Master Consulting Services Agreement

Article 1. Recitals

1.1

Consultant offers consulting services in the field of website development, CRM implementation, marketing and sales process automation, and CRM integration ("Services"). The scope of services will be those addressed on a separate Statement of Work, which will be governed by the terms of this Agreement.

1.2

The Client desires to retain the Services of the Consultant according to the terms and conditions of this Agreement.

1.3

Consultant represents and warrants that it has expertise and experience that will be valuable in assisting Client with respect to the Services provided.

1.4

Subject to and in accordance with the terms, provisions, and conditions of this Agreement, Consultant desires to provide Client with Services and/or work products as addressed in this Agreement.

Article 2. Scope of Services

2.1Statement of Work

From time to time, as requested by Client, during the term of this Agreement, Consultant shall perform for Client services and provide to Client deliverables and other materials ("Work Products") according to Statements of Work agreed to and signed by authorized representatives of Client and Consultant. Work Products shall include deliverables and other materials (including without limitation documents, designs, and drafts) that are originated and prepared for Client by Consultant during the course of Consultant's performance under this Agreement. Each Statement of Work shall incorporate the terms of this Agreement and will set forth the scope, approach, and other matters as applicable.

2.2Change Orders

Changes to Statements of Work shall be made only in a writing executed by authorized representatives of each Party.

2.3Reporting

Consultant will submit to Client, from time-to-time, written reports regarding the progress of the Services performed, and detailing all required tasks and milestones completed with respect to such Services and any Work Products.

2.4Incorporation

The terms and conditions of any mutually signed Statements of Work shall be attached hereto and incorporated herein.

2.5Conflict

In the event of a conflict or ambiguity between any term of this Agreement and a Statement of Work, the terms of this Agreement shall prevail. The terms of this Agreement apply to all Services and Work Products that Consultant may provide to Client.

Article 3. Payment

3.1Fees

Consultant shall be compensated for Services as specified in the applicable Statement of Work. No additional amounts shall be chargeable to Client because of taxes or excises, presently or hereafter levied on Consultant.

3.2Expenses

Subject to any expense limit in the applicable Statement of Work, Client shall reimburse Consultant for all reasonable and necessary out-of-pocket expenses that Consultant may incur in providing the Services. Expenses will be billed as actually incurred and included on monthly invoices. Consultant shall cooperate with Client in an effort to minimize out-of-pocket expenses.

3.3Invoices

Consultant shall invoice Client for Services as specified in the applicable Statement of Work. Client shall pay amounts payable within fifteen (15) days of receipt of invoices. In the event that any invoiced items are disputed, the undisputed items shall be paid within the fifteen-day period and the disputed items shall be paid within fifteen (15) days after resolution of the dispute. If Client fails to pay undisputed amounts within fifteen (15) days, Client shall pay interest accrued on such undisputed amount at an interest rate of one and one-half percent (1½%) per month. Invoices may be paid via ACH/Wire or Credit Card (Credit Card Authorization required).

3.4Records, Access, and Audits

Consultant agrees to maintain accurate records to substantiate the expenses invoiced hereunder and shall retain those records for one (1) year from the dates of the respective invoices. Consultant shall provide copies of such records to Client upon request.

Article 4. Consultant's Performance Obligations

4.1Schedule

Consultant shall provide the Services and complete the development, delivery, installation, and testing of Work Products in compliance with the schedule set forth in the applicable Statement of Work. Time is of the essence in this Agreement.

4.2Compliance with Law

Consultant shall comply with applicable requirements of all federal, state, and local laws, ordinances, codes, and regulations, including those related to employment matters, in performing its obligations under this Agreement.

4.3Standard of Performance

Consultant shall provide the Services under this Agreement (a) with the understanding and stipulation that time is of the essence, (b) in a competent and diligent manner, and (c) in accordance with the provisions of this Agreement, the applicable Statement of Work, and with accepted industry practice.

4.4Compliance with Client Policies & Approval Requirements

Consultant shall adhere to Client's internal and regulatory policies and procedures and other applicable requirements directed by the Client's Chief Compliance Officer (or designee) and Client's required approval procedures prior to the publishing of any website pages, marketing emails, or other digital and/or print marketing and advertising materials. Client shall provide Consultant with necessary instructions to perform its obligations under this Section.

