MASTER SERVICES AND CLICKWRAP AGREEMENT

CAREFULLY READ THE FOLLOWING AGREEMENT! THIS IS MASTER SERVICES CLICKWRAP AGREEMENT (THE “AGREEMENT”) CONTAINS IMPORTANT INFORMATION ABOUT RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPANY IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT AND COMPANY’S AUTHORIZED REPRESENTATIVE REPRESENTS THAT HE/SHE IS DULY AUTHORIZED TO COMMIT COMPANY TO THE TERMS AND CONDITIONS OF THE AGREEMENT AND TO SIGN THE AGREEMENT ON COMPANY’S BEHALF. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING “I DO NOT ACCEPT” MUST BE SELECTED, COMPANY WILL PROMPTLY CANCEL THIS TRANSACTION AND USER MAY NOT ACCESS, USE, OR INSTALL ANY PART OF THE SERVICES.

This Master Services Agreement (“Agreement”) is made and entered into effective as of the date of your acceptance (the “Effective Date”) between Osprey Recognition, Inc., a Delaware corporation (“ORI”), and Customer. Sometimes ORI and Customer are referred to herein individually as a “party” and collectively as the “parties.”

In consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows:

1. DEFINITIONS. As used in this Agreement, certain terms have the meanings set forth below. Certain other capitalized terms are defined in the text of this Agreement in the section in which the term is first used.

“Agreement” means this Agreement, including all Schedules attached hereto.

“Authorized User(s)” means any individual employees, agents, or contractors authorized by Customer to access or use the ORI Software Services (i) on behalf of Customer through login credentials, or (ii) through a Token provided by ORI to Customer’s authorized users under the rights granted to Customer pursuant to this Agreement.

“Confidential Information” means any and all (i) rights of ORI associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights and mask works, trademark and trade name rights and similar rights, trade secrets rights, patents, designs, algorithms and other industrial property rights, other intellectual and industrial property and proprietary rights of every kind and nature, whether arising by operation of law, by contract or license, or otherwise; and all registrations, applications, renewals, extensions, combinations, divisions or reissues of the foregoing; (ii) product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, and past, current and planned research and development; (iii) current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, and business plans; (iv) computer software and programs (including object code and source code), database technologies, systems, structures, architectures, processes, improvements, devices, discoveries, concepts, methods, and information of ORI; (v) any other information, however documented, of ORI that is a trade secret within the meaning of applicable state trade secret law or under other applicable law; (vi) information concerning the business and affairs of ORI (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers, personnel training techniques and materials, and purchasing methods and techniques, however documented; and (vii) notes, analysis, compilations, studies, summaries and other material prepared by or for ORI containing or based, in whole or in part, upon any information included in the foregoing (collectively, the “Confidential Information”). Confidential Information shall not include information which: (w) is publicly available through no action of Customer and through no breach of any confidentiality obligation owed to ORI; (x) has been in Customer’s possession without restrictions on disclosure prior to disclosure by ORI; (y) has been developed by or become known to Customer without access to any Confidential Information of ORI and without breach of a confidentiality obligation owed to ORI and outside the scope of any agreement with ORI; or (z) is obtained rightfully from third parties not bound by an obligation of confidentiality.

“Customer” is set forth in the preamble of this Agreement.

“Customer Data” means (i) the photographed and interpreted images of vehicle license plates, along with the GPS coordinates and time/date stamps, collected by Customer’s LPR cameras and stored on the ORI Software, and (ii) the cameras and other hardware owned or leased by Customer.

“Customer Data” means (i) the photographed and interpreted images of vehicle license plates, along with the GPS coordinates and time/date stamps, collected by Customer’s LPR cameras and stored on the ORI Software, and (ii) the cameras and other hardware owned or leased by Customer.

“Documentation” means text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Services provided by ORI to Customer under this Agreement.

“Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes. “Hotlist” also includes national data for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction.

“Laws” shall mean all federal, state and local laws, rules, and regulations, including but not limited to any laws relating to (i) the retention, recording or sharing of video, photo or audio content received directly or indirectly through the ORI Software Services, (ii) nonpublic personal information which it receives directly or indirectly through the ORI Software Services, (iii) privacy, and (iv) confidentiality.

