WHITE LABEL LICENSE AGREEMENT
BETWEEN
LAZE TRADER PTE LTD (COMPANY)
AND
__________________ (CUSTOMER)
THIS AGREEMENT is made on the ………….. day of………….20……., (hereinafter, “Effective
Date”) entered into by the Company of ______________________________________________address,
and Customer of ____________________________________________address collectively referred to as
the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
WHEREAS:
The Company has developed a proprietary software “Forex Trading Robots” (herein “Product”) which is
a colloquial term for algorithmic trading based on a set of forex market signals that helps determine
whether to buy or sell a currency pair at a given point in time, including, without limitation, all versions,
features, functionality, and services incorporated therein or related thereto; and
WHEREAS, Customer wishes to license the Product as a White Label Software (the “Software”) for copy
trading services. (“Services”). The Customer will set up their own “Master Trading account” in order for
them to acquire clients
In consideration of covenants and agreements contained in this agreement, and other good and valuable
consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and
conditions and to be bound thereby:
SECTION 1: GRANT OF LIMITED LICENSE
1.1. In General. THE COMPANY hereby grants to Customer a limited, non-exclusive, non-transferable
license to use Product during the Term (as defined in Section 10.1 below), solely for the operation of the
Software (the “License”). The License provides Customer with the number of licenses indicated in an
Order Form, as the same may be modified from time to time upon mutual written agreement of the
Parties. Fees for additional licenses beyond those indicated in an Order Form will be paid by Customer in
accordance with the fees set forth in the Order Form or, if not so indicated, then in accordance with THE
COMPANY’s current pricing at the time of the request.
1.2. Authorized Users. Customer’s authorized contractors and employees (“Users”), are allowed access
to the Software pursuant to this Agreement. These Users, located where the Software may be made
available to Users, and their usage of the Software are Customer’s sole responsibility, and Customer must
comply with all applicable laws and security protocols pertaining to their access, including applicable
export laws, restrictions, and regulations. For the avoidance of doubt, the Software should not be made
available or copied/distributed to prohibited countries, persons or entities.
1.3. White Label Branding. Software branding includes incorporation of Customer’s name and logo and
skinning of the site in Customer’s selected primary and secondary colors. The standard Software URL
will appear with Customer’s selected word as a subdomain of Product unless Customer requests a custom
URL. Custom or ‘vanity’ URLs, which shall include provision of a Secure Socket Layer (SSL), are
available upon request. Customer is responsible for clearing any privacy rights, copyright, trademark or
other intellectual property concerns connected with a custom URL as well as securing the URL via a
registrar service. A copyright notice with THE COMPANY’s name and Terms of Service shall appear on
the White Label Software. THE COMPANY may collect, use, share, sell and store data made available
via the White Label Software solely in connection with the Services hereunder and in accordance with
this Agreement and all applicable laws. Any other use by THE COMPANY, including sharing or selling
data, shall require Customer’s prior written consent (see Sections 11 and 12 below).
1.4. Restrictions. Customer shall not (a) decompile, reverse engineer, or otherwise attempt to obtain the
source code for Product; (b) sublicense or allow any third party (other than contractors, for whom
Customer shall be wholly responsible) to use Product, except pursuant to the normal operation of the
Software; (c) use the name or proprietary logo(s) of THE COMPANY without THE COMPANY’s prior
written consent; (d) use Product for any purpose other than the operation of the Software; (e) use Product
in a manner that interferes with the use of THE COMPANY, or its other customers; (f) commence
development of a competing electronic Software; or (g) use the Software for illegal or fraudulent use.
SECTION 2: CUSTOMER’S OBLIGATIONS WITH REGARD TO SOFTWARE USAGE
Customer shall do the following:
2.1. Supervise Software Users. Customer shall retain responsibility for all its Users of the Software
(whether authorized or not) to ensure proper use of Product in accordance with these terms and any other
Company terms.
2.2. Software Operation. Customer shall (a) use Product and Software only in an operating environment
(e.g., hardware and software) approved by THE COMPANY; and (b) install any software updates
recommended by THE COMPANY.
2.3. Data Authorization. Customer represents and warrants that it has the authorization and permission
to add any information it collects, into the Software, and will utilize the Software in the manner, and
within the parameters, indicated by THE COMPANY.
2.4. Compliance with Applicable Laws. Customer, in operating the Software and performing under this
Agreement, shall comply with all applicable laws, rules and regulations, including but not limited to
securities, privacy, and consumer protection laws.
