General Terms & Conditions
THESE GENERAL TERMS & CONDITIONS apply to and form part of the Agreement (as defined in the Signature Page to which these Terms & Conditions are attached) entered into on the Effective Date stated therein, between CIE Solutions, LLC (“CIE”) and Client.
1. DEFINITIONS and RULES OF INTERPRETATION.
(a) Definitions. In addition to the terms defined in the Signature Page and elsewhere in these General Terms & Conditions, the following terms shall have the assigned meanings:
“Intellectual Property” means any and all intellectual property rights and other proprietary rights (whether legal, equitable, contractual, statutory or on any other basis) in relation to inventions, innovations, ideas, patents, applications for patents, copyright, registered and unregistered designs, registered and unregistered trademarks, utility models, designs, mask rights, rights in relation to technologies in development, trade secrets, know-how and confidential information and all other intellectual property as defined in applicable law, including any right to register those rights, whether created before or after the date of this Agreement.
“Residual Information” means information that may be retained in non-tangible form by persons who have had access to confidential information or Client IP, including, without limitation general ideas, concepts, know-how, or techniques contained therein.
“Scope Document(s)” means each Scope of Work and each Purchase Order entered into under this Agreement. When Client is purchasing only goods, the parties may enter a Purchase Order or a Scope of Work for the purchase. When Client is purchasing only Services, or Services and goods, the parties shall set forth the terms in a Scope of Work.
“Service(s)” means the services, activities, and any deliverables to be provided by CIE under this Agreement and described in the attached Scope(s) of Work.
(b) Rules of Interpretation. Unless otherwise specified: (a) “or” is not exclusive and includes “and/or”; (b) “including” means “including, without limitation”; (c) “shall” means ‘has a duty to; is required to’; (d) whenever a term is defined herein, the definition ascribed to such term, and each common noun and pronoun, shall be equally applicable to both the singular and plural forms of such term and to masculine, feminine and neuter genders of such term; (e) references to sections, subsections, paragraphs, Scope Documents, schedules or exhibits shall refer to such portions of this Agreement unless otherwise clearly stated, and each such document is incorporated into this Agreement as though set forth fully herein; (f) unless the context shall clearly indicate otherwise, or may otherwise require, in this Agreement the terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Agreement as a whole and not to any particular section or subsection hereof; (g) the headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.
2. DESCRIPTION OF SERVICES.
(a) CIE shall provide the Services, and Client shall purchase, pay for, and utilize the Services, in accordance with the terms and conditions of this Agreement. The parties may, by mutual written agreement, add and incorporate additional services by executing additional Scope Documents.
(b) CIE’s successful and timely rendering of the Services will require the good faith cooperation of Client. Accordingly, Client shall fully cooperate with CIE, including by (i) providing CIE with all information reasonably requested by CIE; (ii) making available to CIE (1) personnel of Client, and (2) appropriate development time on Client's systems, to permit CIE to perform the Services; (3) providing at least one employee or consultant of Client, reasonably acceptable to CIE, who shall have substantial relevant experience and knowledge to act as Client's contact in connection with the performance of the Services.
(c) CIE shall exercise commercially reasonable efforts to complete Services for Client within the schedule or milestones, if any, set forth in a given Scope Document. Notwithstanding any other term of this Agreement, CIE shall not be liable for any delays caused by Client's actions or inactions and time lost from such delays shall automatically extend any applicable schedule dates, milestones or deadlines.
3. TERM. Unless terminated earlier in accordance with the provisions of paragraph 4, this Agreement shall commence on the Effective Date and shall continue for the term specified in a Scope Document, if any, provided, however, that each Scope Document may have its own term such that any Scope Document with a termination date after the termination date of this Agreement shall extend this Agreement accordingly, unless that Scope Document is also terminated. The term of each specific Scope Document, if applicable, shall be set forth in the Scope Document.
4. TERMINATION.
(a) By CIE. In addition to any other rights at law or in equity, CIE may immediately suspend the delivery of Services or terminate this Agreement and any Scope Document if Client (i) fails to provide any required deposit; (ii) fails to make payment when due and fails to remedy such nonpayment within 5 business days after receipt of written notice thereof from CIE; (iii) becomes insolvent or bankrupt or ceases paying its debts generally as they mature; or (iv) commits a breach of any of the material terms of this Agreement (other than a breach addressed in (i) and (ii) above) and fails to remedy such breach within 30 days after receipt of written notice thereof from CIE. If CIE terminates this Agreement or a Scope of Work, Client shall pay CIE for all Services rendered through and including the date of termination, and upon payment of the amount due ownership of and title to any portion of the Services and deliverables, if any, covered by such amount shall pass to Client and Client shall be entitled to take delivery of any such Services and deliverables.