4.5Security and Access

Consultant will observe Client's business hours, security rules, policies, procedures, and holiday schedule while working on Client's premises, as directed by Client. If Consultant is given access to any of Client's computer or electronic data storage systems, Consultant will limit such access to its personnel involved with the Services and will use such access solely to perform the Services. All user identification numbers and passwords disclosed to Consultant and any non-public or proprietary information obtained as a result of Consultant's access to Client's systems will be deemed and treated as Client's Confidential Information under Article 9.

4.6User Accounts

Consultant's personnel who are provided User Accounts, or User Account information, may not share such accounts or account information with other persons, unless Client provides express authorization for such sharing.

4.7Personnel

Consultant's personnel who perform Services for Client shall be fully qualified to perform such Services.

4.8Accommodations

Client shall supply Consultant with suitable access to Client's personnel to provide information and support reasonably necessary for Consultant to perform the Services. No interest or obligation shall be conferred upon Consultant regarding Client's property beyond the limited right to use such property in connection with performance of the Services.

4.9Employee Cooperation

Upon the request of Client, Consultant shall cause its personnel providing the Services under this Agreement to execute any covenants or agreements required by Client consistent with Consultant's obligations set forth in this Agreement.

Article 5. Covenants, Warranties, Representations, and Obligations of Client

5.1

As an inducement for Consultant to enter into this Agreement and to consummate the transactions contemplated hereunder, Client hereby covenants, agrees, warrants, and represents that:

1. Client has the full right, power, capacity, and authority to enter into this Agreement, to consummate the transactions contemplated hereunder, and to comply with the terms, conditions, and provisions hereof.
2. Client is duly organized and validly existing under the laws of its state of formation and has all requisite power and authority to carry on its business and to enter into this Agreement.
3. Where Client's approval is required according to a Statement of Work, such approval shall be granted in a timely fashion and shall not be unreasonably withheld.

Article 6. Covenants, Warranties, and Representations by Consultant

6.1

As an inducement for Client to enter into this Agreement and to consummate the transactions contemplated hereunder, Consultant hereby covenants, agrees, warrants, and represents that:

1. Consultant has the full right, power, capacity, and authority to enter into this Agreement, to consummate the transactions contemplated hereunder, and to comply with the terms, conditions, and provisions hereof and has the full, complete, and unrestricted right and authority to sell, install, transfer, and deliver the Work Products and provide the Services.
2. Consultant is duly organized and validly existing under the laws of the State of Louisiana and has all requisite power and authority to carry on its business and to enter into this Agreement.
3. Consultant is not in violation of any term or provision of any charter, bylaw, or mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule, or regulation that could adversely affect the sale, installation, transfer, and delivery of the Work Products or provision of the Services.
4. There are no legal actions, lawsuits, or other administrative or governmental proceedings pending, or to Consultant's knowledge threatened, against Consultant or its business which may adversely affect Consultant's ability to perform the obligations under this Agreement.
5. Consultant is not in default of any court decree or order or the order of any governmental agency.

Article 7. Warranties, Indemnifications, and Insurance

7.1Warranties

Consultant warrants to Client that Services and Work Products will substantially conform in all material respects to the technical and functional specifications set forth in the applicable Statement of Work; will be performed in a timely, good, and workmanlike manner and consistent with generally accepted industry standards applicable to consultants experienced in performing services and developing products of a similar scope, type, and complexity; and will be performed in accordance with all applicable statutes, regulations, codes, and ordinances.

Consultant agrees to reperform at no additional cost to Client any Services and Work Products not in compliance with this warranty. If Consultant is unable to correct such a defect after a reasonable period of time, Consultant shall refund the amount paid by Client to Consultant for the Services and Work Products that Consultant is unable to correct.

7.2Intellectual Property

The Parties acknowledge and agree that Client will hold all intellectual property rights in any final work product deliverable resulting from the Consultant's Services including, but not limited to, copyright and trademark rights. Consultant agrees not to claim any such ownership in such work product's intellectual property at any time prior to or after the completion and delivery of such work product to the Client. However, Consultant shall retain the right to, and ownership of, all process, procedures, components, and other developmental aspects of Consultant involved in the creation of a final work product delivered to Client.