SECTION 3: FEES
3.1. Fees and Audit. Customer shall pay the Company 30% of Royalty revenue before the 7th date of
each month. In addition, there shall also be a yearly fee of $10,000 USD waived only when there are more
than $2Million USD of Assets under management (AUM). The Company shall also be able to audit and
check Customer’s partner account dashboard at any time.
3.2. Late Fees. To the extent Customer reasonably disputes an invoice or portion thereof, it shall remain
liable to remit payment to THE COMPANY for all undisputed amounts. If THE COMPANY has
provided Customer or Customer written notice of its failure to pay and allowed fifteen (15) days to cure,
THE COMPANY may in its sole discretion charge interest on any outstanding balances at the maximum
amount permitted by applicable law. Interest will be computed commencing as of the business day after
the original due date until and including the date payment is made, unless paid during the fifteen-day cure
period, in which case no interest shall be due. Payments will be credited first to late payment charges and
next to the unpaid balance. Customer or Customer shall be responsible for all collection costs and/or legal
expenses necessitated by lateness or default in payment.
Further, should Customer fail to pay the fees as agreed, THE COMPANY in its sole discretion has the
right to immediately suspend the Services or terminate this Agreement for cause.
3.3. Taxes. The fees described in this Agreement are exclusive of any federal, state, municipal, or foreign
taxes, levies, duties or other governmental assessments of any nature, including excise, sales, use, value-
added, gross receipts, personal property, occupational, or other taxes (collectively, “Taxes”) in applicable
countries. Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding
taxes based on THE COMPANY’s income or property. If THE COMPANY is obligated to collect Taxes,
then the appropriate amount will be determined and added to the Customer invoice based on the laws and
regulations of the taxing authority(ies) governing the “Bill To” location of the Customer as indicated in an
Order Form, at the time of invoicing. If THE COMPANY does not invoice Customer for applicable
Taxes, Customer remains responsible for the calculation and remittance of Taxes to the applicable
governmental authority, now or at any time in the future.
SECTION 4: NON-SOLICITATION
During the Term of this Agreement and for a period of two (2) years thereafter, Customer shall not,
directly or indirectly, in any manner solicit or induce for employment any person who is then in the
employment of Company.
SECTION 5: FUNCTIONALITY OF SOFTWARE
5.1. Initial Functionality. THE COMPANY may have demonstrated Product to Customer (the
“Demonstration Version”). At the time the Software is made available to Customer, the Software will
have substantially the same “look and feel,” features, and functionality of the Demonstration Version and
no fewer features and no less functionality than the base versions of the comparable product delivered to
other customers of THE COMPANY, except for customized features and functionality separately
specified and purchased by other customers.
5.2. Future Functionality. Following delivery of the Software to Customer, THE COMPANY shall
make such additional features and functionality as THE COMPANY makes available to its customers
generally without charge and without the need for consent of Customer. Features and functionality that
are not free of charge to all customers shall have an associated fee for usage. THE COMPANY shall give
Customer notice of such additional features and functionality (and the pricing, as applicable) if they are
material to the operation of the Software.
SECTION 6: PUBLICITY
Customer understands and agrees that neither party may issue any press release or make any public
announcement(s) relating to this Agreement or the relationship established by this Agreement without the
express prior written consent of the other party; however, THE COMPANY may seek Customer’s or
Customer’s written approval to make reasonable limited references to Customer’s or Customer’s
participation with THE COMPANY on its corporate website or in its marketing materials (which may
include Customer’s or Customer’s name, logo, publicly available Content samples, screen captures of
Customer’s or Customer’s branded website, and aggregated data from launched campaigns).
SECTION 7: WARRANTIES
7.1: Warranties.
Authority to contract. Each Party warrants that it is duly organized, validly existing and in good standing
and has the full and unrestricted power and authority to execute and deliver this Agreement and to carry
out the transactions contemplated hereby. Each Party further warrants that the execution of this
Agreement and the performance of any work and delivery of any products will not conflict with or violate
any commitment, agreement or understanding the Party has with any other person or entity and there is
nothing that will prevent the Party from performing its obligations under the terms and conditions
imposed on it by this Agreement. Each Party represents and warrants that the Agreement has been duly
authorized by all necessary action and constitutes a valid obligation, binding and enforceable in
accordance with the terms hereof.
No Warrant on Behalf of Company: Customer will not make any representation or warranty, express or
implied, binding or purporting to bind Company in connection with the Software, including, but not
limited to, any representation or warranties related to the performance, condition, title, non-infringement,
merchantability, fitness for a particular purpose, system integration, or data accuracy of any of the
foregoing.
