1. DEFINITIONS

The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.

1. "Applicable Law" means, with respect to any Party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such Party or any of its properties, assets, or business operations.
2. "Authorized User" means Customer's employees and contractors access and use the Platform pursuant to the terms and conditions of this Agreement; provided, however, that any contractors' access to and use of the Platform will be limited to their provision of services to Customer. Customer is responsible for the acts and omissions of its Authorized Users and any other person who accesses and uses the Platform using any Authorized Users' access credentials. Customer's Subscription includes up to three (3) Authorized Users.
3. "Confidential Information" means: (i) with respect to Vendor, all Vendor Property (as defined in Section 7 below), and any other non-public information or material disclosed by Vendor to Customer under this Agreement regarding Vendor's legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to Customer, the Customer Data and any non-public information or material disclosed by Customer to Vendor under this Agreement regarding Customer's legal or business affairs, financing, employees, customers, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the "Receiving Party"); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the "Disclosing Party"); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party. For the avoidance of doubt, in no event shall any information that Vendor obtains from third parties through Industry Conversations or Vendor's collection of Research Data be deemed to be Customer Data or Customer's Confidential Information.
4. "Customer Data" means any data that Customer or its Authorized Users provide to Vendor through use of the Platform.
5. "Customer Success Manager" means a Vendor point of contact for Customer to contact with questions or concerns relating to the Platform, Research Data, or Reports.
6. "Fees" means the fees payable by Customer to Vendor in exchange for the Subscription.
7. "Industry" means the industry or field identified in the applicable Schedule.
8. "Industry Conversations" means Vendor interviews with industry professionals who can provide insight on the competitive and commercial landscape of the Industry.
9. "Platform" means Vendor's password-protected platform that is made available to Customer for the purpose of accessing Research Data.
10. "Report" means a summary of findings based on the Research Data, provided by Vendor to Customer on a quarterly basis during the applicable Subscription Term.
11. "Research Data" means research data collected by and belonging to Vendor, including, but not limited to, all Industry Conversations.
12. "Schedule" means a schedule entered into by the Parties which details the scope of the Subscription, the Subscription Term, the Industry, and the applicable Fees. Schedule #1, which has been agreed upon by the Parties as of the Effective Date is attached hereto. Any future Schedules entered into by the Parties shall be in the same format as Schedule #1.
13. "Subscription" means Customer's right to access and use the Platform, and the provision by Vendor to Customer of the Reports and the Customer Success Manager, subject to the terms and conditions of this Agreement.
14. "Subscription Term" means the duration of Customer's Subscription, as set forth in the applicable Schedule.

2. SUBSCRIPTION

2.1 The Platform

Customer is hereby granted the right to access and use the Platform, and to permit Authorized Users to access and use the Platform, during the applicable Subscription Term and subject to the terms and conditions of this Agreement, solely for Customer's internal business purposes.

2.2 Research Data

Through use of the Platform as permitted herein, Customer and Authorized Users will have access to Research Data. Customer is hereby granted a non-exclusive, non-transferable license, during the applicable Subscription Term, to access and use the Research Data solely for Customer's internal business purposes.

2.3 Reports

As part of the Subscription, Vendor will provide Customer with Reports. Customer is hereby granted a non-exclusive, non-transferable license to use the Reports solely for Customer's internal business purposes.

2.4 Customer Success Manager

If Customer has any questions or concerns relating to the Platform, the Research Data or the Reports, Customer should contact the Customer Success Manager.

2.5 Restrictions on Use

Customer will not (and will not authorize, permit, or encourage any third party to): (i) allow anyone other than Authorized Users to access and use the Platform, Research Data, or Reports; (ii) allow an Authorized User to share with any third party his or her Access Credentials (as defined below); (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols or source of the Platform, Research Data or Reports; (iv) modify, adapt, or translate the Platform, Research Data or Reports; (v) make any copies of the Platform, Research Data or Reports; (vi) resell, distribute, or sublicense the Platform, Research Data or Reports, or use any of the foregoing for the benefit of anyone other than Customer; (vii) remove or modify any proprietary markings or restrictive legends placed on the Platform, Research Data or Reports; (viii) use the Platform, Research Data, or Reports in violation of any Applicable Law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; or (ix) introduce, post, or upload to the Platform any Harmful Code. For the avoidance of doubt, the Research Data and the Reports (excluding any Customer Data incorporated into the Reports) is Vendor's Confidential Information and subject to the confidentiality terms herein.

