This Master Services Agreement (the “Agreement”) is entered into between Dryve Compliance, LLC, a Louisiana limited liability company with its principal place of business at 70380 Highway 21, Suite 2 #116, Covington, LA 70433 (“DRYVE”), and the customer identified on the applicable Statement of Work (“Customer”). DRYVE and Customer are each a “Party” and together the “Parties.”
Agreement Formation. This Agreement governs every Statement of Work that references it. The Agreement becomes binding on the Parties upon the earlier of (a) Customer’s signature on a Statement of Work that incorporates this Agreement by reference, or (b) DRYVE’s commencement of Services with Customer’s knowledge after delivery of a Statement of Work to Customer. In the event of any conflict between this Agreement and a Statement of Work, the Statement of Work controls solely with respect to the subject matter of that Statement of Work.
1. Definitions
Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth below or in the applicable Statement of Work.
(a) “Background IP” means any Intellectual Property owned or licensed by a Party prior to the Effective Date or developed by such Party independently of the Services, including without limitation DRYVE’s methodologies, frameworks, templates, tools, software, work papers, and know-how.
(b) “Confidential Information” has the meaning set forth in Section 7.1.
(c) “Custom Deliverables” means the policies, procedures, control documentation, configurations, reports, and other tangible work product specifically created for Customer under a Statement of Work, excluding Background IP embedded therein.
(d) “Deliverables” means, collectively, Custom Deliverables and any other deliverables identified in a Statement of Work.
(e) “Intellectual Property” means all worldwide rights in copyrights, patents, trademarks, trade secrets, know-how, moral rights, and any similar rights, registered or unregistered.
(f) “MNPI” means material non-public information, as that term is understood under U.S. federal securities laws.
(g) “Pass-Through Products” means third-party software subscriptions, licenses, or services procured by DRYVE on Customer’s behalf and invoiced through DRYVE, as identified in a Statement of Work.
(h) “Services” means the security, compliance, and consulting services described in one or more Statements of Work.
(i) “Statement of Work” or “SOW” means a written ordering document executed by both Parties that describes specific Services, Deliverables, fees, and timeline, and that incorporates this Agreement by reference.
2. Services
2.1 Statements of Work.
DRYVE will perform the Services described in each Statement of Work in accordance with the terms of this Agreement and the applicable Statement of Work. Each Statement of Work will specify, at minimum: scope of Services, Deliverables, timeline, fees, and payment schedule. Statements of Work become effective when signed by authorized representatives of both Parties.
2.2 Performance Standard.
DRYVE will perform the Services in a professional and workmanlike manner consistent with industry standards for security and compliance consulting, using personnel with the experience and qualifications appropriate to the Services.
2.3 Customer Cooperation.
Customer will provide DRYVE with reasonable access to personnel, systems, documentation, and other information that DRYVE reasonably requests to perform the Services. Customer acknowledges that DRYVE’s ability to meet timelines and deliver Services depends on Customer’s timely cooperation, and that delay in Customer cooperation may result in a Project Change Request and adjustment to fees and timeline.
2.4 Subcontractors.
DRYVE may engage subcontractors to perform portions of the Services. DRYVE remains responsible for the performance of its subcontractors as if it had performed the Services itself. DRYVE will require its subcontractors to comply with confidentiality obligations no less protective than those set forth in Section 7.
2.5 Coordination with Other Vendors.
Customer may engage other vendors (including without limitation technical remediation providers, audit firms, and managed-service providers) in connection with Customer’s overall security and compliance program. DRYVE will reasonably coordinate with such vendors as identified in the applicable Statement of Work, subject to confidentiality obligations. DRYVE has no responsibility for the work product, performance, or omissions of any vendor not engaged by DRYVE.
3. Fees, Expenses, and Payment
3.1 Fees.
Customer will pay DRYVE the fees set forth in each Statement of Work in accordance with the payment schedule specified therein. Unless otherwise provided in the Statement of Work, fees are stated in U.S. dollars and are exclusive of taxes.
