Service Agreement

This SERVICE AGREEMENT (the “Agreement”) is by and between VeriFee, Inc., having its principal place of business at 16850 Collins Ave, Suite 112268, North Miami Beach, FL 33160 (the “Service Provider”) and you, (the “Client” or “you”). The Service Provider and the Client may be individually referred to as a “Party” and collectively as the “Parties” herein. By clicking submit, you are entering into a legally binding agreement with Service Provider as of today (the “Effective Date”).

WHEREAS, Service Provider is engaged in the business of financial consultancy with a specialized focus on negotiating and reducing credit card processing fees for various businesses and entities;

WHEREAS, Client is currently engaged in business with a credit card processing company (a “Vendor”); and

WHEREAS, Client wishes to engage Service Provider to perform certain services as described herein and Service Provider desires to accept association with Client in such capacity.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties hereto agree to be legally bound as follows:

I. SERVICES.

Service Provider shall render specialized financial services, primarily focused on negotiating with credit card processing providers for the purpose of reducing credit card processing fees on behalf of Client and shall encompass, but not be limited to, detailed analysis of Client’s current credit card processing charges, identification of potential savings, and effective negotiation with respective providers to achieve cost reductions (the “Services”). Service Provider shall work in close collaboration with Client’s designated representatives, maintaining open and regular communication throughout the engagement. Service Provider shall keep Client informed of progress and developments related to the Services and shall be responsive to Client’s inquiries, feedback, and requests for information.

II. PAYMENT TERMS.

A. Compensation. During the Initial Term (as defined in Article IV), in consideration for the Services, Client shall remunerate Service Provider an amount equal to fifty percent (50%) (the “Payment” or “Payments”) of the total monthly cost savings achieved as a result of the credit card processing fee reductions negotiated by Service Provider, calculated by taking the difference between the baseline fees as determined by Service Provider thorough analysis of Client’s credit card processing statements during the Negotiation Period (as defined in Article IV), and the fees incurred thereafter. The Payment will reduce to forty percent (40%) in the first Renewal Term (as defined in Article IV). The Payment will be thirty percent (30%) for the second Renewal Term, and all Renewal Terms thereafter.

B. Invoicing Process. Within five (5) business days following the receipt of, or access to, Client’s monthly credit card processing statement, Service Provider shall prepare and provide to Client a detailed monthly savings report, accompanied by a monthly invoice for the Payment as defined in this Article II. Client shall remit Payment to the Service Provider via Automated Clearing House (ACH) transfer within five (5) business days following the issuance of the monthly invoice. All late Payments shall be subject to a late fee of one percent (1%) of the unpaid amount accrued on a daily basis until Payment is made in full.

C. Invoice Disputes. If Client disputes any portion of the monthly invoice, Client shall provide written notice of the dispute within seven (7) days of receipt of the invoice, specifying the reasons for the dispute. The undisputed portion of the invoice shall be paid by the due date. The Parties agree to work in good faith to promptly resolve any such disputes.

D. Audit Rights: Client shall have the right to reasonably request an audit of Service Provider’s calculation of savings and invoice. Such audits shall be conducted at Client’s expense by an independent auditor mutually agreed upon by both Parties. Service Provider shall maintain accurate and detailed records pertaining to the Services and the calculations of savings. These records shall be retained for a period of fifteen (15) days following the termination or expiration of this Agreement and shall be made available to Client upon reasonable request.

E. ACH Authorization. In order to satisfy any Payments hereunder, Service Provider is hereby authorized by Client to initiate electronic debit or credit entries through the ACH system to any deposit account maintained by Client (as specified in the ACH Authorization Form) wherever located. Client warrants and represents that under no circumstances will it reverse, void, or otherwise render invalid any electronic debit or credit initiated by Service Provider under this Agreement. This authorization shall remain in full force and effect until Service Provider receives written notification from Client of its termination. Client agrees to notify Service Provider in writing of any changes in the account information or termination of this authorization at least thirty (30) days prior to the next scheduled billing date. In the event of a debit entry being rejected due to non-sufficient funds (“NSF”) in Client’s account, Service Provider reserves the right to reattempt the processing of the charge within thirty (30) days. Client agrees to an additional charge, as specified by Service Provider, for each NSF transaction reattempt, which will be processed as a separate transaction from the authorized recurring payment.