(b) By Client. In addition to any other rights at law or in equity, Client may terminate this Agreement and any Scope Document if CIE: (ii) becomes insolvent or bankrupt or ceases paying its debts generally as they mature; or (ii) commits a breach of any of the material terms of this Agreement and fails to remedy such breach within 30 days after receipt of written notice thereof from Client. If Client has paid all undisputed amounts due under this Agreement and any applicable Scope Document, Client may terminate this Agreement or any Scope Document for convenience upon not less than 30 days written notice to CIE. If Client terminates this Agreement or a Scope Document, Client shall pay CIE for all Services rendered through and including the date of termination. Client may NOT terminate a Purchase Order if the order has already been placed and cannot be canceled by CIE with a full refund to CIE of any amounts paid by CIE to the vendor or supplier.
(c) Consultation. Notwithstanding paragraphs 4(a) and 4(b), before terminating this Agreement or any Scope Document because of an uncured breach of this Agreement by the other party, each party shall notify and consult in advance with the other party respecting any problems, differences of opinion, disagreements or any other matters that may lead such party to terminate or seek to terminate this Agreement. The purpose and intent of the parties in including this provision is to ensure that both parties to this Agreement are made aware of any problems arising out of or relating to this Agreement or the relationship of the parties hereunder, so that the parties hereto may, in good faith, consult with one another concerning such problems and, where possible, resolve such problems to the parties' mutual satisfaction.
5. PRICING, BILLING and PAYMENT. Client shall pay CIE all applicable rates and charges set forth in the Scope Document(s). Charges and pricing for Services may be on a fixed price basis or on an hourly “time and materials” basis, which shall be specified in the applicable Scope Document. In some instances, prepayment or deposit may be required before CIE places orders or commences Services, which shall be specified in the applicable Scope Document. CIE shall provide periodic invoices at intervals specified in the applicable Scope Document for the Services, and the invoiced amounts shall be due and payable by Client in U.S. Dollars in immediately available funds upon receipt of the invoice. Any amounts due hereunder that are more than 30 days past due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum amount allowable by law, compounded daily, beginning with the 31st day following the date on which Client received the invoice, and continuing until paid in full. If Client disputes an invoice in good faith, Client may withhold the disputed amount, provided that Client must: (a) notify CIE at least ten (10) days before the invoice is due of any such disputed amount, specifying the nature of the dispute or inaccuracy; and (b) pay any undisputed amount when due hereunder.
6. TAXES. Unless otherwise required by applicable law or agreed to by Client and CIE in writing, invoiced compensation payable to CIE shall be exclusive of sales, use, excise, value added, goods and services, and other similar taxes. When CIE has an obligation to collect taxes, then any such taxes shall be shown separately on the invoice, and Client shall pay such amounts to CIE, in addition to the compensation payable. If Client is authorized to issue a sales/use tax exemption or other certificate in lieu of paying sales/use taxes, Client will provide to CIE a properly completed certificate. CIE shall make all reasonable efforts to minimize its liability to pay and to recover from Client any sales, use, excise, value added, goods and services, and other similar taxes that may be assessed on compensation or payments under any Scope of Work.
7. EQUIPMENT AND MATERIALS NOT PROVIDED BY CIE. CIE shall not provide any Client premise equipment or other equipment, nor any software, to Client except as specifically set forth in a Scope Document. If Client’s equipment or software, or Client’s third-party equipment or software, impairs Client’s use of any Services, Client will still be liable for payment for the Services.
8. INTELLECTUAL PROPERTY, OWNERSHIP AND RIGHTS.
(a) Client’s Intellectual Property. All Intellectual Property supplied by Client, and all software (whether object or source code) supplied by Client, including through Client’s third-party vendors or suppliers, to CIE in connection with the Services, shall remain the sole and exclusive property of Client or other third-party lawful owner thereof (the "Client IP"), to be used only in connection with the applicable Scope Document and as otherwise permitted hereunder. Client hereby grants CIE a non-exclusive, non-transferable, revocable license to use all Client IP to the extent reasonably necessary to perform the Services. Client warrants that (1) it has the right to possess and use all Client IP delivered to CIE by Client or for Client's account under a Scope Document, and that Client is the license or sole owner of all rights in the Client IP, and the use, reproduction, distribution, exhibition, and performance of the Client IP (and the creation of derivative works based thereon) in the intended manner will not in any way constitute an infringement or other violation of any Intellectual Property right or other proprietary or personal rights of any third party, and (2) the Client IP does not and shall not contain any code, content, materials, data, work, trade, or service mark, trade name, link, advertising, or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract, or other right of any person.