2.6 Access Credentials

Authorized Users must log into the Platform. Each Authorized User must have a sign-in name ("Sign-In Name"), a password ("Password"), and certain additional information, including a valid email address, that will assist in authenticating the Authorized User's identity when the Authorized User logs-in in the future ("Unique Identifiers"). The Sign-In Name, Password, and Unique Identifiers shall be collectively referred to herein as "Access Credentials." Customer is solely responsible for the confidentiality and use of its Authorized Users' Access Credentials, as well as for any use, misuse, or communications entered through the Platform. Customer will promptly inform Vendor of any need to deactivate any Access Credentials. Vendor reserves the right to delete or change any Access Credentials at any time and for any reason. Vendor will not be liable for any unauthorized use of an Authorized User's account.

3. FEES AND PAYMENT

3.1 Fees and Payments

Vendor shall invoice Customer for Fees in-full upon commencement of the Initial Term of a Schedule and each Renewal Term thereafter. Customer shall pay all invoices within thirty (30) days of invoice date. All Fees paid under this Agreement are non-refundable.

3.2 Taxes.

Fees and other charges due hereunder are in addition to, and do not include any federal, provincial, or local sales, PST, GST, HST, VAT, foreign withholding, use, property, excise, service, or similar transaction taxes ("Taxes") now or hereafter levied, all of which will be for Customer's account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to Vendor prior to the execution of this Agreement. If Vendor is required to collect and remit Taxes on Customer's behalf, Vendor will invoice Customer for such Taxes, and Customer will pay Vendor for such amounts in accordance with the payment terms set forth herein. Customer hereby agrees to indemnify, defend, and hold Vendor, its affiliate, suppliers and hosting providers, and its and their respective Representatives (as defined below) harmless from and against any and all liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") incurred by any such parties in connection with any Taxes and related costs, interest, and penalties paid or payable by Vendor on Customer's behalf. For the avoidance of doubt, Vendor will only be responsible for taxes related to Vendor's income, property, franchise, or employees.

3.3 Late Payments

In the event that any invoiced amount is not received by the due date as set forth in Section 3.1 and Customer fails to cure such default within thirty (30) days of such due date, with or without written notice of such default from Vendor, then, without limiting our rights and remedies, Vendor may: (i) charge interest on the outstanding balance (not to exceed the maximum rate permitted by law); (ii) condition future renewal terms on payment terms shorter than those herein; and/or (iii) terminate this Agreement in accordance with Section 4.2.

4. TERMINATION AND SUSPENSION

4.1 Term

This Agreement shall commence upon the Effective Date and continue until terminated as permitted herein. The term of each Schedule shall be set forth in the applicable Schedule.

4.2 Termination

Either Party may terminate this Agreement upon written notice to the other Party, provided that there are no Schedules then in effect. Vendor may terminate a Schedule (i) upon at least five (5) business days' written notice to Customer if Customer breaches any of its obligations under the applicable Schedule, or breaches any term of this Agreement which impacts the applicable Schedule, and such breach is not cured within such five (5) business day period, or (ii) as otherwise permitted herein. Customer may also terminate a Schedule upon at least thirty (30) days' written notice, if Vendor breaches its obligations under the applicable Schedule, or breaches any term of this Agreement which impacts the applicable Schedule, and such breach is not cured within such thirty (30) day period.

4.3 Effect of Termination

Upon termination of this Agreement: (i) Customer's Subscription will immediately terminate; (ii) Vendor's provision of Reports and Customer Success Manager will immediately cease; (iii) Customer will immediately cease, and cause its Authorized Users to cease, all access to and use of the Platform and Research Data; (iv) Customer will promptly pay all unpaid Fees, applicable Taxes, and all other amounts due hereunder; and (v) upon written request, each Party will either return to the Disclosing Party (or, at such Disclosing Party's instruction, destroy and provide such Disclosing Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such Disclosing Party's Confidential Information that are in the Receiving Party's possession or control.

4.4 Survival

The following provisions will survive termination of this Agreement: Section 1, Section 4.3, this Section 4.4, Section 5, Section 6.2, Section 7, Section 8.2, Section 9, Section 10 and Section 11.

5. CONFIDENTIALITY; FEEDBACK

5.1 Confidentiality

At all times the Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose, distribute, or disseminate the Disclosing Party's Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors or agents (its "Representatives"), provided that the Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives. If the Receiving Party is legally compelled to disclose any of the Disclosing Party's Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.

