SCOPE OF SERVICES
- Unlimited Remote Support. Service Provider will provide maintenance and support for existing Client hardware and software including all equipment as well as installed third-party software and a line of business applications, per Client instructions. Service Provider will provide support and troubleshooting for remote access solutions including VPN access, remote desktop and webmail including remote access setup of off-site computers. Service Provider will make commercially reasonable efforts to resolve as many issues as possible remotely and will come on-site in the event remote resolution is not possible. Remote support of other staff home computers is included for VPN access to the network provided home computers have current Windows or Apple operating systems and antivirus and are updated regularly.
- Unlimited Automated Support. Using Service Provider’s Remote, Monitoring and Management (“RMM”) software, unlimited support by these systems will be provided. This includes the installation of critical updates for Windows Operating Systems. Automated support includes remediation for installed malware, failed services, drive clean-up (temp and unnecessary files), drive optimization, virus, malware and spyware scans, defrags as well as hardware and software auditing. Service Provider’s remote monitoring and management software will monitor all PC’s that are powered on and connected to the internet 24/7 for critical errors. Critical errors will automatically create a Service Ticket in Service Provider’s ticket management system to be addressed by a technician or automation server which provides automatic response to resolve critical issues. Errors that occur during the maintenance window such as viruses found or machines that are unavailable will trigger a service ticket to be automatically created in Service Provider’s ticket management system.
- Remote Access Generally Excluded from Scope of Services. If or when Client transitions to home or alternative networks, Service Provider will make commercially reasonable efforts to make connections and serviceability. However, home or alternative networks may not have adequate internet connectivity and equipment to effectively work. Service Provider is not responsible for inadequacies in those home or alternative networks or to secure those connections. Home equipment will not be as secure and may not have Service Provider’s software and security features. Service Provider is not responsible for the security of the home or alternative networks. Work on a home or alternative network unless otherwise included is outside the scope of this Agreement and Service Provider may charge its then hourly rate for work on home or alternative networks. Service Provider will charge for additional software installed at home or alternative networks as needed.
PAYMENT TERMS – In consideration of the services to be performed by the Service Provider, Client agrees to compensate the Service Provider for the services rendered as follows:
- In exchange for the services, Client will pay Service Provider monthly on or before the 1st day of each month in the amount invoiced by the Service Provider. Client agrees that its invoice is variable month to month based on the exact service that will be provided for the relevant month. Client will execute the ACH form attached to this Agreement and authorize the monthly drafting of their account for the monthly managed service. Clients paying with ACH must keep a valid ACH number on file with Service Provider at all times and failure to do so is a material breach subject to immediate termination of the services.
- Service Provider will send an invoice for Service Provider services on the first of the month for which Service Provider provides service. If Client has other licenses (Office 365, backups, etc.) they may be billed in arrears for the previous month. If Client is signed up for automatic payments, the payment will be charged on the day the invoice is issued.
- All invoices are due within fifteen (15) days of issuance. Late payments are subject to a five percent (5%) monthly administrative fee of the monthly invoice amount.
- Credit card payments are subject to an additional three percent (3%) fee. Unless Client’s ACH information is on file with Service Provider, Client must provide Service Provider with a valid credit card or debit card number, expiration date, and other authorization information. Clients paying with credit card must keep a valid card on file with Service Provider at all times and failure to do so is a material breach subject to immediate termination of the services.
- On-site visits will incur an additional hourly charge at Service Provider’s then-hourly rate. Service Provider’s current hourly rate for additional services or onsite visits out-of-scope is $150.
- After-hour emergency calls will incur a fee of $150 per hour with a one hour minimum. Please refer to the table at thecomputeradmin.com/guidelines for emergency definitions.
CHANGE ORDERS AND OUT OF SCOPE SERVICES
- Projects outside the scope of services to maintain the existing network are billed separately and include but are not limited to setting up additional offices or system changes expanding beyond what is currently in use in the network. Any further preparation, follow-up, peripheral and/or support work not specified shall not be performed by Service Provider unless Client request(s) a “Change Order” by submitting a request to Service Provider in writing.
- Service Provider shall not proceed with any change to its obligations under a Change Order request unless documented in a Change Order that is approved in writing by both Parties in includes any additional fees to be paid to Service Provider.
- Change Order charges will be billed separately at Service Provider’s then hourly rate for service. Service Provider’s current hourly rate for additional services or onsite visits is $150.