III. RELATIONSHIP.

A. Agent Authorization. By signing this Agreement, beginning on the Effective Date and lasting until Termination in accordance with Article IV, Client hereby grants Service Provider full authority to act on its behalf in all matters pertaining to the payment processing services provided by Vendor. This authorization includes, but is not limited to, the following specific powers: (i) communicate and correspond with Vendor and its representatives on behalf of Client regarding any questions, concerns, or issues related to their payment processing services; (ii) authorization to request, receive, and review any relevant documentation related to Client’s engagement with Vendor; and (iii) authorization to negotiate, discuss, and generate agreements for financial changes to the account, including fees, rates, and terms. All such negotiations and agreements shall be subject to Client’s final written approval and acceptance.

B. Independent Contractor. In performing the Services hereunder, Service Provider shall act in the capacity of an independent contractor and not an employee, partner, or agent of Client, except as specifically authorized under this Agreement. Service Provider will be solely responsible for the employment and remuneration of its employees and contractors and any claims with respect thereto and will be solely responsible for the withholding of all applicable federal, state, and local income taxes as well as all FICA and FUTA taxes applicable to it, or such employees or contractors.

IV. TERM AND TERMINATION.

This Agreement shall commence on the Effective Date, and unless terminated earlier in accordance with the provisions herein, shall continue until twenty-four (24) months after the “Negotiation Period,” which is defined as the time period from the Effective Date and the date on which the reduced credit card processing rate takes effect. The Negotiation Period and the subsequent twenty-four (24) months is collectively the “Initial Term.”

A. Auto-Renewal. Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods (each a “Renewal Term”), unless either Party provides written notice of its intention not to renew at least ninety (90) days prior to the end of the then-current term.

B. Termination. Either Party may terminate this Agreement if the other Party materially breaches any of its obligations hereunder and fails to cure such breach within fifteen (15) days of receiving written notice of the breach. Specifically, the Service Provider may terminate this Agreement immediately upon written notice if the Client fails to make any payment when due and such failure continues for five (5) business days following notice of non-payment. Upon termination of this Agreement for any reason, the Service Provider shall cease providing services immediately, and all outstanding fees due to the Service Provider for services rendered up to the date of termination shall become immediately payable. The Client shall be responsible for any cost savings achieved prior to the termination date and shall fulfill any outstanding payment obligations as per the terms of this Agreement. Termination of this Agreement shall not affect any rights or obligations that have accrued prior to the date of termination.

V. CLIENT RESPONSIBILITIES.

During the Term, Client shall: (i) furnish Service Provider with all essential documentation, records, and data in a timely manner, including but not limited to, complete credit card processing agreements, detailed monthly processing statements, and any pertinent financial records or reports; (ii) actively cooperate with Service Provider’s requests, inquiries, and actions necessary for the effective delivery of services, which encompasses prompt responses to Service Provider’s communications, facilitating access to necessary personnel, systems, and information, and actively participating in meetings or discussions as required for the execution of Services; (iii) provide Service Provider with direct, real-time access to its credit card processing accounts to enable ongoing analysis and negotiation activities, and if real-time access is not feasible, Client must ensure the delivery of comprehensive monthly credit card processing statements to Service Provider within five (5) business days following the closure of each monthly billing period; (iv) maintain all necessary authorizations allowing Service Provider to interact with credit card processing providers on its behalf, including any required consents or permissions that facilitate negotiations and modifications to existing agreements; (v) bear the responsibility for all financial commitments and obligations arising from Service Provider’s actions taken under the authorization granted by this Agreement including, but not limited to, any adjustments in fees, rates, and terms that have been negotiated and subsequently approved by Client; and (vii) refrain from any actions or decisions that could materially impair Service Provider’s ability to perform its contractual obligations.

VI. REPRESENTATIONS AND WARRANTIES.

A. Each Party represents and warrants that: (i) it has the full legal power and authority to enter into this Agreement; (ii) that in the performance of its respective obligations under this Agreement, it shall comply with all applicable laws, regulations, and ordinances; (iii) that the execution and performance of this Agreement do not and will not conflict with, breach, violate, or cause a default under any other agreement, contract, or instrument to which it is a party or by which it is bound; and (iv) that it shall not infringe upon the intellectual property rights, privacy rights, or other legal rights of any third party in the course of fulfilling its obligations under this Agreement.

B. Service Provider represents and warrants that it shall perform the Services in a professional manner in accordance with generally accepted industry standards. Service Provider warrants that it has the necessary knowledge, expertise, and capability to provide the Services as described in this Agreement.