3.2 Pass-Through Products.
Where a Statement of Work includes Pass-Through Products, DRYVE will procure such products on Customer’s behalf and invoice Customer at the price set forth in the Statement of Work. Customer’s use of Pass-Through Products is subject to the third-party provider’s end-user license agreement or terms of service, which DRYVE will make available upon request. Pass-Through Product fees are non-refundable once procured. Termination of a Statement of Work does not terminate Customer’s rights or obligations with respect to Pass-Through Products, which are governed by the applicable third-party terms.
3.3 Expenses.
Customer will reimburse DRYVE for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services (including travel and lodging if required), at actual cost and supported by reasonable documentation. Customer travel policies will apply where provided in advance.
3.4 Payment Terms.
DRYVE will invoice Customer in accordance with the Statement of Work. Payment is due within thirty (30) days of the invoice date. Past-due amounts bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. DRYVE may suspend Services if any undisputed amount remains unpaid more than thirty (30) days after the payment due date, after providing Customer with written notice and a reasonable opportunity to cure.
3.5 Disputed Invoices.
If Customer in good faith disputes any portion of an invoice, Customer will pay the undisputed portion when due and notify DRYVE in writing of the dispute within twenty (20) days of the invoice date, specifying the basis for the dispute. The Parties will work in good faith to resolve any disputed amounts within thirty (30) days.
3.6 Taxes.
Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, except for taxes based on DRYVE’s net income. Customer is responsible for paying all such taxes associated with its purchases.
4. Term and Termination
4.1 Term.
This Agreement begins on the Effective Date and continues until terminated in accordance with this Section 4. Each Statement of Work begins on its effective date and continues until the Services are completed or the Statement of Work is terminated.
4.2 Termination for Convenience.
Either Party may terminate any Statement of Work for convenience upon thirty (30) days’ prior written notice to the other Party. Either Party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice if no Statement of Work is then in effect.
4.3 Termination for Material Breach.
Either Party may terminate this Agreement or any Statement of Work for material breach upon thirty (30) days’ prior written notice if the breaching Party fails to cure the material breach within the notice period. Failure to pay undisputed amounts when due is a material breach.
4.4 Termination for Insolvency.
Either Party may terminate this Agreement and any Statement of Work immediately upon written notice if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its assets.
4.5 Effect of Termination.
Upon termination of a Statement of Work: (a) Customer will pay DRYVE for all Services performed and Pass-Through Products procured through the effective date of termination, calculated on a pro rata basis where applicable; (b) DRYVE will deliver to Customer all Custom Deliverables completed or substantially completed as of the termination date; (c) each Party will return or destroy the other Party’s Confidential Information in accordance with Section 7.4; and (d) the provisions identified in Section 19 (Survival) will survive.
5. Change Control
Either Party may request changes to a Statement of Work by submitting a written Project Change Request (“PCR”) describing the proposed change and any associated impact on scope, fees, or schedule. A PCR becomes effective only when signed by authorized representatives of both Parties. DRYVE has no obligation to perform additional services outside the scope of an existing Statement of Work absent an executed PCR.
6. Intellectual Property
6.1 Customer Materials.
Customer retains all right, title, and interest in and to all materials, data, and Intellectual Property provided by Customer to DRYVE in connection with the Services (“Customer Materials”). Customer grants DRYVE a non-exclusive, royalty-free license to use Customer Materials solely as necessary to perform the Services.
6.2 Background IP.
Each Party retains all right, title, and interest in and to its respective Background IP. Neither Party acquires any right, title, or interest in or to the other Party’s Background IP except as expressly set forth in this Agreement.
6.3 Custom Deliverables — Customer Ownership.
Subject to Customer’s payment of all undisputed fees due under the applicable Statement of Work, DRYVE assigns to Customer all right, title, and interest in and to the Custom Deliverables, excluding any Background IP embedded therein. The Parties acknowledge that Custom Deliverables are intended to be owned by Customer so that Customer may use, modify, distribute, and represent them as Customer’s own work product, including without limitation in connection with audits, regulatory examinations, and customer or investor diligence.