7.2. Compliance with Laws. THE COMPANY shall conduct its business, including the provision of
Services provided hereunder, and develop Product, in compliance with all applicable laws, rules and
regulations, including, but not limited to applicable securities, privacy, and consumer protection laws.
7.3. No Other Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN THE ABOVE
SECTIONS, THE PRODUCT, INCLUDING ANY ACCOMPANYING MANUALS AND OTHER
MATERIALS, AND THE SERVICES, ARE PROVIDED BY THE COMPANY “AS IS,” WITHOUT
WARRANTY OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ANY WARRANTY
THAT THE PRODUCT WILL BE ERROR- FREE OR OPERATE WITHOUT INTERRUPTION, OR
THAT PRODUCT WILL MEET THE CUSTOMER’S REQUIREMENTS, AND ANY WARRANTIES
IMPLIED BY LAW, BY THE COURSE OF DEALING BETWEEN THE PARTIES, OR OTHERWISE,
ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
SECTION 8: CONFIDENTIALITY; EMPLOYEES
8.1. Confidentiality.
8.1.1. Included Information. For purposes of this Agreement, the term “Confidential Information”
means all confidential and proprietary information of a party, including but not limited to (a) financial
information; (b) business and marketing plans; (c) trade secrets; (d) the names of employees, owners, and
third party contractors to the extent such is not public information; (e) the names, email addresses, and
other personally-identifiable information of users of the Software; (f) security codes; and (g) all
documentation provided by THE COMPANY.
8.1.2. Excluded Information. For purposes of this Agreement, the term “confidential and proprietary
information” shall not include information which, as can be proven by written record, (a) was or becomes
generally available to the public other than as a result of a disclosure by the Receiving Party (as defined
below) or its directors, officers, employees, agents, contractors or advisors (“Representatives”); (b) was or
becomes available to the Receiving Party on a non-confidential basis from a source other than the
Disclosing Party (as defined below) or its advisors, provided that such source is not bound by a
confidentiality obligation with Disclosing Party; (c) was within the Receiving Party’s possession prior to
it being furnished to the Receiving Party by or on behalf of the Disclosing Party provided the source of
such information was not bound by a confidentiality obligation owed to the Disclosing Party with respect
thereto; or (d) was developed by the Receiving Party independent of any use or reference to the
Confidential Information.
8.1.3. Confidentiality Obligations. During the Term and at all times thereafter in which the information
is still deemed “Confidential Information,” neither Party shall disclose Confidential Information of the
other Party or use such Confidential Information for any purpose other than in furtherance of this
Agreement. Without limiting the preceding sentence, each party shall use at least the same degree of care
in safeguarding the other Party’s Confidential Information as it uses to safeguard its own Confidential
Information. Notwithstanding the foregoing a Party may disclose Confidential Information (a) if required
to do so by legal process (i.e., by a subpoena), provided that where allowed, such Party shall notify the
other Party prior to such disclosure so that such other Party may attempt to prevent such disclosure or
seek a protective order; or (b) to any applicable governmental authority as required in the operation of
such Party’s business, and even then, limited to no more than the minimum information required.
8.2. Injunctive Relief. The Parties acknowledge that a breach of this Section will cause the damaged
Party great and irreparable injury and damage, which cannot be reasonably or adequately compensated by
money damages. Accordingly, each Party acknowledges that the remedies of injunction and specific
performance shall be available for the non-breaching party to seek in the event of such a breach, in
addition to money damages or other legal or equitable remedies.
SECTION 9: RESPONSIBILITY FOR OPERATION OF SOFTWARE
The Parties agree that Customer, and not THE COMPANY, is primarily responsible for the Customer’s
use and operation of the Product and Software. THE COMPANY is not responsible for any information
or content displayed on or transmitted through the Software except content provided by THE COMPANY
or its agents. THE COMPANY does not act as nor take on the responsibility or liability of a fiduciary,
business or legal advisor, or co-venturer.
SECTION 10: TERM AND TERMINATION
10.1. Term. The term of this Agreement shall be for the period indicated in an active Order Form (the
“Term”) and, unless earlier terminated for cause in accordance with this Agreement, will continue for the
duration of any Term or renewal term set forth in an applicable Order Form.