C. Client represents and warrants that: (i) in the event that Client decides to change its credit card processing provider, it will issue a written notice to Service Provider at least ninety (90) days in advance of such change. Client agrees that failure to provide timely notice shall obligate Client to compensate Service Provider based on the estimated savings that would have been generated for the remainder of the Agreement Term and will be considered a material breach of this Agreement; and (ii) all data, documentation, and information provided to the Service Provider in connection with the Services are accurate, complete, and current to the best of Client’s knowledge. Client acknowledges that Service Provider’s ability to deliver effective Services is reliant upon the accuracy and completeness of this information.

VII. DISCLAIMERS.

A. Except for the express warranties set forth in this provision, Service Provider disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

B. Service Provider makes no representations or warranties concerning the actions or inactions of any third parties.

C. Service Provider does not guarantee any specific level of savings or favorable results from Services rendered under this Agreement. While Service Provider shall employ its best efforts and expertise in providing Services, the actual savings or results achieved may vary due to factors beyond Service Provider’s control.

D. The Services provided under this Agreement are limited to those expressly outlined herein. Service Provider disclaims all responsibility for services or advice not explicitly covered under the terms of this Agreement.

E. Client acknowledges that: (i) external market conditions, regulatory changes, credit card processing industry practices, and other factors outside of Service Provider’s control may impact the effectiveness of the Services; (ii) Service Provider is not providing legal or tax advice under this Agreement and Client is advised to seek independent legal or tax advice as necessary; (iii) Client retains ultimate decision-making authority and responsibility for actions taken based on Service Provider’s Services or recommendations; and (iv) Client is responsible for the final approval of any negotiated terms or agreements and for understanding the implications of any financial decisions made.

VIII. INDEMNIFICATION.

A. Each Party (the “Indemnifying Party”) agrees to defend, indemnify, and hold the other Party (the “Indemnified Party”), its affiliates, and contractors, and their respective officers, directors, employees, agents, and permitted successors and assigns harmless against any and all loss, cost, expense, or liability, including reasonable attorneys’ fees, experts’ fees, and court costs that are incurred by the Indemnified Party arising out of or related to any third party demands, assertions, claims, suits, actions or other proceedings alleging: (i) a breach of any representation, warranty, or obligation under this Agreement by the Indemnifying Party; (ii) negligence or more culpable conduct (including willful misconduct) by the Indemnifying Party in connection with the performance of its obligations under this Agreement; or (iii) any violation of applicable law by the Indemnifying Party in the course of executing its duties under this Agreement.

B. In the event of a potential indemnity obligation under this provision: (i) the Indemnified Party shall promptly notify the Indemnifying Party in writing of the claim, provided that the failure to notify the Indemnifying Party shall not relieve the latter of its obligations under this section except to the extent it is prejudiced by the delay or failure; and (ii) the Indemnifying Party shall have the right to assume the exclusive defense and control of any matter subject to indemnification under this provision, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. The Indemnified Party may participate in the defense at its own expense. The Indemnifying Party shall not settle any claim in a manner that adversely affects the rights of the Indemnified Party without the latter’s prior written consent, which shall not be unreasonably withheld or delayed.

C. The indemnification obligations under this provision shall not apply to losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses that are attributable to the Indemnified Party’s own negligence, willful misconduct, or breach of this Agreement.

i. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITIES ARISING IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT AND BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (IN EACH CASE,WITH RESPECT TO WHICH THE LIMITATIONS OF THIS ARTICLE VIII SHALL NOT APPLY), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOSSES WHICH MAY BE SUFFERED BY EITHER PARTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS, OR BUSINESS INTERUPTION, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORRSEEABLE OR WHETHER THE PARTY HAS BEEN ADVISED OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE SERVICE PROVIDER DURING THE TWENTY-FOUR (24) MONTHS IMMEDIATELY PROCEEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE LIABILITY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY REPRESENT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES.

IX. INTELLECTUAL PROPERTY.

A. Ownership. Each Party acknowledges and agrees that all pre-existing intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, and know-how, owned or developed by each Party before the commencement of this Agreement (collectively referred to as “Pre-Existing IP”), shall remain the exclusive property of the Party that owns or developed them. Nothing in this Agreement shall be construed to transfer or assign any ownership rights in the Pre-Existing IP between the Parties.

B. Work Product. As between Service Provider and Client, all intellectual property rights, title, and interest in any deliverables, works, materials, or products generated or created by Service Provider in the course of providing the Services (collectively referred to as “Work Product”) shall be the exclusive property of Client. Client shall have full rights to use, modify, reproduce, and distribute the Work Product for its internal business purposes, subject to the terms and conditions of this Agreement.

