Consultant agrees that if Company is unable, because of Consultant’s unavailability, incapacity, or for any other reason, to secure Consultant’s signature to apply for or to pursue or perfect any application for any United States or foreign patents, trademarks or service marks, or copyright registrations covering the Intellectual Property Rights assigned to Company above, then Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Consultant’s agent and attorney in fact, to act for and on Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and trademark and service mark registrations thereon with the same legal force and effect as if executed by Consultant. Company is not required to designate Consultant as author of any copyright, artwork or other work of authorship, assigned hereunder when distributed publicly or otherwise. Consultant waives and releases, to the extent permitted by law, all rights to the foregoing.
8. Non-Competition and Exclusivity. Consultant agrees that during the term of this Agreement, Consultant shall not, directly or indirectly (i) be employed by, consult for, or own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected in any manner with, any business (whether in corporate, proprietorship or partnership form) that competes with the business of Company, or (ii) perform services for a client of Company, except in the course of performing Services.
9. Return of Property. Promptly upon the termination or expiration of this Agreement, Consultant shall deliver to Company all drawings, artwork, equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, computer disks and other written, digital or graphic records, and the like, relating to Company’s businesses, operations or activities or Company Confidential Information, and all other property of Company, which are in his possession or under his control, including all work product created in connection with this Agreement.
10. Non-Solicitation. Consultant agrees that for a period of twelve (12) months after the termination of his provision of consulting services to the Company, regardless of the reason for such termination, Consultant shall not directly or indirectly hire, engage, solicit or recruit any person or entity who is or was, within the prior six (6) months, an employee or consultant of the Company or any of its Affiliates or persuade any such person to terminate his, her or its employment or consulting relationship with the Company or any of its Affiliates.
11. No Detrimental Conduct. During the term of this Agreement, Consultant shall not disparage, defame or engage in any other action, activity or course of conduct which is, or is reasonably likely to be, detrimental in any material respect to Company, its Affiliates, or its or their respective businesses, operations, activities, products, services, reputation, officers, directors, managers or employees.
12. Enforceability. If a court declares that any term or provision set forth in the paragraphs entitled, “Assignment; Further Assurances”, “Non-Competition and Exclusivity”, “Return of Property”, “Non-Solicitation”, “No Detrimental Conduct”, is invalid or unenforceable, Consultant and Company agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this agreement shall be enforceable as so modified.
14. Representations and Warranties. Consultant hereby represents, warrants and acknowledges to, and agrees with, Company as follows: (i) he has the requisite legal capacity, power and authority to execute, deliver and perform this Agreement and there are no agreements or understandings that would make unlawful his execution or delivery of this agreement or his obligations and commitments hereunder, (ii) he is highly qualified to perform the Services, (iii) he will not violate any non-disclosure covenant by which he is bound, or improperly use or disclose any confidential information or proprietary rights obtained from, or developed for, any third party, in connection with his performance of this Agreement, and (iv) he has had full opportunity to seek advice and representation by independent counsel of his own choosing in connection with the review, interpretation, negotiation, execution and delivery of this Agreement.
15. General Provisions.
15.1 Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to conflicts of laws provisions or rules that would result in the application of the laws of any other jurisdiction), and any dispute between Company and Consultant arising under this Agreement shall be submitted to binding arbitration in New York . Each party shall be responsible for any fees and costs, including, but not limited to, attorney fees resulting from the arbitration.
15.2 Reformation; Severability. The provisions of this Agreement shall be severable. If any provision of this Agreement shall be invalid or unenforceable, the other provisions hereof shall remain in full force and effect, and such invalid or unenforceable provision shall be reformed as necessary to make it valid and enforceable to the maximum extent possible.
15.3 Remedies. The parties agree that, if there is a breach of this Agreement by either party, the other party shall have remedies at law and in equity, including appropriate injunctive relief or specific performance.
15.4 Entire Agreement; Amendments; Waiver. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any prior agreements (including but not limited to any prior contracts or employment agreements). This Agreement may not be amended or modified except by a writing signed by both parties. The failure of either party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver of such party’s right to insist upon strict adherence to such provision thereafter or to any other provision of this Agreement in any instance. Any waiver shall be in writing signed by the party against whom such waiver is sought to be enforced.
15.5 Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Company’s Affiliates shall be third-party beneficiaries to any and all of Company’s rights under this Agreement.
15.6 Assignment. Consultant shall not assign or transfer his rights or obligations under this Agreement without the prior written consent of Company, which consent may be withheld by Company in its sole discretion. Company shall have the right to assign its rights and obligations under this Agreement, and any and all Intellectual Property Rights owned by or assigned to it pursuant to this Agreement, without restriction.
15.7 Survival. The representations, warranties, covenants and agreements set forth in Sections 6-10 and 12-14 shall survive the termination of this Agreement.
15.8 Executions. This Agreement may be executed in two or more identical counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute this Agreement when each party has signed a counterpart. The parties may sign and deliver this Agreement by facsimile or electronic (i.e., .PDF) transmission. Each party agrees that the delivery of this Agreement by facsimile or electronic transmission will have the same force and effect as delivery of original signature.