10.2. Termination for Cause. This Agreement may be terminated at any time if either Party fails to
perform any of its material obligations hereunder and such failure continues for fifteen (15) days
following written notice from the non-breaching Party. For these purposes (a) any obligation of Customer
to pay any amount to THE COMPANY shall be treated as a material obligation, and (b) if Customer fails
to make a required payment by the due date and fails to remedy such non-payment in 15 days, THE
COMPANY may, in its discretion, immediately terminate this Agreement and any access to the Software
without giving written notice of such failure or any additional failure.
10.3. Effect of Termination/Non-Renewal. Upon any termination or non-renewal of this Agreement,
the License shall terminate, and Customer shall have no further rights in the Software or Product.
Customer is still obligated to pay THE COMPANY all amounts owed for the remaining Term pursuant to
this Agreement and any outstanding Order Form, as well as any pending or owed Transaction Fees. In the
event Customer terminates this Agreement pursuant to Section 10.2 above, THE COMPANY shall refund
to Customer all unused Marketplace Spend amounts paid in advance for the remainder of the Term.
SECTION 11: OWNERSHIP OF INTELLECTUAL PROPERTY AND DATA
11.1 THE COMPANY Data. THE COMPANY is the exclusive owner of Product and all of the
intellectual property rights associated with Product, including software, copyrights, and other data not
owned by Customers (“THE COMPANY Data”), even if THE COMPANY incorporates into Product
suggestions made by Customer. Customer shall not receive any form of compensation for ideas,
modifications, suggestions or improvements made to Product. Except as expressly set forth in this
Agreement, Customer is granted no licenses or other rights in or to any COMPANY Data or any use
thereof.
11.2 Customer Data. Customer shall own and retain all right, title and interest in and to any data,
information, and other content, including any text, files, images, graphics, illustrations, information, data,
audio, video, photographs, completed program performance and analytics provided by Customer or
Customer’s Users (“Customer Data”).
11.3 Additional Responsibility. Customer grants THE COMPANY all rights and licenses in and to the
Customer Data and other Data necessary for THE COMPANY to provide the Services and perform its
other obligations under this Agreement. Customer has all rights in and to all Customer Data necessary to
permit THE COMPANY to provide the Services and perform its other obligations under this Agreement.
SECTION 12: DATA PRIVACY AND DATA SECURITY
THE COMPANY shall reasonable means to maintain a data privacy and information security protocol,
including physical, technical, administrative, and organizational safeguards, that is designed to: (1) ensure
the security and confidentiality of the Customer Data; (2) protect against anticipated threats or hazards to
the security or integrity of the Customer Data; and (3) protect against unauthorized disclosure, access to,
or use of the Customer Data.
All access to and use of the Services and use of the Software is subject to THE COMPANY ‘s Privacy
Policy. THE COMPANY and Customer agree to comply with the current terms of the Privacy Policy.
THE COMPANY may collect, use, share, and store data made available via the Software in connection
with the Services hereunder and in accordance with THE COMPANY’s policies and applicable laws.
SECTION 13: LIMITATION OF CLAIMS AND DAMAGES
13.1. Limitation of Claims. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR
ANY THIRD PARTY UNDER ANY CIRCUMSTANCES (EVEN IF THIS AGREEMENT IS
TERMINATED) FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR
INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, REVENUE,
BUSINESS OPPORTUNITY OR BUSINESS ADVANTAGE), WHETHER BASED UPON A CLAIM
OR ACTION OF TORT, CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH
OF STATUTORY DUTY, CONTRIBUTION, CLASS ACTION, MASS TORT, INDEMNITY OR ANY
OTHER LEGAL THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
13.2. Limitation of Damages. THE COMPANY’S TOTAL LIABILITY UNDER OR RELATING TO
THIS AGREEMENT, REGARDLESS OF THE CAUSE OR FORM OF ACTION, AND WHETHER
BEFORE OR AFTER ITS TERMINATION, SHALL NOT EXCEED THE TOTAL OF ALL LICENSE
FEE AMOUNTS PAID TO THE COMPANY BY THE CUSTOMER UNDER THE CURRENT TERM.
13.3. Exceptions. The limitations set forth in Sections 13.1 and 13.2 shall not apply to any claims arising
(a) under Section 7 (concerning THE COMPANY’s warranties); or (b) under Section 8 (concerning each
party’s confidentiality obligations).