“License Plate Recognition” or “LPR” means the process of utilizing cameras, either stationary or mounted on moving vehicles, to capture and interpret images of vehicle license plates.

“ORI Data” means LPR data licensed by ORI from private and/or commercial sources, stored by ORI on the Microsoft Azure cloud computing platform, and available through the ORI Software Services with a paid subscription.

“ORI Software” and “ORI Software Services” means the web based ORI proprietary software application and cloud storage utilized in storing the Customer Data for LPR, alerts, searching image records and video, and sharing LPR located and stored on the Microsoft Azure cloud computing platform that hosts ORI Data.

“Subscription Fee” means the annual fee charged by ORI for Customer access to the ORI Software Services. The Subscription Fee may be increased or decreased by ORI at any time and from time to time during the Term upon at least thirty (30) days prior written notice by ORI.

“Token” means the access rights to the ORI Software Services provided by ORI to Customer’s Authorized Users pursuant to this Agreement under separate agreements between Customer and its Authorized Users.

2. LICENSED ACCESS TO THE ORI SOFTWARE SERVICES.

(a) Grant of License. During the Term ORI grants Customer a non-exclusive, non-transferable right and license to access the ORI Software Services for use in accordance with the terms of this Agreement.

(b) Authorized Use. Customer is prohibited from accessing the ORI Software Services other than for law enforcement purposes. Customer shall use the ORI Data in a manner that demonstrates integrity, honesty, common sense, financial benefit, and respect for the rights of ORI and other users of ORI Software Services. Customer shall comply with usage guidelines established from time to time by ORI. All Authorized Users are required to comply with the terms and conditions of this Agreement. Customer agrees to incorporate substantially these terms and conditions in any agreement with an Authorized User prior to requesting a Token for such Authorized User.

(c) Ownership of ORI Data and ORI Software. ORI has expended substantial time, effort and funds to develop the ORI Software. Except for the rights expressly granted by ORI to Customer under this Agreement, ORI retains all title and rights to the ORI Data and the ORI Software. Nothing contained in this Agreement shall be deemed to convey to Customer or to any other party any ownership interest in or to any ORI Data or the ORI Software. Customer acknowledges that ORI deletes ORI Data every thirty (30) days, or on such other schedule as ORI, in its sole discretion, may establish.

(d) Restrictions on Use of ORI Software Services. Except as expressly permitted under this Agreement, Customer agrees that it shall not, nor will it permit an Authorized User or any other party to, without the prior written consent of ORI, (i) copy, duplicate or grant permission to use the ORI Software Services or any part thereof; (ii) create, attempt to create, or grant permission to the source program and/or object program associated with the ORI Software Services; (iii) decompile, disassemble or reverse engineer any software component of the ORI Software for any reason, including, without limitation, to develop functionally similar computer software or services; or (iv) modify, alter or delete any copyright notices embedded in or affixed to the copies of any components of the ORI Software. Customer shall instruct each Authorized User to comply with the preceding restrictions.

(e) Non-Exclusive Licensed Access. Customer acknowledges that the right or ability of ORI to license other third parties to use the ORI Software Services is not restricted in any manner by this Agreement, and that it is ORI’s intention to license other users to use the ORI Software Services. ORI shall have no liability to Customer for any such action.

(f) Maintenance and Support for ORI Software. ORI’s maintenance and support services with respect to the ORI Software are set forth on Schedule 1 attached hereto and by reference made a part hereof.

3. ACCOUNT SECURITY AND COMPLIANCE (CUSTOMER RESPONSIBILITY).

(a) Access Control. Customer shall be responsible for assigning an account administrator who in turn will be responsible for assigning to each of Customer’s Authorized Users a username and password (one per user account). An unlimited number of Authorized User accounts is provided. Customer will cause the Authorized Users to maintain username and password credentials confidential and will prevent use of such username and password credentials by any unauthorized person(s). Customer shall notify ORI immediately if Customer believes the password of any Authorized Users has, or may have, been obtained or used by any unauthorized person(s). In addition, Customer must notify ORI immediately if Customer becomes aware of any other breach or attempted breach of the security of any Authorized Users’ accounts.