5.2 Specific Performance and Injunctive Relief

The Receiving Party acknowledges that in the event of a breach of Section 5.1 by the Receiving Party or its Representatives, substantial injury could result to the Disclosing Party and money damages will not be a sufficient remedy for such breach. Therefore, in the event that the Receiving Party or its Representatives engage in, or threaten to engage in any act which violates Section 5.1, the Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of Section 5.1. The Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief.

5.3 Feedback

During the Term, Customer may elect to provide Vendor with feedback, comments, and suggestions with respect to the Subscription or the Platform ("Feedback"). Customer agrees that Vendor will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to Customer.

6. CUSTOMER DATA

6.1 Customer Data

Customer hereby grants Vendor a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses through multiple tiers to vendors providing services to Vendor (such as hosting providers), to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Customer Data for the purpose of Vendor performing its obligations under this Agreement. Upon expiration or termination of the Agreement, Vendor may retain an archival copy of the Customer Data kept in the normal course of business or for purposes of complying with Applicable Law.

6.2 Aggregated Data

Customer acknowledges and agrees that the Customer Data may be analyzed by Vendor, in anonymous and aggregate format, and combined with other data including, without limitation, data provided by other Vendor customers and Usage Data (as described below) (collectively, "Aggregate Data"), in order to gain useful industry intelligence and benchmark industry trends. Aggregate Data does not identify Customer or any Authorized User. Customer hereby agrees that Vendor may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data, or a subset thereof, for any purpose. As used herein, "Usage Data" means data that Vendor collects in connection with the performance and use of the Platform by Customer, including, without limitation, date and time that Authorized Users access the Platform, the portions or pages of the Platform visited, the frequency and number of times such pages are accessed, and other usage data.

7. INTELLECTUAL PROPERTY

All right, title, and interest in and to the Platform, the Research Data, the Reports (excluding any Customer Data incorporated therein), the Aggregate Data, and the Usage Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein (collectively, the "Vendor Property"), are and will remain the sole and exclusive property of Vendor. Customer does not obtain any rights to any Vendor Property, except for the limited rights expressly set forth in this Agreement. Without limiting the foreoing, Customer expressly acknowledges and agrees that neither the Reports nor Research Data shall be deemed to be a work made for hire. To the extent that Customer obtains any rights in any Reports or Research Data, through operation of law or otherwise, Customer hereby assigns all such rights to Vendor.

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

8.1 Mutual Representations and Warranties

Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (iv) its performance under this Agreement shall comply with all Applicable Laws.

8.2 Disclaimers

THE SUBSCRIPTION, THE REPORTS, THE PLATFORM, THE RESEARCH DATA AND ANY OTHER MATERIALS OR INFORMATION PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 ABOVE, NEITHER VENDOR, NOR ITS AFFILIATES OR SUPPLIERS, MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE FOREGOING OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED AS A MATTER OF LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. WITHOUT LIMITING THE FOREGOING:

VENDOR DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET CUSTOMER'S REQUIREMENTS.

VENDOR DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION, NOR SHALL VENDOR BE RESPONSIBLE FOR (A) THE CORRECTNESS, ACCURACY, RELIABILITY, COMPLETENESS OR CURRENCY OF THE REPORTS, THE RESEARCH DATA, OR ANY OTHER DATA OR INFORMATION OBTAINED THROUGH THE PLATFORM OR THE SUBSCRIPTION; OR (B) ANY RESULTS ACHIEVED OR ACTION TAKEN IN RELIANCE ON ANY THE REPORTS, THE RESEARCH DATA, OR ANY OTHER DATA OR INFORMATION OBTAINED THROUGH THE PLATFORM OR THE SUBSCRIPTION. ANY DECISION, ACT OR OMISSION OF CUSTOMER THAT IS BASED ON USE OF THE FOREGOING OR OTHERWISE BASED ON THE SUBSCRIPTION OR USE OF THE PLATFORM IS AT CUSTOMER'S SOLE RISK, AND VENDOR SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY SUCH DECISION, ACT OR OMISSION.

9. LIMITATION OF LIABILITY

IN NO EVENT WILL VENDOR BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER VENDOR WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. VENDOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER HEREUNDER DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.