6.4 License to Embedded Background IP.
To the extent any DRYVE Background IP is embedded in Custom Deliverables, DRYVE grants Customer a perpetual, non-exclusive, royalty-free, worldwide, fully paid-up license to use, copy, modify, and distribute such Background IP solely as part of the Custom Deliverables and solely for Customer’s internal business purposes (including audit and regulatory purposes).
6.5 Residual Knowledge.
Nothing in this Agreement restricts DRYVE from using general skills, experience, knowledge, ideas, concepts, or know-how acquired or developed in the course of performing Services, provided that DRYVE does not use or disclose Customer’s Confidential Information in violation of Section 7.
7. Confidentiality
7.1 Definition.
“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, in writing, electronically, or by inspection of tangible objects, that is identified as confidential or that the Receiving Party should reasonably understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, customer and investor information, technical information, security controls and assessments, audit findings, vendor information, employee information, and the terms of this Agreement and any Statement of Work.
7.2 Obligations.
The Receiving Party will: (a) use the Disclosing Party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement; (b) protect the Disclosing Party’s Confidential Information using at least the degree of care it uses to protect its own confidential information of similar sensitivity, and in any event no less than reasonable care; and (c) limit access to Confidential Information to those employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth in this Section 7.
7.3 Exclusions.
Confidential Information does not include information that the Receiving Party can demonstrate: (a) was known to it prior to disclosure by the Disclosing Party without breach of any obligation of confidentiality; (b) is or becomes publicly known through no fault of the Receiving Party; (c) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully received by the Receiving Party from a third party without obligation of confidentiality.
7.4 Required Disclosures.
If the Receiving Party is required by law, regulation, court order, or governmental authority (including without limitation the U.S. Securities and Exchange Commission) to disclose Confidential Information, the Receiving Party will, to the extent permitted by law, give the Disclosing Party prompt written notice and reasonable cooperation in seeking a protective order or other remedy.
7.5 Return or Destruction.
Upon termination of this Agreement or any Statement of Work, or upon the Disclosing Party’s written request, the Receiving Party will promptly return or, at the Disclosing Party’s option, destroy all Confidential Information in its possession, except that the Receiving Party may retain copies (i) as required by applicable law or regulation, (ii) in archival or backup systems in the ordinary course, or (iii) in attorney work product, in each case subject to the continuing confidentiality obligations of this Section 7.
7.6 Term and Survival.
The obligations in this Section 7 apply during the term of this Agreement and continue for five (5) years following termination, except that obligations with respect to information constituting a trade secret continue for so long as such information remains a trade secret under applicable law.
8. Data Security
8.1 Safeguards.
DRYVE will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Confidential Information from unauthorized access, use, or disclosure, consistent with industry-standard practices for security and compliance consulting firms. Such safeguards include encryption of Customer Confidential Information in transit and at rest where technically feasible, access controls based on least privilege, employee security awareness training, secure development practices, and a written information security program.
8.2 Security Incident Notification.
DRYVE will notify Customer in writing of any actual or reasonably suspected unauthorized acquisition, access, use, or disclosure of Customer Confidential Information that compromises the security or confidentiality of such information (a “Security Incident”) within seventy-two (72) hours of DRYVE’s discovery. The notification will include reasonable detail regarding the nature of the Security Incident, the data affected, and the steps DRYVE is taking to investigate and remediate. DRYVE will reasonably cooperate with Customer’s investigation and any required notifications to regulators or affected individuals.
8.3 Data Return.
Upon termination of a Statement of Work, DRYVE will, at Customer’s election, return or securely destroy Customer Confidential Information in accordance with Section 7.5, and will provide written certification of destruction upon request.
9. Representations, Warranties, and Disclaimers
9.1 Mutual Representations.
Each Party represents and warrants that: (a) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) execution and performance of this Agreement do not conflict with any other agreement to which it is a party; and (c) it will perform its obligations in compliance with applicable laws, statutes, and regulations.