- This Agreement covers only Client’s locations as referenced in the addendum and its IT assets, services, service hours, and covered days defined within this Agreement.
- The addition of locations, IT assets, services, service hours, and covered days not set out in this agreement will require billing as additional services or a project or result in an adjustment to Client’s monthly charges. For example, Client’s moving to a new location or adding additional users requiring additional routers and networks are projects.
- All services requested by Clients which are not included in the coverages set out in this Agreement are billed as “additional services” or a “project” and will be quoted and billed as separate charges at Service Provider’s then hourly rate plus expenses. Expenses may include but are not limited to travel, parking, and tolls.
- The cost of any equipment necessary to perform the additional services or project will be paid by Client before installation. The estimated charges for projects and additional services will be paid in full prior to the commencement of the project. Client agrees to make payment in full within 15 days of billing for additional services not anticipated in the initial estimated charges plus expenses.
- Computers can be added to and removed from Client’s account. Computers must stay on Client’s account for at least one billing cycle before they can be removed. There will not be a prorated refund for computers removed before the end of the billing cycle. Computers will stay on Client’s account until Client request that they be removed.
- Computers that were not purchased through Service Provider will incur a $150 fee plus any necessary licensing to prepare them for use in Client’s environment. Computers that were previously on Client’s account will not incur a fee to be re-added.
COSTS AND EXPENSES – In addition to the fees specified above, parking expenses will be billed for on-site visits, and Client will reimburse Service Provider for any and all other incidental costs and expenses incurred by Service Provider in performing services for Client under this Contract, including but not limited to: onsite visits, secretarial and similar charges, telephone calls, photocopying and related expenses, shipping and mailing charges, document filing fees, other government fees, notary fees, and similar expenses. Such costs and expenses will be billed to Client on or around the date Service Provider incurs the cost and is due and payable 15 days after the invoice is issued. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or regarding, Service Provider’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
CLIENT RESPONSIBILITIES AND SERVICE REQUIREMENTS.
- Workstation Age. Client workstations, servers, and network equipment including routers, switches, backup devices and media must be less than five years old to be covered by the service agreement. Devices that become older than five years will be removed from the service agreement and will not be eligible for support. Client servers should be covered by an active hardware warranty. Service Provider will coordinate warranty diagnostics, repairs and return to service.
- Replacement of Workstations. Workstations that suffer a failure and are older than five years of age will need to be replaced by Client with a new workstation or one that is less than five years in age. Work to restore or replace equipment older than five years will be billed as an additional charge.
- Operating System. All servers and workstations with Microsoft Windows or MacOS must be running an operating system supported by Microsoft or Apple with support expected to continue 12 months or more with the latest service packs and critical updates installed. As Microsoft or Apple stops supporting an operating system Client must update their operating system or remove its network access.
- Support Contracts. Client will maintain service/support contracts for hardware such as routers, firewalls and switches and specialty software applications.
- Third Party Support. If Client has software particular to its business which is installed on its network, Client is responsible to obtain installation, training and continuing technical support from the software provider. Service Provider technicians are able to assist with network support but they are not experts in all software applications and rely on the software manufacturer to provide software support at Client’s expense.
- Software Authenticity. All server and desktop software must be genuine, licensed and vendor-supported.
- The network must have a currently licensed, vendor-supported hardware firewall between the internal network and the Internet.
- Installation of Required Services. At the time of initiating service for Client, Service Provider will evaluate Client’s network and determine whether all Managed Services Requirements are in place and, if not in place, will install the required services. Charges for bringing the network into compliance with the requirements will be billed as incurred as a change order or additional services.
- Reliable Internet Connection. Service Provider requires that a user have access to a reliable internet connection while Service Provider attempts to troubleshoot and resolve issues. Service Provider may ask that the device be delivered or shipped to Service Provider if a reliable internet connection is not available.
- Backing Up Data is Client’s Responsibility. Client must back up important data, whether it is data on its servers or endpoints or data in Client’s cloud.
GENERAL GUIDELINES. Client agrees to comply with all current General Guidelines of Service Provider. Service Provider’s current General Guidelines can be found at thecomputeradmin.com/guidelines. Client is responsible for periodically checking for updates to the General Guidelines. Client’s failure to comply with Service Provider General Guidelines is a material breach of this Agreement subject to immediate termination of this Agreement.
ESTIMATED RESPONSE TIMES. Service Provider’s current estimated response time can be found at: thecomptueradmin.com/guidelines. Service Provider will make reasonable efforts to meet its estimated response times but does not guarantee estimated response times.