C. Protection of IP: Client acknowledges that any proprietary information, data, or materials provided to Service Provider in connection with the Services shall remain the sole property of Client. Service Provider shall treat all such proprietary information as confidential and shall not disclose or use such information for any purpose other than the provision of the Services, except as required by law or with Client’s prior written consent. Both Service Provider and Client shall take reasonable measures to protect each other’s intellectual property rights. Neither Party shall knowingly take any action that would infringe or jeopardize the other Party’s intellectual property rights.

D. License. During the term of this Agreement, Client grants Service Provider a non-exclusive, non-transferable, limited license to use Client’s proprietary information and materials solely for the purpose of providing the Services. Upon termination of this Agreement, Service Provider grants Client a perpetual, irrevocable, royalty-free license to continue using the Work Product for its internal business purposes. However, such license shall not grant the Client the right to sublicense, resell, or distribute the Work Product to third parties.

X. CONFIDENTIALITY.

A. Each Party (the “Receiving Party”) agrees to hold in trust any and all of the non-public, proprietary, or sensitive information, in any form or medium (collectively, the “Confidential Information”), disclosed by the other Party (the “Disclosing Party”) in strict confidence and to take all reasonable measures to prevent unauthorized access, use, or disclosure of the Confidential Information during the term of this Agreement, whether orally, in writing, or by any other means, that is marked or designated as confidential or that the Receiving Party knows or reasonably should know is confidential for a period of two (2) years from the date of disclosure of each specific item of Confidential Information. Confidential Information may include, but is not limited to, trade secrets, business plans, financial information, customer lists, technical data, product designs, and marketing strategies.

B. The Receiving Party shall not use the Confidential Information for any purpose other than for the performance of its obligations under this Agreement. The Receiving Party shall not use the Confidential Information to the detriment of the Disclosing Party or for its own benefit, other than as expressly authorized under this Agreement. The Receiving Party may only disclose the Disclosing Party’s Confidential Information to its employees, contractors, and agents who have a need to know such information for the purpose of performing their duties under this Agreement. The Receiving Party shall ensure that such individuals are bound by obligations of confidentiality at least as protective as those contained in this Agreement.

C. The Receiving Party shall not disclose, reproduce, or disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted by this Agreement or as required by law. The Confidential Information under this provision expressly excludes any information that: (i) is already known to the Receiving Party at the time of disclosure, without an obligation of confidentiality; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy.

D. In the event of any known or suspected unauthorized disclosure of the Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and provide all necessary cooperation and assistance to remedy or mitigate the effects of such unauthorized disclosure.

E. Upon the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies of the Confidential Information or, at the Disclosing Party’s option, securely destroy all such copies and provide written certification of their destruction.

XI. NON-SOLICITATION.

A. Employees/Contractors. During the term of this Agreement and for a period of two (2) years following its termination, neither Party shall directly or indirectly solicit, hire, engage, or attempt to solicit, hire, or engage any employee or contractor of the other Party who was involved in the provision or receipt of the Services under this Agreement. This restriction shall apply to all employees and contractors of the other Party, regardless of whether such solicitation is for employment, consulting, or any other form of engagement.

B. Clients/Customers: During the term of this Agreement and for a period of two (2) years following its termination, neither Party shall directly or indirectly solicit, induce, or attempt to solicit or induce any client, customer, or business partner of the other Party to terminate, reduce, or alter their business relationship with the other Party. This restriction shall apply to all existing clients, customers, and business partners of the other Party as of the termination date of this Agreement.

C. Exceptions: The restrictions set forth in this Article XI shall not prohibit either Party from soliciting or hiring any employee or contractor of the other Party who responds to a general public advertisement or solicitation for employment or engagement without any direct targeting or specific effort to solicit employees or contractors of the other Party. Similarly, this provision shall not apply to any business relationships or transactions initiated by a client, customer, or business partner on their own volition without any solicitation or inducement by either Party.

D. Non-Disparagement: During the term of this Agreement and thereafter, each Party shall refrain from making any disparaging, defamatory, or negative statements about the other Party or its business, products, services, or personnel, whether orally, in writing, or through any other medium. This obligation shall not prevent either Party from providing factual information required by law or responding to inquiries from regulatory authorities or as otherwise required in the ordinary course of business.

E. Remedies.: The Parties acknowledge and agree that the restrictions set forth in this Article XI are reasonable and necessary to protect the legitimate business interests of both Parties and a violation of these restrictions may cause irreparable harm to the other Party for which monetary damages may not be an adequate remedy. Accordingly, in the event of a breach of this provision, the non-breaching Party shall be entitled to seek injunctive relief and any other appropriate equitable remedies, in addition to any other available legal remedies.