9.2 DRYVE Performance Warranty.
DRYVE warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. As Customer’s sole and exclusive remedy for breach of this warranty, DRYVE will, at its option, re-perform the non-conforming Services or refund the fees paid for the non-conforming Services, provided Customer notifies DRYVE in writing of the alleged breach within thirty (30) days of performance.
9.3 Customer Materials Warranty.
Customer represents and warrants that any Customer Materials provided to DRYVE will not infringe the Intellectual Property rights of any third party and will not violate any applicable law or regulation.
9.4 No Audit, Certification, or Examination Outcome Warranty.
DRYVE provides readiness, advisory, and consulting services. DRYVE does not perform and does not issue independent audits, attestations, or certifications. DRYVE makes no warranty that Customer will pass any audit, assessment, certification, examination, or regulatory review (including without limitation SOC 2, ISO 27001, HIPAA, PCI DSS, or SEC examinations), or that Customer will receive a clean, unqualified, or favorable opinion from any auditor or regulator. DRYVE is not responsible for the conclusions, opinions, or findings of any independent auditor or regulatory body.
9.5 No Security Guarantee.
DRYVE’s services are intended to assist Customer in building and maintaining its security and compliance program. DRYVE does not warrant that Customer’s systems, networks, or data will be free from unauthorized access, breach, intrusion, or loss. Security is a shared responsibility dependent on factors beyond DRYVE’s control.
9.6 No Legal, Accounting, or Investment Advice.
DRYVE’s Services do not constitute legal, accounting, tax, or investment advice. Customer should consult its own legal counsel, accountants, and other advisors regarding the application of laws, regulations, and standards to Customer’s specific circumstances. Without limitation, DRYVE’s Services do not constitute a compliance opinion under the Investment Advisers Act of 1940 or any rule promulgated thereunder.
9.7 Disclaimer of Other Warranties.
Except for the express warranties in this Agreement, DRYVE disclaims all warranties, express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. DRYVE does not warrant that the Services will be uninterrupted, error-free, or free from harmful components.
10. Indemnification
10.1 DRYVE Indemnification.
DRYVE will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim alleging that the Custom Deliverables, as delivered by DRYVE and used by Customer in accordance with this Agreement, infringe the Intellectual Property rights of such third party, and will pay any damages and costs (including reasonable attorneys’ fees) finally awarded against Customer by a court of competent jurisdiction or agreed in settlement. DRYVE has no obligation under this Section 10.1 to the extent the claim arises from (a) Customer Materials, (b) modifications to Custom Deliverables not made by DRYVE, (c) combination of Custom Deliverables with materials not provided by DRYVE, or (d) use of Custom Deliverables in a manner not contemplated by this Agreement.
10.2 Customer Indemnification.
Customer will defend, indemnify, and hold harmless DRYVE and its officers, directors, employees, and agents from and against any third-party claim arising out of or related to (a) Customer Materials, (b) Customer’s breach of Section 9.3, or (c) Customer’s use of the Custom Deliverables in violation of this Agreement or applicable law, and will pay any damages and costs (including reasonable attorneys’ fees) finally awarded against DRYVE by a court of competent jurisdiction or agreed in settlement.
10.3 Indemnification Procedures.
The indemnified Party will (a) promptly notify the indemnifying Party in writing of the claim (provided that failure to give prompt notice does not relieve the indemnifying Party of its obligations except to the extent it is materially prejudiced), (b) give the indemnifying Party sole control of the defense and settlement (provided that the indemnifying Party may not settle any claim that admits liability or imposes any non-monetary obligation on the indemnified Party without the indemnified Party’s prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying Party’s expense.
10.4 DRYVE Mitigation.
If a Custom Deliverable becomes, or in DRYVE’s reasonable opinion is likely to become, the subject of a claim under Section 10.1, DRYVE may, at its option and expense, (a) procure for Customer the right to continue using the Custom Deliverable, (b) modify or replace the Custom Deliverable so that it becomes non-infringing while remaining substantially equivalent in functionality, or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Statement of Work and refund any prepaid fees attributable to the Custom Deliverable.