INSURANCE. Client shall carry liability insurance and property insurance, in an amount as is customary and generally accepted in Client’s industry and geographic location, covering any damage to its network as well as to any Clients of Client adversely affected by Client’s network functioning or transmissions from its network.
TERM, TERMINATION, AND SURVIVAL – this Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all this Agreement and any Monthly Support Agreement(s) unless sooner terminated pursuant to this Section.
Service Provider may terminate this Agreement, effective immediately upon written notice to Client, upon the following:
- Client commits a material breach of this Agreement, or with respect to a material breach capable of cure, Client does not cure such breach within fifteen (15) days after receipt of written notice of such breach;
- The failure of Client to make a required payment on or prior to due date. In addition to any other right or remedy provided by law, if Client fails to pay for goods and/ or services when due, Service Provider has the option to treat such failure to pay as a material breach of this Contract, and may immediately cancel and cancel or suspend all Client services including third-party licenses obtained on behalf of Client.
- Failure of Client to adhere to Service Provider General Guidelines, as updated from time to time. A copy of Service Provider current General Guidelines can be found here: thecomputeradmin.com/guidelines.
- Client becomes insolvent or admits its inability to pay its debts generally as they become due;
- Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
- The dissolution or liquidation of Client;
- Client makes a general assignment for the benefit of creditors;
- Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;
- The failure of Client to abide by licensing requirements of hardware and/or software installed, serviced and/or repaired by Service Provider.
The rights and obligations of the Parties set forth in this Agreement, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
STANDARD OF CARE. Service Provider shall perform all services consistent with the professional skill and care ordinarily provided by IT professionals with the same or similar experience and credentials practicing in the same or similar locality under the same or similar circumstances. Service Provider shall perform its services in a workmanlike manner, as expeditiously as is consistent with such professional skill and care and in compliance with any and all statutes, laws, rules, and regulations of any governmental authority or agency having jurisdiction and to avoid any unnecessary disruption of Client’s operations.
Service Provider will provide professional advice and guidance to Client, based on facts and information reasonably available to Service Provider, regarding set-up, maintenance, and security of the IT systems covered under this agreement.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER HARDWARE OR COMPUTER SOFTWARE FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT CLIENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT AND ANY RELATED MONTHLY SUPPORT AGREEMENTS.
Service Provider shall have no liability for issues undisclosed or unidentified by Client. In the event that Client declines to follow Service Provider’s advice and guidance, Service Provider shall have no liability for any issues arising from or out of the failure of Client to follow Service Provider’s professional advice and guidance.
NO WARRANTIES. ALL WARRANTIES EXCEPT THOSE MADE BY SERVICE PROVIDER HEREIN, IF ANY, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
PRECAUTION – At all times throughout the term of this contract, Service Provider shall take reasonable precautions to reduce collateral damage done to property of Client.
PERMITS AND APPROVALS
- Client shall be responsible for determining what if any permits are necessary and for obtaining any such permits as well as the payment of any and all fees and costs associated with the procuring of any permits, whether required by private entity or by federal, state, county, or local governmental entity.
- Client’s failure to procure any permits deemed necessary by Service Provider and bear the cost for any such permits shall be deemed a material breach of this Contract by Client.
LICENSING AND REGISTRATION
- Service Provider shall comply with all necessary federal, state and local licensing and registration requirements.
- Service Provider shall comply with all licensing and registration requirements of other entities, including but not limited to manufacturers and sellers, both wholesale and retail, of computer hardware and software.
- Client shall not ask Service Provider to provide any services, install any hardware or software, or complete any task that would (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance, or regulation; (c) is defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; or (d) constitutes a breach of any conditions of sale, use, or licensing imposed by any governmental or private entity. Client shall not request that Service Provider install any software on any of Clients’ computers or computer systems unless that software is legally owned or licensed by Client for use on the specific computer or computer system on which it is being installed.
- Failure of Client to comply with all licensing and registration requirements of any governmental or private entity shall constitute a material breach of this Contract by Client.
- Service Provider shall provide only that work specified in this Agreement and in any Monthly Support Agreement(s).
- Neither Client nor Client’s employees, agents, or representatives will, at any time or in any manner, either directly or indirectly, use for the personal benefit of Client or Client’s employees, agents, or representatives, or divulge, disclose, or communicate in any manner, any information that is proprietary to Service Provider or entities represented by Service Provider. Client and Client’s employees, agents, or representatives will protect such information and treat it as strictly proprietary and confidential. This provision shall continue to be effective after the termination of services provided under this contact.