(b) Non-Disclosure of Confidential Information. Customer and each Authorized User will become privy to Confidential Information during the Term. Customer acknowledges that a large part of ORI’s competitive advantage comes from the collection and storage of Confidential Information and Customer’s use, except as expressly permitted under this Agreement, and disclosure of any such Confidential Information would cause irreparable damage to ORI. Customer shall use Confidential Information solely for the purposes authorized under this Agreement and for otherwise fulfilling its obligations under this Agreement. Additionally, Customer agrees to take all necessary precautions to protect the Confidential Information against its unauthorized use or disclosure and exercise at least the same degree of care in safeguarding the Confidential Information as Customer would with Customer’s own confidential information. Customer will promptly advise ORI in writing upon learning of any unauthorized use or disclosure of Confidential Information or any other breach of this Section 3 by Customer or an Authorized User, and Customer will reasonably cooperate with ORI to regain possession of the Confidential Information, prevent its further unauthorized use, and otherwise prevent any further breaches of this Section 3.

(c) Exceptions to Non-Disclosure of Confidential Information. Customer may not disclose Confidential Information to any third party unless: (i) required by a federal or state agency; (ii) required by Laws, including, but not limited to, by deposition, interrogatory, request for documents, or similar process; (iii) on a “need-to-know” basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors, each of whom shall agree in writing to be bound by the confidentiality provisions set forth in Section 3(b); or (iv) as required by an open records request, provided ORI shall have first received written notice of such open records request and been afforded an opportunity to request appropriate protection of its Confidential Information.

(d) Restrictions. Authorized User logins are restricted to agents and sworn officers of Customer and those individuals, agencies or entities granted Tokens by Customer. No Authorized User logins may be provided to agents or officers of other local, state, or federal law enforcement agencies without obtaining a Token from ORI. Neither Customer nor an Authorized User may (i) copy, duplicate or grant permission to the ORI Data or Confidential Information except as set forth in this Agreement; (ii) create, attempt to create, or grant permission to the source program and/or object program associated with the ORI Software; (iii) decompile, disassemble or reverse engineer any software component of the ORI Software, including without limitation, to develop functionally similar computer software or services; (iv) modify, alter or delete any copyright notices embedded in or affixed to the copies of any components of the ORI Software; (v) make, retain, or distribute copies of ORI Data or Confidential Information; or (vi) sell, transfer, license for use or otherwise exploit the ORI Data or Confidential Information, except as set forth in this Agreement or as allowed by laws or regulations. All ORI Data must reside within the ORI Software Services and cannot be copied to another system.

(e) Compliance with Laws. Customer shall, with respect to its obligations and performance hereunder, comply with all Laws. Without limiting the generality of the preceding sentence, Customer shall not disclose (nor permit any person, agency or entity to whom it has granted a Token to disclose) to any other party any nonpublic personal information which it receives directly or indirectly through the ORI Software Services, except as permitted by this Agreement and in compliance with all applicable Laws. ORI reserves the right to revise the terms or conditions of this Agreement (including without limitation the right to withdraw or restrict affected data) to comply with any Law concerning privacy and confidentiality or LPR, upon reasonable notice to Customer.

(f) Ownership of Customer Data. Customer retains all title and rights to the Customer Data. Nothing contained in this Agreement shall be deemed to convey to ORI any ownership interest in or to any Customer Data.

(g) Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer will use the ORI Software Services only in compliance with this Agreement and all applicable Laws. ORI reserves the right to revise the terms or conditions of this Agreement (including without limitation the right to withdraw or restrict affected data) to comply with any requirement now in effect or imposed at a later date by Law to address matters concerning privacy and confidentiality, upon reasonable notice to Customer.

(h) Power and Authority. Customer has full power and authority to execute and deliver this Agreement and to perform Customer’s obligations hereunder. The person signing this Agreement on behalf of Customer has full power and authority to bind Customer. The execution, delivery and performance of this Agreement have been duly authorized by all necessary and appropriate entity action on the part of Customer.

4. ORI SOFTWARE SERVICES.

(a) Annual Subscription and Tokens. Access to the ORI Software Services and ORI Data are available to Customer and its Authorized Users on an annual subscription basis. The annual Subscription Fee and any related equipment fees or services are set forth in Customer’s Memorandum of Understanding (“MOU”). Customer may grant Tokens for the fees set forth in the MOU. In the event of a conflict between the terms of this Agreement and the MOU, the terms of this Agreement shall govern.