(b) Work Made for Hire. Except as set forth in 8(c) below, upon payment by Client to CIE therefore, all Intellectual Property (including but not limited to all software code, Portable Document Format code, text, graphics, and designs created for Client under the applicable Scope Document) to the extent it is created by CIE expressly for Client as a deliverable to Client, shall be deemed to be "work made for hire" under the Copyright Act of 1976 and shall be the sole and exclusive property of Client, provided that, to the extent any such deliverable cannot be “work made for hire” under applicable law, CIE hereby assigns to Client all right, title and interest in and to such deliverable, and agrees to execute, to the extent reasonable and at the sole cost and expense of Client, such further documents as may be necessary or desirable to effect the same.
(c) CIE’s Intellectual Property. Notwithstanding the foregoing, (i) all Intellectual Property in existence prior to this Agreement, and (ii) to the extent capable of reuse by CIE, all Intellectual Property developed or provided by CIE hereunder that does not incorporate all or any part of the Client IP and are not created exclusively for Client as specified in 8(b) (together, the “CIE IP”), shall remain the sole and exclusive property of CIE. CIE hereby grants to Client a worldwide, fully paid-up, perpetual, non-exclusive, non-transferable license to use the CIE IP in connection with Client's use of the Services and any deliverables associated with the Services. Client may not make other uses of or modify, copy, adapt, reverse engineer or create derivative works based on the CIE IP without CIE's prior written consent.
(d) No Right to Exhibit to Others. CIE shall not make or authorize any publicity, news release, advertisement, or other disclosure that relates to the Agreement or the relationship between CIE and Client, deny or confirm the existence of the Agreement, or make use of Client’s name or log without the Client’s prior written consent
9. CONFIDENTIALITY. Each party may have access to certain confidential information of the other concerning such party's business, products, services, technical data, trade secrets, inventions, processes, know-how and clients (“Confidential Information”). Each party shall use the Confidential Information of the other solely to perform this Agreement, and all Confidential Information shall remain the sole property of the respective parties. Respecting the other party’s Confidential Information, each party shall use the same care as it uses to maintain the confidentiality of its own Confidential Information, which shall be no less than reasonable care, and shall not disclose the Confidential Information to any third party without the written consent of the discussing party, except to employees, consultants or agents to whom disclosure is necessary to the performance of this Agreement and who are bound by an obligation of confidentiality. Information shall not be deemed confidential if it: (1) is known to the receiving party prior to receipt from the discussing party as reasonably evidenced by such party; (2) becomes known to the receiving party from a source other than one, to receiving party's knowledge, who is under an obligation of confidentiality to the discussing party; (3) becomes publicly known or otherwise ceases to be confidential other than by a breach of the receiving party; or (4) is independently developed by receiving party other than by a breach of this Agreement.
10. DISPUTE RESOLUTION.
(a) If there is a dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination, or validity hereof, the parties shall first attempt in good faith to negotiate a resolution to such dispute, controversy or claim. If a negotiated resolution to the dispute, controversy or claim is not forthcoming after seven (7) days (or such other period of time to which the parties may agree), either party may serve the other party with a written demand that the dispute be submitted for expedited binding arbitration. Any demand for arbitration shall set forth the nature of the dispute, an approximation of the amount in question, if any, and the nature of the remedy sought. The dispute shall be submitted to expedited arbitration in accordance with the rules and procedures for commercial arbitration of the American Arbitration Association or any successor organization, before a single arbitrator, and judgment upon any award rendered by the arbitrator shall be binding and final and may be entered in any court having jurisdiction thereof. The place of arbitration shall be in Denver, Colorado.
(b) The arbitrator may grant any remedy or relief deemed just and equitable within the scope of this Agreement, including but not limited to, equitable relief, specific performance, and, if one party shall fail to respond, an award by default; provided, however, the arbitrator shall have no authority to award punitive or other damages not measured by the prevailing party’s actual damages. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all of its reasonable pre-award arbitration expenses, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, and attorneys’ fees.