- Upon termination of this Contract, Client will return to Service Provider any and all records, notes, documentation and other items that were used, created, or controlled by Service Provider during the term of this Contract.
- Any disclosure of confidential or proprietary information as described in paragraph (a) above shall be construed as a material breach of this Contract by Client.
RELATIONSHIP OF PARTIES – The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Client being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. The Services must meet Client’s final approval and shall be subject to Client’s general right of inspection throughout the performance of the Services and to secure satisfactory final completion. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
INDEMNIFICATION – Client shall defend, indemnify, and hold harmless Service Provider and its officers, directors, employees, agents, successors, and permitted assigns from and against all Losses arising out of or resulting from bodily injury, death of any person, or damage to real or tangible, personal property resulting from the act or omission of Client in connection with this Agreement or Service Provider’s services. For purposes of this Agreement, “Losses” means losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
ATTORNEYS’ FEES – In any action, including mediation, arbitration, and/or litigation, to remedy a breach of this Contract or to collect monies due one Party by another under the terms of this Contract, the prevailing Party shall be entitled to collect from non-prevailing Party reasonable attorneys’ fees in addition to any monetary damages or injunctive relief awarded. If action in the Small Claims Division of the Superior Court of California for the County is required, such reasonable attorney’s fees shall include time billed by attorney for law firm for consultation and for the preparation and filing of any necessary Court forms regardless of whether Party is represented at Small Claims Court trial by attorney as well as any and all costs and fees associated with said litigation.
FORCE MAJEURE – If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (“Force majeure”), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, or gives verbal notice if written notice is impossible due to the nature of the Force Majeure, then the obligations of the Party invoking this provision shall be suspended to the extent necessary be such event. The term Force Majeure shall include, without limitation, acts of God, pandemic, epidemic, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, pandemic, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or cease. An act or omission shall be deemed within the reasonable control of a Party of committed, omitted, or caused by such Party or its employees, officers, agents, or affiliates. For the avoidance of doubt, in the event of a Force Majeure, including but not limited to an infectious disease outbreak, Service Provider is not required to have technicians work during periods or at worksites where their safety or health could reasonably be in jeopardy.
ARBITRATION – Any controversies or disputes arising out of or relating to this Contract of an amount that makes the controversy or dispute eligible for the Small Claims Division of the Superior Court of California for the County of San Diego shall be litigated in the Central Division of said Court. Any controversy or dispute ineligible for the aforementioned Court (“Dispute”) shall be resolved first by attempts in good faith to resolve any Dispute set forth by negotiation and consultation by the executives for each Party. If the executives cannot resolve the Dispute within thirty (30) days, the Parties shall submit to binding arbitration in accordance with the then-current Commercial Arbitration Rules of the JAMS with the following specific provisions:
- The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the even the parties are unable to agree to such a selection, each Party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, whom shall preside over the matter.
- The arbitration shall take place in San Diego, California.
- All documents, materials and information in the possession of each Party that are in any way relevant to the dispute shall be made available to the other Party of review and copying no later than thirty (30) days after the notice of arbitration is served.
- The arbitrator shall not have the authority to modify any provision of the Contract or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraint orders in connection with the arbitration.
- The decision rendered by the arbitrator shall be final and binding on the parties and judgment may be entered in conformity with the decision in the Superior Court of California for the County of San Diego. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law of the State of California. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SUPPORT AGREEMENTS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
ENTIRE AGREEMENT – This Contract contains the entire agreement of the parties, and there are no other promises or conditions or any other agreements, whether oral or written, concerning the subject matter of this Contract. This contract supersedes any prior written or oral agreements between the parties.
SEVERABILITY – If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If any court finds that any provision of this Contract is invalid and unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
AMENDMENT – This Contract may be modified or amended by writing only, to be signed by both parties.
GOVERNING LAW – This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.
NOTICE – All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses designated by the receiving Party from time to time. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission, and, for emails, with a “read receipt” not constituting sufficient Notice for purposes of this Section) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
- The failure of either Party to enforce any provision of this contract shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
- Assignment. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Client of any of its obligations under this Agreement. Service Provider may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Service Provider’s assets without Client’s consent.
- Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
- No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
- Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the United State District Court for the Southern District of California or the courts of the State of California sitting in San Diego County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in District Court for the Southern District of California or the courts of the State of California sitting in San Diego County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
- Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.