7.3General Indemnification

Each Party shall be liable for its own acts and hereby agrees to indemnify, hold harmless, and defend the other Party, its subsidiaries and affiliated companies, employees, officers, directors, principals, agents, representatives, consultants, and subcontractors against any and all liability, loss, costs, damages, expenses, claims, or actions arising out of or by reason of any bodily injury or sexual harassment claims as a result of actions of the Party, its employees, agents, representatives, or subcontractors, or arising out of or by reason of any act or omission of the Party in the execution, performance, or failure to adequately perform its obligations under this Agreement.

7.4Notice of Indemnity Obligation

If either Party seeks to be indemnified under the defense and indemnification provisions of this Agreement, such Party shall (i) provide prompt written notice of the claim, (ii) grant the Party to provide the defense and indemnity with reasonable authority and control over the defense and/or settlement, and (iii) reasonably cooperate in defending and/or settling such claim at the indemnifying Party's expense.

Article 8. Ownership and Acceptance

8.1Work Products

Work Products shall be completed by and delivered as defined and described in the specifications, documentation, and descriptions contained in each applicable Statement of Work.

8.2Ownership of Work Products

Client shall own all right, title, and interest in all final Work Products as provided by law and Consultant disclaims such interests. Consultant expressly acknowledges and agrees that such Work Products constitute "works made for hire" under federal copyright laws (17 U.S.C. Sec. 101 et seq.) owned exclusively by Client, and, alternatively, Consultant hereby irrevocably assigns to Client all of Consultant's rights in such Work Products.

8.3Grant of License

Consultant shall identify on each Statement of Work any and all pre-existing materials that Consultant considers confidential and proprietary in connection with the performance of the Services. Consultant will continue to own all right, title, and interest in such identified pre-existing materials. Consultant grants to Client a royalty-free, paid-up, irrevocable, worldwide, perpetual license to use, disclose, copy, modify, distribute, and prepare derivative works of any pre-existing materials that may be incorporated into Work Products.

8.4HubSpot License

The Parties acknowledge and agree that in order for the Consultant to perform Services, the Client may be required to purchase software subscription(s) from HubSpot, Inc. and that such costs and contractual obligations are solely the responsibility of the Client. The Parties acknowledge that the Consultant is part of the HubSpot Partner Solutions Program, and HubSpot, Inc. has agreed to waive the Client's "Onboarding Fee" as a result of the Consultant performing the Services that include onboarding, and Consultant may receive commissions from HubSpot, Inc. as a result.

8.5Acceptance

Any acceptance criteria and/or performance standards applicable to Services and/or Work Products shall be set forth in the applicable Statements of Work. Unless otherwise specified, the Services and/or Work Products shall be deemed Accepted by Client in accordance with the following procedures:

1. Client shall review the Services and/or Work Products for a period not to exceed twenty (20) business days from the completion and/or delivery thereof.
2. The Services and Work Products will be deemed Accepted unless Client (i) notifies Consultant in writing within five (5) business days of the completion of the review period that the Services and/or Work Products are not in conformance with the applicable Statement of Work or that Consultant otherwise breached its warranties, and (ii) provides a written description of any such nonconformities or breach.
3. Upon receipt of a notice, Consultant shall correct such defective or nonconforming Services or Work Products at no additional cost to Client. If Consultant is unable to correct after a reasonable period of time, Consultant shall refund the amount paid by Client for the Services or Work Products that Consultant is unable to correct.

Article 9. Confidential Information

9.1

To the extent a separate agreement between the Parties regarding nondisclosure of Confidential Information does not already apply, the Parties expressly agree that this Section shall survive the termination or expiration of this Agreement and agree as follows:

1. Client and Consultant acknowledge that in the performance of this Agreement, it may be necessary for either Party to disclose certain confidential or proprietary information to the other. Each Party ("Recipient") agrees to use at least the same means it uses to protect its own confidential proprietary information, but in any event not less than reasonable means, to protect the confidentiality of (i) written information marked or identified as confidential, (ii) oral or visual information identified as confidential at the time of disclosure, and (iii) nonpublic information which a reasonable person would conclude should be treated as confidential ("Confidential Information").
2. Confidential Information will not include information that (i) is or was already known by the Recipient at the time of disclosure, (ii) publicly known through no unauthorized act of the Recipient, (iii) rightfully received from a third party without an obligation of confidentiality, (iv) independently developed by the Recipient without use of the Provider's Confidential Information, (v) approved by the Provider for disclosure, or (vi) required to be disclosed pursuant to a requirement of a governmental agency or law.
3. Each Recipient may use Confidential Information received from the Provider only in connection with this Agreement, and may disseminate such Confidential Information only to persons having a need for access in connection with their performance of the Services.
4. All Confidential Information transmitted or disclosed hereunder will be and remain the property of the Provider, and the Recipient shall (at the Provider's election) promptly destroy or return any and all copies thereof upon termination or expiration of this Agreement and/or upon the written request of the Provider.
5. Each Party acknowledges that the other may suffer irreparable damage in the event of any material breach of the provisions of this Section. Accordingly, an aggrieved Party may seek preliminary and final injunctive relief, as well as any other applicable remedies at law or in equity.
6. Nothing in this Agreement shall be construed to limit or prohibit the Recipient from independently creating or developing, or from acquiring from third parties, any information, products, concepts, systems, or techniques that are similar to or compete with the information products contemplated by the Provider's Confidential Information, provided that the Recipient does not violate any of its obligations under this Agreement. Notwithstanding the foregoing, the Recipient shall not, nor assist others to, disassemble, decompile, reverse engineer, or otherwise attempt to recreate, the Provider's Confidential Information.

9.2Release of Information

Client agrees that Consultant may utilize Client's name and marks on Consultant's published client lists, on Consultant's website, or in other materials promoting Consultant's services, unless otherwise agreed in writing between Client and Consultant.

Article 10. Term and Termination

10.1Term

This Agreement shall begin on the Effective Date and continue until terminated. The completion of a Statement of Work will not act as termination of this Agreement.

10.2Termination

Consultant will begin the Services on the date the Parties designate and will continue until the Services are completed unless earlier terminated. This Agreement will be effective upon execution by both Parties and will continue until the end of the term or if terminated by either Party upon giving the other at least sixty (60) days prior written notice of termination; provided, however, that any Services being provided at the time of termination will continue under the terms of this Agreement and applicable Statement(s) of Work until completed, subject to Client's right to terminate any such Services upon at least (60) days prior written notice. Further, Client will continue to be liable for payment of any direct and ongoing expenses incurred by Consultant for the benefit of Client, including but not limited to HubSpot licensing fees and expenses.

10.3Right of Termination

Upon any Default (as defined in Section 11.1), Client shall have the right, in its sole and absolute discretion, to terminate this Agreement in whole or in part by giving notice thereof to Consultant.

10.4No Waiver

Termination by either Party of this Agreement or any Statements of Work hereunder does not waive any other rights or remedies such Party may have under this Agreement.

10.5Transition of Services

If requested by Client, Consultant will cooperate with Client to ensure an orderly transition of the Services to Client, or a third party designated by Client.

10.6Obligations of Consultant Upon Termination

Upon termination by Client of this Agreement or individual Statements of Work, Consultant shall, at its own expense, be obligated to do some or all of the following upon specific notice identifying the obligation(s) from, and at the election of, Client:

1. Immediately discontinue the Services and developing Work Products (except as required under Section 10.5) at such time and to the extent specified in the notice;
2. Place no further orders or subcontracts for materials, services, or other matters relating to the Services and Work Products;
3. Promptly make every reasonable effort to obtain cancellation, upon terms satisfactory to Client, of all orders, subcontracts, and agreements to the extent that they relate to the terminated Services and Work Products;
4. Perform thereafter only such tasks as may be necessary to preserve and protect the terminated portion of the Services and Work Products in progress;
5. Continue to fulfill Consultant's obligations with regard to the Services and Work Products not terminated;
6. Assist Client in making an accounting as to outstanding matters relating to terminated Services and Work Products, including the status of subcontracts and delivery schedules; and/or
7. Transfer to Client possession and title, or license if applicable, of all equipment, parts, and components relating to the Services and Work Products that have not been completed and delivered prior to the termination.