SECTION 14: INDEMNIFICATION BY CUSTOMER
14.1. Customer’s Obligation to Indemnify. Customer will indemnify, hold harmless, and defend THE
COMPANY, its licensors, service providers, and their respective affiliates, managers, agents and
employees, from and against all losses, costs, and expenses, including reasonable attorneys’ fee, from
third party claims to the extent arising from (a) any materials provided, published, or disseminated by
Customer; (b) Customer’s or its authorized Users’ negligent acts or omissions in the operation of the
Software including a material breach of Customer’s obligations, representations, warranties or covenants
contained in this Agreement; and (c) violations of any applicable laws.
14.2. THE COMPANY’s Obligation to Indemnify.
14.2.1. In General. THE COMPANY maintains the Product Software so that a Customer’s use of the
Product as anticipated by this Agreement will not infringe on the Singapore intellectual property rights of
any third party. If a claim is made that Customer’s use of Product infringes on the Singapore intellectual
property rights of a third party then THE COMPANY will, at its sole expense and as Customer’s sole
remedy, indemnify, hold harmless, and defend Customer and its authorized licensed Users, against such
claim and pay any final judgment or settlement against Customer, and any reasonable legal fees incurred
by Customer, provided that Customer follows the procedure set forth in Section 14.3 below. THE
COMPANY may, without the knowledge or consent of Customer, agree to any resolution of the dispute
that does not require on the part of Customer a payment or an admission of wrongdoing. Without limiting
the preceding sentence, THE COMPANY may (a) seek to obtain through negotiation the right of
Customer to continue using Product; (b) rework Product so as to make it non-infringing; or (c) replace
Product, as long as the reworked or replacement does not result in a material adverse change in the “look
and feel” or operational characteristics of the Product.
14.2.2. Exceptions. The foregoing indemnification shall not apply to infringement to the extent caused
by (a) Customer’s modification or use of Product other than as contemplated by the Agreement; (b)
Customer’s failure to use corrections or enhancements made available by THE COMPANY to the extent
that such corrections or enhancements would make Product non-infringing (and THE COMPANY
notified Customer of that fact in writing (email or internal notification in Software is also sufficient)); or
(c) information, specification or materials provided by Customer or third party acting for Customer which
is the cause of such infringement claim.
14.3. Notice and Defense of Claims. An indemnified party (“Indemnified Party”) will promptly notify
the indemnifying party (“Indemnifying Party”) of any claim for which it believes it is entitled to
indemnification under the preceding paragraph. Indemnifying Party may, but shall not be required to,
assume control of the defense and settlement of such claim provided that: (a) such defense and settlement
shall be at the sole cost and expense of Indemnifying Party (b) Indemnifying Party shall be permitted to
control the defense of the claim only if Indemnifying Party is financially capable of such defense and
engages the services of a qualified attorney, each in the reasonable judgment of the Indemnified Party; (c)
Indemnifying Party shall not thereafter withdraw from control of such defense and settlement without
giving reasonable advance notice to Indemnified Party; (d) Indemnified Party shall be entitled to
participate in, but not control, such defense and settlement at its own cost and expense; (e) before entering
into any settlement of the claim, Indemnifying Party shall be required to obtain the prior written approval
of Indemnified Party, which shall be not unreasonably withheld or delayed, if pursuant to or as a result of
such settlement, injunctive or other equitable relief would be imposed against Indemnified Party; and (f)
Indemnifying Party will not enter into any settlement of any such claim without the prior written consent
of Indemnified Party.
SECTION 15: MISCELLANEOUS
15.1. Amendments; Waivers. No amendment, modification, or waiver of any provision of this
Agreement shall be binding unless in writing and signed by the Party against whom the operation of such
amendment, modification, or waiver is sought to be enforced. No delay in the exercise of any right shall
be deemed a waiver thereof, nor shall the waiver of a right or remedy in a particular instance constitute a
waiver of such right or remedy generally.
15.2. Notices. All notices, payments, requests, consents, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered
by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally
recognized overnight courier (receipt requested); (c) on the date sent by electronic transmission (with
confirmation of transmission) if sent during normal business hours of the recipient, and on the next
business day if sent after normal business hours of the recipient; or (d) on the third day after the date
mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications
must be sent to the respective Parties at the addresses indicated herein at such other address for a Party as
shall be specified in a notice given in accordance with this Section.
15.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of Singapore without giving effect to any choice or conflict of law provision or rule that would cause the
application of laws of any jurisdiction other than those of Singapore. Dispute under this agreement shall
be resolved through Arbitration. Any legal suit, action or proceeding arising out of or related to this
Agreement shall be instituted exclusively in the courts of Singapore, and each Party irrevocably submits
to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process,
summons, notice or other document by mail to such Party’s address set forth herein shall be effective
service of process for any suit, action or other proceeding brought in any such court.