(b) Training. If specified in the MOU, ORI (i) will provide training on-site and/or remotely for Customer’s Authorized Users and (ii) will allow Customer access to PowerPoint presentations and videos, upon the terms and for the fees set forth in the MOU.

(c) Disclaimer. ORI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ORI DATA OR ORI SOFTWARE SERVICES OR INFORMATION PROVIDED BY ORI, INCLUDING BUT NO LIMITED TO, TRAINING MATERIALS, POWERPOINT PRESENTATIONS OR VIDEOS, THEIR PERFORMANCE OR APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, ALL OF WHICH WARRANTIES BEING EXPRESSLY DISCLAIMED BY ORI. CUSTOMER REPRESENTS THAT CUSTOMER HAS INDEPENDENTLY EVALUATED THE ORI DATA AND ORI SOFTWARE SERVICES AND IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES FROM ORI. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ORI SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT (i) THE ORI DATA OR ORI SOFTWARE SERVICES WILL PERFORM WITHOUT INTERRUPTION OR BE ERROR-FREE, OR THAT ALL PROGRAM ERRORS WILL BE CORRECTED, NOR DOES ORI ASSUME ANY LIABILITY FOR FAILURE TO CORRECT ANY SUCH ERRORS; (ii) THE ORI DATA OR ORI SOFTWARE SERVICES MEETS CUSTOMER’S REQUIREMENTS; OR (iii) ANY OR ALL OF THE ORI DATA OR ORI SOFTWARE SERVICES PROVIDED ARE ACCURATE, UP-TO-DATE OR COMPLETE. ALL ORI DATA AND ORI SOFTWARE SERVICES AND OTHER DATA AND INFORMATION PROVIDED THROUGH THE ORI SOFTWARE SERVICES IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND.

(d) Limitations of Liability. ORI WILL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM CUSTOMER’S ACCESSING THE ORI DATA OR ORI SOFTWARE SERVICES. ORI WILL NOT BE LIABLE TO CUSTOMER UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) ARISING FROM OR RELATING TO THIS AGREEMENT. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR OTHERWISE UNENFORCEABLE, ORI’S CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (i) THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR (ii) $500.

5. TERM AND TERMINATION.

(a) Term. This initial term of this Agreement shall be for one (1) year (the “Initial Term”) from the Effective Date. Following the expiration of the Initial Term, this Agreement will continue in full force and effect (the “Extended Term” and together with the Initial Term, the “Term”) for successive one (1) year periods.

(b) Termination by Customer. Customer may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to ORI.

(c) Termination by ORI. ORI may terminate this Agreement upon:

(i) a failure on the part of Customer to pay any amount due and payable to ORI under this Agreement within five (5) days following receipt of written notice from ORI of such failure; or

(ii) a material breach of any other provision of this Agreement by Customer or any Authorized User which remains uncured for ten (10) days following receipt of written notice from ORI of such material breach.

(d) No Refunds. Upon termination of this Agreement for any reason whatsoever, whether by Customer or ORI, Customer shall not be entitled to a refund of the annual Subscription Fee or any portion thereof.

(e) Return of Confidential Information. Upon termination or expiration of this Agreement, or upon ORI’s earlier request, Customer shall immediately discontinue all use of the ORI Software Services and shall promptly return, at ORI’s option, or destroy, at Customer’s expense, all the Confidential Information, any copies or partial copies thereof and material containing such Confidential Information and certify to ORI in writing that it has done so.

6. MISCELLANEOUS.

(a) Notices. Any notice under this Agreement must be written. Notices must be addressed to the recipient and either (i) hand delivered; (ii) placed in the United States mail, certified, return receipt requested; (iii) deposited with an overnight delivery service; or (iv) sent via e-mail and followed with a copy sent by overnight delivery or regular mail, to the address or e-mail address as specified on the signature page of this Agreement. Any mailed notice is effective three (3) business days after the date of deposit with the United States Postal Service or the overnight delivery service, as applicable; all other notices are effective upon receipt. A failure of the United States Postal Service to return the certified mail receipt to the dispatcher of such notice will not affect the otherwise valid posting of notice hereunder.

(b) Non-Publication. Customer shall not create, publish, distribute, or permit any written, electronically transmitted or other form of publicity material that makes reference to the ORI Software Services or this Agreement without first submitting the material to ORI and receiving written consent from ORI thereto. This restriction is specifically intended to ensure consistency with other media messaging.