XII. GENERAL.

A. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida without regard to its conflict of laws provisions. Any legal action or proceeding arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Florida. The Parties hereby submit to the personal jurisdiction of such courts for the purpose of any such legal action or proceeding.

B. THE PARTIES SHALL NOT RAISE IN CONNECTION THEREWITH, AND HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY AND/OR ANY DEFENSE BASED UPON THE VENUE, INCONVENIENCE OF THE FORUM, THE LACK OF PERSONAL JURISDICTION, THE SUFFIECINECY OF SERIVCE OF PROCESS OR THE LIKE IN ANY SUCH ACTION OR SUIT.

C. Disputes. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement (a “Dispute”), the Parties shall first attempt in good faith to resolve a Dispute amicably through negotiation. If the Parties are unable to resolve a Dispute through negotiation within a reasonable period of time, either Party may initiate mediation, the costs and fees of which shall be shared equally by the Parties unless otherwise agreed, and which shall be administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. If the Dispute is not resolved through negotiation or mediation, the Dispute shall be finally resolved by arbitration conducted by a single arbitrator in the State of Florida administered by the American Arbitration Association with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator shall be final and binding on the Parties and enforceable in any court of competent jurisdiction. The costs and fees associated with the arbitration, including the arbitrator’s fees, shall be shared equally by the Parties unless otherwise ordered by the arbitrator. Notwithstanding the above, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to enforce the obligations under this Agreement or to prevent irreparable harm pending the resolution of any Dispute through negotiation, mediation, or arbitration.

D. Assignment. Neither Party may assign, delegate, transfer, or subcontract any of its rights or obligations under this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other Party, which shall not be unreasonably withheld, delayed, or conditioned. Any attempt to assign, delegate, transfer, or subcontract the obligations or rights under this Agreement without such consent shall be null and void. Any permitted assignee shall assume all assigned obligations under this Agreement and agree in writing to be bound by the terms and conditions herein. The assigning Party shall provide the non-assigning Party with a copy of such assumption agreement. Notwithstanding the foregoing, the assigning Party shall remain jointly and severally liable with the assignee for the performance of all obligations under this Agreement unless expressly released in writing by the non-assigning Party. No assignment shall relieve the assigning Party of its obligations under this Agreement or affect the rights and obligations of the non-assigning Party. For purposes of this provision, a change of control of a Party, whether direct or indirect, shall be deemed an assignment requiring prior written consent. In the event of a merger, acquisition, or sale of all or substantially all of the assets of a Party, prior written consent for assignment shall be obtained, and the terms of this Agreement shall be binding upon and inure to the benefit of the successor entity.

E. Use of Name. Unless otherwise indicated in writing, Client hereby consents to Service Provider’s use of Client’s name and/or logo in its marketing or advertising materials, which includes, but is not limited to, Service Provider’s website.

F. Notice. Any notice, request, consent, claims demand, waiver, and/or other communications hereunder (each, a “Notice”) shall be in writing and delivered personally or mailed by first class mail, postage prepaid, or overnight courier service, addressed to the Parties at the addresses set forth in the Preamble on the first page of this Agreement or to such other address that may be designated by the receiving Party in writing. Any notice so addressed and delivered personally or delivered by overnight courier service will be deemed given upon receipt. Any notice so addressed and mailed will be deemed given upon deposit in the United States mails.

G. Third-Party Claims: In the event that any third party brings a claim against either Party arising out of or related to the provision of Services under this Agreement, the Party against whom the claim is made shall promptly notify the other Party and provide reasonable cooperation in defending the claim.

H. Waiver. Except as otherwise provided herein, either Party’s waiver of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such Party’s right thereafter to enforce and compel strict compliance with every term and condition hereof.

I. Survival. All obligations of the Parties under Articles VI through XI shall survive the expiration and/or termination of this Agreement to the extent indicated in each respective Article. Where survival is not mentioned, survival shall be in perpetuity.

J. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

K. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior communications and agreements between them with respect to the subject matter hereof and may not be modified or otherwise amended except by a further writing executed by an authorized representative of both Parties hereto, which writing specifies that it is an amendment hereto.

L. Severability. In the event that any provision, term, condition, or covenant contained in this Agreement (or portion thereof) is held to be invalid or otherwise unenforceable by a court of competent jurisdiction, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the Parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remaining provisions of this Agreement will remain in full force and effect to the fullest extent permitted by law.