11. WARRANTY. CIE shall provide the Services in a good and workmanlike manner, free from defects. If specifications for Services or deliverables are set forth in the applicable Scope Document, then CIE warrants that the Service or deliverable will perform substantially in accordance with such specifications for a period of 90 days from the date of delivery or such longer period stated in the Scope Document. This limited warranty is void if, and it excludes remedy for, any failure, damage or defect caused by (1) Client’s or its agent’s negligence, willful misconduct, abuse, or improper storage, improper installation, improper or insufficient maintenance, or improper operation, (2) alterations or repair not executed by CIE or with CIE’s written authorization, (3) claims with respect to parts that are consumable and normally replaced during maintenance, or (4) accidents or normal wear and tear and normal usage. CIE makes no warranty with respect to accessory or other equipment manufactured by others and sold by CIE. CIE shall assign to the Client at the time of final completion of the Services or delivery of any goods any and all manufacturer's warranties, and CIE shall perform the Services in such manner so as to preserve any and all such manufacturer's warranties, and CIE shall reasonably assist Client with any claims under manufacturer’s warranties.
12. WARRANTY DISCLAIMER. EXCEPT FOR THE WARRANTY SPECIFIED IN SECTION 12, NEITHER CIE NOR ITS AFFILIATES MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY CIE, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY.
13. LIMITATION OF LIABILITY. CIE’s sole liability, and Client’s sole remedy, for breach of warranty under this Agreement shall be, at CIE’s option, either (a) repair or replacement of the Services or deliverable that has defects, or (b) refund to Client of the price paid for the faulty Service or deliverable. IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR AGENTS BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, WHETHER FOR, AMONG OTHER THINGS, BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM, AND WHETHER LIABILITY IS ASSERTED IN, AMONG OTHER THINGS, CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT PRODUCT LIABILITY) WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN ADDITION, CIE’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID TO CIE BY CLIENT PURSUANT TO THE APPLICABLE STATEMENT OF WORK. THE PARTIES WAIVE ANY CLAIM THAT THESE EXCLUSIONS OR LIMITATIONS DEPRIVE IT OF AN ADEQUATE REMEDY, OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. The provisions of this Section 13 allocate the risks between CIE and Client, and CIE's pricing reflects the allocation of risk and limitations of liability specified herein.
14. INDEMNIFICATION. Each party shall, at its own expense, indemnify, defend, and hold harmless the other party, and such party’s employees, directors, officers, representatives, and agents (collectively, the “Indemnified Parties”) against any claim, suit, action, liabilities, costs, and expenses or other legal proceeding brought by a third party against the Indemnified Parties (“Claim(s)”), to the extent that such Claim is based on or arises from bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Services), including the loss of use resulting therefrom, or the alleged or actual infringement of Intellectual Property, but for Claims other than those based on Intellectual Property infringement, only to the extent caused by any negligent act or omission of the indemnifying party or its officers, directors, managers, employees or agents.
The indemnifying party will pay any and all costs, damages, and expenses, including reasonable attorneys’ fees and costs awarded against or otherwise incurred by the Indemnified Parties in connection with or arising from or attributable to any such Claim. The indemnifying party’s obligations under this Section shall be subject to reasonably prompt notice of any such Claim and permitting the indemnifying party, through its counsel, to answer and defend such Claim. The Indemnified Parties, at their own expense, shall have the right to employ separate counsel and participate in the defense thereof. In no event may either party enter into any third-party agreements that would in any manner affect the rights of, or bind, the other party in any manner to such third party, without the prior written consent of the other party.
15. ASSIGNMENT. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party which consent shall not be unreasonably withheld, conditioned, or delayed; except that either party may assign this Agreement without consent to any affiliated entity or to any successor in interest whether by merger, reorganization, or transfer of all or substantially all of its assets or otherwise. Any attempted assignment or delegation in contravention of this Section 16 shall be void.
16. FORCE MAJEURE. No failure, delay, or omission by either party to carry out or observe any of the terms and conditions of this Agreement (other than any payment obligation) shall give rise to any claim against such party or be deemed a breach of this Agreement if such failure or omission arises from an act of God, acts of a public enemy; war; rebellion; insurrection; riot; terrorist acts; epidemic or pandemic; any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority or political subdivision or any department or regulatory agency thereof including quarantine restrictions, stay-at-home order or any requirements or restrictions of a similar nature; orders of any court or arbitral body; changes in law; acts of any person or persons engaged in subversive activity or sabotage; fires, floods, explosions, storms, earthquakes, lightning or other catastrophes; strikes, lockout, picketing, work slow-downs or other labor disputes provided the labor disputes do not involve labor employed by the affected party; and similar acts, events or occurrence, or any cause reasonably beyond the control of a party, or any other circumstance commonly known as “Force Majeure”.
17. NOTICES. All notices, requests or other communications hereunder shall be in writing, addressed to the parties at the address indicated on the Signature Page or as otherwise stated in the relevant Scope of Work hereto. Notices mailed by registered or certified mail shall be deemed to have been received by the addressee on the third business day following the mailing or sending thereof. Notices sent by facsimile or e-mail shall be conclusively deemed to have been received when the delivery confirmation is received. Any notice of change of address shall be deemed to be received only when actually received. A copy of any notice to Client shall be sent to notices@germeus.com.