10. INDEMNIFICATION

10.1 Indemnification by Customer

Customer will indemnify, defend, and hold Vendor, our Affiliates, our suppliers and hosting providers, and our and their respective Representatives harmless from and against any and all Losses incurred by any of such parties in connection with any third-party action, claim, or proceeding (each, a "Claim") arising from (i) any Customer Data; or (ii) Customer's or any of its Authorized Users' gross negligence or willful misconduct.

10.2 Indemnification by Vendor

Vendor will indemnify, defend, and hold Customer and its Representatives harmless from and against any and Losses incurred by any such parties in connection with any third-party Claim (i) arising from Vendor's gross negligence or willful misconduct, or (ii) alleging that Customer's access to and use of the Platform in accordance with this Agreement infringe or misappropriate any third-party U.S. patents, or copyrights or trade secrets. In the event that Vendor reasonably determine that the Platform is likely to be the subject of a third-party Claim, Customer's sole and exclusive remedy shall be for Vendor to, at its own expense, to: (i) procure for Customer the right to continue to use the Platform as provided in this Agreement; (ii) replace the infringing components of the Platform with other components with equivalent functionality; or (iii) suitably modify the Platform so that it is non-infringing and functionally equivalent. If none of the foregoing options are available on commercially reasonable terms, Vendor may terminate this Agreement without further liability to Customer. Notwithstanding the foregoing, Vendor is not obligated to indemnify, defend, or hold Customer or its Representatives harmless with respect to any third-party Claim to the extent the third-party Claim arises from or is based upon (i) Customer's or its Authorized Users' use of the Platform not in accordance with the Documentation or this Agreement; (ii) any unauthorized modifications, alterations, or implementations of the Platform made by or on behalf of Customer (other than by Vendor); (iii) use of the Platform in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or specified in writing by Vendor; or (iv) use of the Platform in a manner or for a purpose for which they were not designed. This Section 10.2 states Customer's sole and exclusive remedy, and Vendor's sole and exclusive liability, regarding any third-party Claim.

10.3 Procedure

The indemnification obligations set forth in Section 10.1 and Section 10.2 are subject to the indemnified Party: (i) promptly notifying the indemnifying Party of the Claim; (ii) providing the indemnifying Party, at its sole cost and expense, with reasonable cooperation in the defense of the Claim; and (iii) providing the indemnifying Party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying Party may not make any admission of liability on behalf of the indemnified Party without the indemnified Party's approval.

11. GENERAL PROVISIONS

11.1 Assignment

Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party; provided, however, that Vendor may, upon written notice to Customer and without the consent, assign or otherwise transfer this Agreement in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise), provided that the assignee agrees in writing to be bound by the terms and conditions of this Agreement. Any assignment or other transfer in violation of this Section 11.1 will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

11.2 Waiver

No failure or delay by either Party in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.

11.3 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey, without regard for choice of law provisions thereof. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of New Jersey for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

11.4 Notices

All notices required under this Agreement (other than routine operational communications) must be in writing and will be delivered either personally or by e-mail, national overnight courier or the U.S. Postal Service, to the Parties at the respective addresses set forth above. Notices will be effective upon: (i) actual delivery to the other Party, if delivered in person or by e-mail, or national overnight courier; or (ii) five (5) business days after being mailed via the U.S. Postal Service, postage prepaid.

11.5 Independent Contractors

The Parties are independent contractors. Neither Party will be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other Party for any purpose, and neither Party will have any right, power, or authority to obligate the other Party.

11.6 Severability

If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement will remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, will be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.

11.7 Force Majeure

Except for Customer's obligation to pay Fees, neither Party will be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, pandemic, government order, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers.

11.8 Third-Party Beneficiaries

The Parties agree that there are no third-party beneficiaries under this Agreement.

11.9 Publicity

During the Term, we may refer to Customer as a customer. In connection therewith, we may use Customer's name and corporate logos. Any goodwill arising from the use of such name and logos will inure solely to Customer's benefit. All other publicity regarding this Agreement will be mutually coordinated and approved in advance in writing by the Parties.

11.10 Complete Understanding

This Agreement, together with all Attachments hereto, constitutes the final and complete agreement between the Parties regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. No term included in any confirmation, acceptance, purchase order, or any other similar document from Customer will change this Agreement or have any force or effect.

11.11 Counterparts

This Agreement may be executed in counterparts (which may be exchanged by facsimile or PDF), each of which will be deemed an original, but all of which together will constitute the same Agreement.