(c) Non-Disparagement. Customer agrees not to use proprietary materials or information in any manner that is disparaging. This prohibition is specifically intended to preclude Customer from cooperating or otherwise agreeing to allow photographs or screenshots to be taken by any member of the media without the express consent of ORI. Customer also agrees not to voluntarily provide ANY information, including interviews, related to ORI, its products or its services to any member of the media without the express written consent of ORI.

(d) Indemnification.

(i) Customer agrees to indemnify, defend and hold harmless ORI and its employees, representatives, agents, officers, directors, and corporate affiliates (each, an “Indemnified Party”), against any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines, penalties, costs, and expenses including, without limitation, reasonable attorneys’ fees and court costs (including expert fees) asserted by a third party (each, a “Proceeding”) arising, directly or indirectly, from or in connection with:

(A) a breach or alleged breach of any representation, warranty, convent or other obligation set forth in this Agreement by Customer or any Customer Authorized User;

(B) a breach by Customer or any Customer Authorized User of any other agreement between Customer and ORI; or

(C) the actions or omissions of Customer or any Customer Authorized User.

(ii) Promptly after receipt by an Indemnified Party of notice of the commencement of any Proceeding against it, such Indemnified Party shall give notice to Customer of the commencement of such Proceeding, but the failure to notify Customer will not relieve Customer of any liability it may have to any Indemnified Party, except to the extent that Customer demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to give such notice.

(iii) If any Proceeding is brought against an Indemnified Party, and the Indemnified Party gives notice to Customer of the commencement of such Proceeding, Customer will be entitled to participate in such Proceeding and, to the extent that it wishes, to assume the defense of such Proceeding (subject to the right of the Indemnified Party to engage counsel at its own expense to assist in defense of the Proceeding) and Customer will not, as long as it reasonably conducts such defense, be liable to the Indemnified Party under this Section 6(d) for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, unless Customer is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate. If Customer assumes the defense of a Proceeding, Customer may make all decisions regarding settlement of the Proceeding, except to the extent any settlement involves a finding or admission of any violation of law or will impose liability upon the Indemnified Party, in which case, such settlement shall require the Indemnified Party’s consent, which shall not be unreasonably withheld, delayed or conditioned.

Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it, other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to Customer, assume the exclusive right to defend, compromise, or settle such Proceeding, but Customer will not be bound by a determination of a Proceeding so defended or any compromise or settlement effected without its consent, which may not be unreasonably withheld.

(e) Governing Law; Jurisdiction; Service of Process. This Agreement will be governed by and construed under the laws of the State of Texas without regard to conflicts-of-laws principles that would require the application of any other law. Any proceeding arising out of or relating to this Agreement may be brought in the courts of the State of Texas, County of Tarrant, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of Texas, Fort Worth Division, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court.

(f) Enforcement of Agreement. Customer acknowledges and agrees that ORI would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by Customer or any Authorized User could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which ORI may be entitled, at law or in equity, ORI shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.

(g) Waiver; Remedies Cumulative. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (i) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (ii) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on either party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

(h) Independent Contractor Status. Each party will at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, joint enterprise, single business enterprise, employment, agency, fiduciary or other similar relationship.

(i) Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitutes (along with any documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

(j) Assignments, Successors and No Third-Party Rights. Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of ORI. Any attempted assignment or transfer in violation of this Section 6(i) will be void. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 6(i).

(k) Force Majeure. Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if nonperformance is caused by an occurrence beyond the reasonable control of such party and without its fault or negligence such as acts of God or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, delays of common carriers, or any other cause beyond the reasonable control of such party.

(l) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(m) Construction. The headings of sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Sections” refer to the corresponding sections of this Agreement.

(n) Time is of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

(o) Attorneys’ Fees and Costs. If any action at law or in equity is necessary to enforce or construe this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys’ fees, costs and other disbursements reasonably incurred in such action in addition to all other relief to which the prevailing party may be entitled.

(p) Execution of Agreement. This Agreement may be executed in one (1) or more counterparts, each of which will be deemed to be an original of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

(q) Relationship of Parties. None of the parties shall, at any time, represent that it is the authorized agent or representative of the other.

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