Article 11. Default and Remedies

11.1Event of Default

The term "Default" and "Event of Default" wherever used in this Agreement shall mean one or more of the following events:

1. The failure by Consultant to complete any of the required performance milestones within the time periods as set forth in a Statement of Work and failure by Consultant to cure within twenty (20) days from the performance due date;
2. The continued failure by Consultant to perform any other obligation imposed upon it by this Agreement within a period of ten (10) days after demand and notice by Client;
3. Violation of the other Party's trademarks or intellectual property rights;
4. The breach of any covenant, provision, representation, or warranty by Consultant and Consultant's failure to correct such breach within ten (10) days after such notice;
5. An order for relief is entered by a court of competent jurisdiction or an order is made approving a petition or answer filed seeking reorganization or readjustment of Consultant under federal bankruptcy laws or similar statutes;
6. The filing by Consultant of a petition in voluntary bankruptcy, the making by Consultant of an assignment for the benefit of creditors, or the admission by Consultant of its inability to pay debts and obligations generally as they become due;
7. The refusal or neglect by Consultant to supply sufficient skilled personnel and consultants; and/or
8. The failure in any material respect to perform Services and prosecute any portion of the development and installation of Work Products with promptness, diligence, or in accordance with all provisions set in this Agreement and the applicable Statements of Work.

11.2Legal and Equitable Remedies

Upon any Default and/or termination of this Agreement, Client shall be entitled to any and all remedies to which it may be entitled at law or in equity. Consultant acknowledges that any breach or violation of this Agreement would cause material and irreparable harm to Client and that Client may not have an adequate remedy at law to redress the harm caused by such breach or violation. Consultant agrees that Client shall be entitled to immediate preliminary and final equitable relief to order Consultant to complete the development of the Work Products and to the reimbursement of all legal fees and other costs incurred.

11.3Remedies are Cumulative

No remedy herein conferred upon or reserved to Client is intended to be exclusive of any other remedy, but every remedy herein provided shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity, or by statute. No delay or omission by Client to exercise any such right or remedy shall be construed to be a waiver thereof or of any such Default.

11.4Force Majeure

Neither Party is liable for non-performance under this Agreement to the extent to which the non-performance is caused by events or conditions beyond that Party's reasonable control, and the Party makes all reasonable efforts to perform, and any applicable deadlines for performance shall be extended for a number of days equal to the duration of such events or conditions. Such shall specifically include but not be limited to effects of the Covid-19 pandemic. The following shall not constitute or cause a force majeure event or condition: a negligent act or omission, intentional wrongdoing, or lack of credit or economic hardship.

11.5Limitation of Liability

Except with respect to the duties of defense and indemnity expressly provided in this Agreement, either Party's aggregate liability on all claims of any kind for all losses or damages arising out of or relating to a particular Statement of Work will in no case exceed the amounts paid by Client to Consultant in the previous six (6) months. In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, will either Client or Consultant, or any of their respective subcontractors, directors, officers, employees, or agents, be liable to the other Party for any of the following:

1. Special, incidental, consequential, reliance, or indirect damages, including without limitation lost sales, profits, savings or revenue, increased cost of operations, or claims of either Party's third-party customers for such damages;
2. Punitive or exemplary damages;
3. Any statement or representation made by either Party's employees regarding a third-party vendor;
4. Unauthorized access to, theft, alteration, or destruction of applications, content, data, programs, information, network, or systems belonging to Client or any third party, except to the extent caused directly by Consultant's negligence or willful misconduct.

Article 12. General and Miscellaneous Provisions

12.1Jurisdiction, Venue, and Dispute Resolution

This Agreement will be governed by the laws of the State of Louisiana and the United States of America, without regard to conflicts of laws principles. Each Party hereby submits to the exclusive jurisdiction of the federal or state courts located in the State of Louisiana serving in East Baton Rouge Parish.

Any controversy, dispute, argument, or claim arising out of or in connection with or relating to this Agreement or any alleged breach hereof shall be identified in writing to the other Party. Consultant and Client agree to use first informal mechanisms to resolve such disputes. In the event a resolution cannot be reached, then any controversy, dispute, argument, claim, and other matters in question arising out of or in connection with this Agreement or any alleged breach hereof shall be referred to mediation before a neutral party, and as a condition precedent to the initiation of any adjudicative action or proceeding, including arbitration. Any dispute shall, upon the request of any Party involved, be submitted to and settled by arbitration pursuant to the rules then in effect of the American Arbitration Association. The venue shall be Baton Rouge, Louisiana. The expenses of the arbitration shall be borne equally by the Parties.