18. SEVERABILITY AND WAIVER. If any part or any provision of this Agreement is or becomes illegal, invalid or unenforceable, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity or enforceability of the remaining parts of said provision or the remaining provisions of this Agreement. No waiver by either party of any provision of this Agreement shall be binding unless made in writing. Either party’s waiver of any portion of this Agreement, or failure to insist upon strict performance of any provision of this Agreement, shall not be construed as a waiver of any of its rights hereunder.
19. RELATIONSHIP OF THE PARTIES. The parties are independent contractors and shall have exclusive control of the manner and means of performing their respective obligations. Neither party shall have the right to bind the other party or act as its agent. This Agreement is non-exclusive; nothing in this Agreement shall be deemed to prevent either party from entering into an agreement or negotiation of any kind or nature with third parties. All persons employed by either party in connection with the Services provided under this Agreement shall be considered employees or agents of such party only, and shall in no way, either directly or indirectly, be considered employees or agents of the other party.
20. GOVERNING LAW.
(a) The laws of the state of Colorado shall govern this Agreement, without reference to its principles of conflict of laws. Client irrevocably consents and submits to personal jurisdiction in the courts of Denver County, Colorado for all matters arising under this Agreement. In the event an action is brought or an attorney is retained by any party to this Agreement to enforce the terms of this Agreement or to collect any moneys due hereunder, the prevailing party will be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney’s fees, reasonable costs of investigation and other related expenses incurred in connection therewith. The parties acknowledge and agree that any breach of their respective obligations under Sections 8, 9 or 10 will cause irreparable harm to the non-breaching party. Accordingly, the parties agree that in the event of a breach or threatened breach of Section 8, 9 or 10 in addition to any remedy at law to which the non-breaching party is entitled, such party shall be entitled to obtain appropriate equitable relief.
(b) If any legal action, arbitration, or other proceeding is brought under this Agreement, in addition to any other relief to which the successful or prevailing party or parties (the “Prevailing Party”) is entitled, the Prevailing Party is entitled to recover, and the non-Prevailing Party shall pay, all (i) reasonable attorneys’ fees of the Prevailing Party,(ii) court costs, and (iii) expenses, even if not recoverable by law as court costs (including, without limitation, all fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that action, arbitration or proceeding and all appellate proceedings. For purposes of this Section, the term “attorneys’ fees” includes, without limitation, paralegal fees, investigative fees, expert witness fees, administrative costs, disbursements, and all other charges billed by the attorney(s) to the Prevailing Party.
21. WAIVER OF TRIAL BY JURY. The parties hereby knowingly, irrevocably, voluntarily, and intentionally waive any rights to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement or arising out of, under, or in connection with this Agreement or any document or instrument executed in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or action of any party hereto. This provision is a material inducement for CIE and Client entering into the subject transaction.
22. NON-SOLICIT. During the term of this Agreement and for a period of 12-months after termination of this Agreement Client shall not solicit for employment any employee of CIE or any of its subsidiaries or affiliates, who has been such an employee at any time during the twelve (12) month period preceding the date of termination. This shall not apply to any communication or response to a publicly posted job description.
23. ENTIRE AGREEMENT. This Agreement, including the relevant Scope Document(s) represents the entire understanding between the parties in relation to the matters herein and supersedes all previous agreements whether oral or written made between the parties in relation to the subject matter hereof. Except as otherwise agreed herein, this Agreement may only be modified by a writing signed by authorized representatives of both parties.
24. FURTHER ASSURANCES. The parties agree to execute such other documents and perform such other acts as may be reasonably necessary or desirable to carry out the purposes of this Agreement.
25. SURVIVAL. Any provision of this Agreement which contemplates performance or observance after any termination or expiration of this Agreement (in whole or in part) shall survive any termination or expiration of this Agreement and continue in full force and effect.
26. COUNTERPARTS. The parties may sign this Agreement in multiple counterparts, each of which constitutes an original, and all of which, together, constitute only one agreement. The signatures of all of the parties need not appear on the same counterpart, and delivery of a signed counterpart signature page by electronic or digital facsimile such as Portable Document Format (PDF) or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) is as effective as signing and delivering this Agreement in the presence of the other parties to this Agreement. This Agreement is effective upon delivery of one signed counterpart from each party to the other parties. In proving this Agreement, a party must produce or account only for the signed counterpart of the party to be charged.
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