15.4. Waiver of Jury Trial. EACH PARTY 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.
15.5. Changes to the Agreement. Modifications and amendments to this Agreement, including any
exhibits, schedules, statements of work, appendices and other attachments, shall be enforceable only if
they are in writing and signed by authorized representatives of both Parties.
15.6. Assignment. Customer may not assign its rights or obligations under this Agreement without the
prior written consent of THE COMPANY. Notwithstanding the preceding sentence, Customer may assign
its interest in this Agreement to an entity acquiring (by sale, merger, reorganization, or otherwise)
substantially all of the transferor’s assets or business, provided that (a) the transferee agrees to assume
and perform all obligations of the transferor for periods following the transfer; (b) the transferor remains
liable for all obligations prior to the transfer; and (c) the transferee shall not be engaged in the business of
developing, marketing, or supporting an electronic Software or related services in competition with
Product.
15.7. Dispute Fees and Costs. In the event that any action, suit, or other legal or administrative
proceeding is instituted or commenced by either Party hereto against the other Party arising out of or
related to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees
and court costs from the non-prevailing Party.
15.8. Language Construction. The language of this Agreement shall be construed in accordance with its
fair meaning and not for or against any Party. The Parties acknowledge that each Party and its counsel
have reviewed or had the opportunity to review and participate in the drafting of this Agreement and,
accordingly, that the rule of construction that would resolve ambiguities in favor of non-drafting Parties
shall not apply to the interpretation of this Agreement.
15.9. Force Majeure. Neither Party shall be considered in breach of this Agreement or entitled to
terminate this Agreement by virtue of any delay or default in performance by the other Party (other than a
delay or default in the payment of money) if such delay or default is caused by Acts of God, government
restrictions (including the denial or cancellation of any export or other necessary license), wars,
insurrections and/or any other cause beyond the reasonable control of the Party whose performance is
affected; provided that the Party experiencing the difficulty shall give the other prompt written notice
following the occurrence of the cause relied upon, explaining the cause and its effect in reasonable detail
and provided such Party resumes performance as soon as is reasonably practicable. Dates by which
performance obligations are scheduled to be met will be extended for a period of time equal to the time
lost due to any delay so caused.
15.10. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall
be deemed to be a fully-executed original.
15.11. Signature by Facsimile or Email. An original signature transmitted by facsimile or email shall
be deemed to be original for purposes of this Agreement.
15.12. No Third-Party Beneficiaries. This Agreement is made for the sole benefit of the Parties. No
other persons shall have any rights or remedies by reason of this Agreement against any of the Parties or
shall be considered to be third party beneficiaries of this Agreement in any way.
15.13. Binding Effect. This Agreement shall inure to the benefit of the respective heirs, legal
representatives and permitted assigns of each Party, and shall be binding upon the heirs, legal
representatives, successors and assigns of each Party.
15.14. Titles and Captions. All article, section, and paragraph titles, and captions contained in this
Agreement are for convenience only and are not deemed a part of the context hereof.
15.15. Pronouns and Plurals. All pronouns and any variations thereof are deemed to refer to the
masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.
15.16. Days. Any period of days mandated under this Agreement shall be determined by reference to
calendar days, not business days, except that any payments, notices, or other performance falling due on a
Saturday, Sunday, or holiday shall be considered timely if paid, given, or performed on the next
succeeding business day.
15.17 Exhibits and Attachments. Any exhibits and/or attachments to this Agreement are incorporated
within this Agreement and are considered part of this Agreement.
15.18. Entire Agreement. This Agreement constitutes the entire agreement between THE COMPANY
and Customer with respect to the subject matter contained herein and supersedes all prior agreements and
understandings between the Parties. In the event of any conflict between similar provisions of the main
body of this Agreement and any exhibits, schedules, appendices, etc., this Agreement shall take
precedence. If a court or arbitrator finds any provision of this Agreement to be invalid or unenforceable
under applicable law, the remainder of the agreement shall remain in full force and effect and shall be
interpreted so as best to carry out the Parties’ intent.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set
forth below.
Signed by the duly authorized representative of
the COMPANY
Signature: ………………………………………
Name:……………………………………………
Designation:…………………………………….
Date: …………………………………………….
Signed by the duly authorized representative of
the CUSTOMER
Signature: ……………………………………
Name: …………………………………………
Designation…………………………………..
Date: …………………………………………….
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