11. Limitation of Liability
11.1 Exclusion of Indirect Damages.
Except for the exclusions in Section 11.3, in no event will either Party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, loss of use, loss of data, or business interruption, whether in contract, tort (including negligence), strict liability, or any other legal or equitable theory, even if advised of the possibility of such damages.
11.2 Cap on Direct Damages.
Except for the exclusions in Section 11.3, each Party’s aggregate liability arising out of or relating to this Agreement or any Statement of Work will not exceed the total fees paid or payable by Customer to DRYVE under the Statement of Work giving rise to the claim in the twelve (12) months preceding the event giving rise to the claim.
11.3 Exclusions from Liability Limits.
The limitations in Sections 11.1 and 11.2 do not apply to: (a) a Party’s indemnification obligations under Section 10; (b) breach of Section 7 (Confidentiality) or Section 8 (Data Security); (c) gross negligence or willful misconduct; (d) infringement or misappropriation of the other Party’s Intellectual Property; or (e) Customer’s payment obligations.
11.4 Allocation.
The Parties acknowledge that the limitations in this Section 11 are an essential element of the bargain between the Parties and that the fees would be substantially higher absent these limitations. The limitations apply notwithstanding the failure of essential purpose of any limited remedy.
12. Insurance
During the term of this Agreement, DRYVE will maintain, at its own expense, insurance coverage of the following types and minimum amounts with insurers having an A.M. Best rating of A- or better:
(a) Professional Liability / Errors and Omissions: $2,000,000 per claim and $2,000,000 in the aggregate;
(b) Cyber Liability and Privacy: $2,000,000 per claim and $2,000,000 in the aggregate;
(c) Commercial General Liability: $1,000,000 per occurrence and $2,000,000 in the aggregate;
(d) Workers’ Compensation: as required by applicable law in jurisdictions where DRYVE has employees.
DRYVE will provide certificates of insurance evidencing the foregoing coverages upon Customer’s reasonable request.
13. Compliance with Laws; Financial Services
13.1 General.
Each Party will perform its obligations under this Agreement in compliance with all applicable foreign, federal, state, and local laws, statutes, orders, and regulations, including those relating to privacy, data protection, anti-bribery, and economic sanctions.
13.2 MNPI.
DRYVE acknowledges that, in the course of performing Services for Customers in the financial services industry, DRYVE may receive or have access to MNPI. DRYVE will not, and will cause its personnel not to, use, disclose, or trade on MNPI for any purpose other than performing the Services in accordance with this Agreement, and will comply with all applicable securities laws and regulations.
13.3 Regulatory Cooperation.
If Customer is subject to examination, investigation, or other inquiry by a regulatory or governmental authority (including without limitation the U.S. Securities and Exchange Commission) and the inquiry relates to the Services, DRYVE will reasonably cooperate with Customer in responding to such inquiry, subject to applicable confidentiality obligations and at Customer’s reasonable expense for time and out-of-pocket costs.
13.4 Books and Records.
DRYVE acknowledges that certain Customers are subject to books-and-records requirements under the Investment Advisers Act of 1940 (including Rule 204-2) and similar laws and regulations, and that Custom Deliverables may constitute Customer’s books and records. DRYVE will deliver Custom Deliverables in a format reasonably suitable for Customer’s records-retention obligations.
14. Independent Contractor
DRYVE is an independent contractor and not an employee, agent, partner, joint venturer, or fiduciary of Customer. Neither Party has authority to bind the other to any agreement or to make any representation on behalf of the other. DRYVE is solely responsible for the compensation, benefits, and tax obligations of its personnel.
15. Non-Solicitation
During the term of this Agreement and for twelve (12) months thereafter, neither Party will directly solicit for employment any person employed by the other Party who has been substantively engaged in performing or receiving the Services. This restriction does not apply to (a) general solicitations not specifically targeted at the other Party’s personnel, or (b) responses to such general solicitations.