12.2Limitation of Actions

Neither Party may bring a claim against the other more than one (1) year after the cause of action arises.

12.3Attorney's Fees

The prevailing Party in any litigation arising from or relating to this Agreement will be entitled to recover from the non-prevailing Party all costs and expenses, including attorney's fees, incurred in the course of such proceedings.

12.4Entire Agreement

This Agreement and all attachments executed hereafter, constitutes the entire agreement between the Parties regarding the subject matter hereof and (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgement or similar communication between the Parties. No modifications to this Agreement will be binding unless in writing and signed by a duly authorized representative of each Party.

12.5No Exclusivity

This Agreement is not exclusive. Either Consultant or Client may buy or sell products or services that are the same or similar to the products or services covered under this Agreement, as long as neither Party violates its contractual obligations to the other Party.

12.6Amendments

No supplement, modification, or amendment to this Agreement will be binding unless executed in writing by authorized representatives of the Parties hereto.

12.7Severability of Provisions

Should any clause, portion, or paragraph of this Agreement be unenforceable or invalid for any reason, such unenforceability or invalidity will not affect the enforceability or validity of the remainder of this Agreement.

12.8Waiver

No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provision. No waiver will be binding unless executed in writing by the Party making the waiver. The failure of either Party in any one or more instances to insist upon strict performance of any of the terms and conditions of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon such terms or conditions on any future occasion.

12.9Construction of Agreement

This Agreement constitutes a negotiated agreement between the Parties and the fact that one Party or its counsel or the other shall have drafted this Agreement or a particular provision hereof shall not be considered in the construction or interpretation of this Agreement or any provision hereof.

12.10Execution and Counterparts

This Agreement may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same document.

12.11Headings

The headings of the sections in this Agreement are for the purposes of convenient reference only and are not intended to be part of this Agreement, or to limit or affect the meaning or interpretation of any of the terms hereof.

12.12Survival

Neither termination nor expiration of this Agreement for any reason shall release either Party from liabilities or obligations set forth in this Agreement which (i) the Parties have expressly agreed will survive such termination or expiration or (ii) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration.

12.13No Third-Party Rights

This Agreement shall not be construed to create any legal, equitable, or beneficial interest in any third party or to vest in any third party any interest with respect to the enforcement of this Agreement.

12.14Assignment

This Agreement shall inure to the benefit of and be binding upon the Parties' respective successors and assigns, and neither Party shall assign this Agreement without the written consent of the other Party, which consent shall not be unreasonably withheld, except that Client may assign this Agreement to an entity acquiring all or substantially all of Client's business assets or which by reason of a reorganization under a new name, merger, acquisition or otherwise assumes the legal position of Client and acquires all of the business interests of Client.

12.15Relationship of the Parties

In providing Services and Work Products under this Agreement, Consultant will be acting as Client's independent contractor. Consultant will not be Client's agent, employee, partner, or representative. Nothing herein shall be deemed or construed to create a joint venture, partnership, fiduciary, or agency relationship between the Parties for any purposes. Neither Party will have the right or authority to assume, create, or incur any third-party liability or obligation of any kind, express or implied, against or in the name of or on behalf of the other Party except as expressly set forth in this Agreement.

12.16Subcontractor

Consultant may use independent contractors to perform the Services, subject to Consultant's direction and control. Consultant retains responsibility to Client for any Services performed by such subcontractors under this Agreement to the same extent as if such Services were performed directly by Consultant's employees.

12.17Notices

Any notice, request, or other communication to be given by either Party hereunder shall be in writing and shall be either delivered in person or sent by (a) registered or certified mail, postage prepaid, with return receipt requested, (b) an overnight courier guaranteeing overnight delivery, or (c) a facsimile, telex, or other wire transmission, if receipt is confirmed.

12.18Electronic Signatures

Each of the Parties may communicate with the other by electronic means and such communication is acceptable as a signed writing. An identification code contained in an electronic document is sufficient to verify the sender's identity and the document's authenticity.

12.19Additional Documents and Actions

The Parties agree to execute and deliver such other documents, certificates, agreements, and other writings and to take such other actions as may be necessary or desirable in order to consummate and expeditiously implement the transactions contemplated by this Agreement.

12.20Representation

Each Party hereby acknowledges and states that independent legal counsel and advisors have been retained and utilized in connection with this Agreement.