16. Assignment
Neither Party may assign this Agreement or any Statement of Work, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement, without consent, to a successor in interest in connection with a merger, consolidation, reorganization, or sale of all or substantially all of its assets or equity. Any attempted assignment in violation of this Section is void. This Agreement binds and inures to the benefit of the Parties’ permitted successors and assigns.
17. Notices
Any notice required or permitted under this Agreement must be in writing and is deemed given when delivered (a) by personal delivery, (b) by recognized overnight courier with tracking, or (c) by email with confirmation of receipt. Notices to DRYVE must be sent to: Dryve Compliance, LLC, 70380 Highway 21, Suite 2 #116, Covington, LA 70433, with a copy by email to legal@dryve.llc. Notices to Customer must be sent to the address and email designated in the applicable Statement of Work or as otherwise notified in writing. Each Party may change its notice address upon written notice to the other.
18. Dispute Resolution
18.1 Good Faith Negotiation.
In the event of any dispute arising out of or relating to this Agreement, the Parties will attempt in good faith to resolve the dispute through senior-management negotiation for a period of at least thirty (30) days before resorting to litigation. This Section does not prevent either Party from seeking injunctive relief at any time to protect its Confidential Information or Intellectual Property.
18.2 Governing Law.
This Agreement is governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
18.3 Venue.
Any judicial proceeding arising out of or relating to this Agreement must be brought exclusively in a state or federal court located in the home jurisdiction of the defendant, and each Party irrevocably submits to the personal jurisdiction and venue of such courts. Nothing in this Section limits a Party’s ability to seek injunctive relief in any court of competent jurisdiction.
18.4 Attorneys’ Fees.
In any judicial proceeding arising out of or relating to this Agreement, the substantially prevailing Party is entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.
18.5 Waiver of Jury Trial.
Each Party knowingly, voluntarily, and intentionally waives any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement.
19. Survival
The following Sections survive the expiration or termination of this Agreement: 1 (Definitions), 3 (with respect to amounts accrued prior to termination), 4.5 (Effect of Termination), 6 (Intellectual Property), 7 (Confidentiality), 8.3 (Data Return), 9 (Representations, Warranties, and Disclaimers, with respect to claims arising prior to termination), 10 (Indemnification), 11 (Limitation of Liability), 13 (Compliance with Laws), 15 (Non-Solicitation), 17 (Notices), 18 (Dispute Resolution), 19 (Survival), and 20 (General).
20. General
20.1 Entire Agreement; Order of Precedence.
This Agreement, together with each Statement of Work and any executed Project Change Requests, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements, communications, and understandings, written or oral. In the event of conflict, the order of precedence is: (a) executed Project Change Requests, (b) the applicable Statement of Work, (c) this Agreement, with the more specific provision controlling within each level. Pre-printed terms on a Customer purchase order or similar document have no effect.
20.2 Amendments.
This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. A Statement of Work may modify or supplement this Agreement, but only to the extent expressly stated and only with respect to that Statement of Work.
20.3 Severability.
If any provision of this Agreement is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
20.4 Waiver.
No waiver of any provision of this Agreement is effective unless in writing and signed by the Party granting the waiver. Failure to enforce any provision is not a waiver of future enforcement.
20.5 Force Majeure.
Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, governmental actions, war, terrorism, civil disturbance, court order, labor dispute, pandemic, severe weather, fire, flood, hurricane, internet or telecommunications outages, or third-party-service-provider failures. The affected Party will give prompt notice and use reasonable efforts to mitigate. This Section does not excuse confidentiality, data security, or payment obligations.
20.6 Counterparts; Electronic Signature.
This Agreement and any Statement of Work may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means (including PDF and electronic signature platforms) are valid and binding.
20.7 No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement creates any rights in any third party.
20.8 Headings.
Section headings are for convenience only and do not affect interpretation.
20.9 Construction.
This Agreement has been negotiated by the Parties and their respective counsel and shall be construed fairly, without strict construction in favor of or against either Party. The words “include,” “including,” and similar terms are not limiting.