Article 1 Definitions
1.1 Defined Terms
Affiliate: means any company which is a subsidiary (as defined in s.1159 Companies Act 2006) of the same holding company as the Client or Edge Petrol as the case may be.
Client: means the counterparty to Edge Petrol Limited under this agreement.
Client Data: means any data comprising part of the Data from which the original source of the data can be identified from an analysis of the Data.
Contract Year: means the 12 month period as set out in Article 3.1 (or in year 1 the period from the commencement of the agreement to the first renewal) current at the date of the event to which it relates.
Data: means the aggregated and anonymised data supplied or to be supplied by Edge Petrol to the Client pursuant to this agreement. The type of Data to be supplied is set out in Schedule 1 hereto.
Data Protection Laws: means all applicable legislation relating to data protection and privacy, including the GDPR (together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country) and the UK Data Protection
GDPR: means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
Intellectual Property: means all patents, rights to inventions, copyright and related rights, moral rights, database rights, trademarks and trade names, rights to goodwill and to sue for passing off, rights in designs, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (and rights to apply) for, and renewals and extensions of and rights to claim priority from such rights and all similar or equivalent rights and forms of protection which subsist or will subsist now or in the future in any part of the world.
Logo: means the Edge Petrol Logo and trademark as depicted in Schedule 1
Purpose: means the purpose for which the Client intends to use the Data, as set out in Schedule 1 hereto.
1.2 Interpretation. Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, ‘i.e.’, ‘other’ and ‘otherwise’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. In the event of any conflict between the Sections of these Terms and Conditions, the documentation incorporated into these Terms and Conditions by reference and any Order Form, the Order Form shall prevail, followed by the documentation incorporated by reference and finally these Terms and Conditions. References to Sections are to sections in these Terms and Conditions and headings shall not affect the interpretation of these Terms and Conditions. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to a party includes that party’s personal representatives, successors and permitted assignees. Unless the context requires otherwise, words in the singular include the plural and vice versa and a reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision. A reference to these Terms and Conditions or to any other agreement or document referred to in these Terms and Conditions is a reference to these Terms and Conditions or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms and Conditions) from time to time. A reference to writing or written includes e-mail but not fax. When a number is expressed both in words and numbers, in the event of a conflict the words shall be deemed correct.
Article 2 Licence
2.1 The Client is hereby granted by Edge Petrol a non-exclusive, non-transferable and non-sublicensable licence to use the Data, exclusively for the Purposes and subject to the conditions as described in these Terms and Conditions and the Agreement.
2.2 Edge Petrol provides the Data ‘as is’. Edge Petrol does not give any guarantees regarding the correctness of the Data, the data in it or the suitability of the Data for the purpose for which the Client wishes to use it. Reference is made to Clauses 9.2 and 9.3 below for more detail as to Edge Petrol’s obligations as regards the Data limitations and warrantees with respect to the supply of the Data.
2.3 The Client is granted by Edge Petrol a non-exclusive, non-transferable and non-sublicensable licence to use the Logo, exclusively for the use as far as necessary under article 4.1 of these Terms and Conditions.
2.4 Notwithstanding Clause 2.1, the Client may use the Data and authorize the use of the Data by its Affiliates, provided that the Client remains responsible for performance of this Agreement by it and any Affiliate who is using the Data.
Article 3 Duration of agreement and renewal
3.1 The licence to receive and use the Data expires at the end of the month after the month of the date of this Agreement. This license will automatically renew for a further calendar year at the then current price unless either party gives at least 60 days’ notice of termination to expire on the next renewal date. Edge Petrol will supply the price on renewal at least 75 days before renewal.
Article 4 Acknowledgement
4.1 The Client will add in every expression referring to, or making use of the Data outside of its own organization at least once clearly visible and readable that the Data originates from Edge Petrol with the following sentence: ‘Data from Edge Petrol has been used, under license’ ,and to add the Logo at the end of the sentence where reasonably applicable.
4.2 Edge Petrol will supply the Logo to the Client in digital form. The Client is not allowed to make any changes to the Logo or to use it contrary to what is stated in the these Terms and Conditions.
4.3 Without the consent of Edge Petrol, the Client shall not create the impression that Edge Petrol is part of its organisation, is affiliated to it, there is a cooperation and/or that the Client is supported or endorsed by Edge Petrol.
Article 5 Data Security
5.1 Edge Petrol will maintain a security program materially in accordance with industry standards that is designed to: (i) ensure the security and integrity of the Data collected or produced by Edge Petrol; (ii) protect against threats or hazards to the security or integrity of the Data; and (iii) prevent unauthorized access to the Data.
5.2 Edge Petrol’s security safeguards include measures for preventing access, use, modification or disclosure of the Data by Edge Petrol personnel except: (i) to provide the Data and prevent or address service or technical problems; (ii) as required by applicable law; or (iii) as Client permits or under these Terms and Conditions.
5.3 To the extent that Edge processes any Personal Data contained in the Data, the Edge Petrol processing policy shall apply and is incorporated into these Terms and Conditions by reference. Edge’s data processing agreement is the statement of its privacy policy at edgepetrol.wpenginepowered.com/privacy-policy/.
5,4 For more details in relation to how the Edge Product uses and displays Data, please see the Edge Petrol data policy found at edgepetrol. com/data-policy.
Article 6 License Restrictions.
6.1 The rights granted herein are subject to the following restrictions (the “License Restrictions”). Client will not directly or indirectly:
(a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the production of the Data (except if permitted by applicable law or these Terms and Conditions and required to integrate the Data with other a product of the Client), or to derive Client Data from the Data;
(b) remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the Data;
(c) make copies, electronic or otherwise, of the Data for any external purpose, unless otherwise permitted by terms in the Schedule to this agreement;
(d) provide Data via electronic means to any person other than an Affiliate;
(e) frame or mirror any part of the Data, other than framing on Client’s own intranets or otherwise for its own internal business purposes;
(f) attempt to probe, scan or test the vulnerability of the Data, breach the security or authentication measures of Edge Petrol without proper authorization or wilfully render any part of the Data unusable for any user;
(g) use or access the Data or Intellectual Property of Edge Petrol: (i) to develop a product or service that is competitive with the Data; or (ii) to engage in competitive analysis or benchmarking against products or services provided by third parties that are similar to Data;
(h) transfer, distribute, resell, lease, license, or assign the Data;
(i) allow the Data to become the subject of any charge, lien or encumbrance; or
(j) otherwise use the Data: (i) in violation of applicable law; (ii) to infringe or violate third party rights; or (iii) other than for the Client’s internal use unless state in the Schedule to this agreement.
Article 7. Fees and Payment
7.1 Fees. Client will pay annually in advance for the Data unless otherwise set forth in the Order Form. Except as otherwise specified herein or in any applicable Order Form, fees are: (a) quoted and payable in the currency set forth in the Order Form; (b) exclusive of any reasonable expenses incurred by Edge in providing Professional Services which shall be reimbursed by Client on demand; (c) subject to an increase of no more than ten percent (10%) per calendar year; and (d) non-cancellable and non-pro-ratable for partial months, and non-refundable, except as expressly set forth herein.
7.2 Invoices are payable by Client within fourteen (14) days of their date unless otherwise set forth in the Order Form. Invoices will be raised once an Order Form is executed.
7.3 Late Payment. If Client fails to pay any amounts that are not disputed pursuant to Section 7.4 Edge may charge interest on the overdue amount from the due date up to (but excluding) the date of actual payment, after as well as before judgment at the greater of: (a) one and a half percent (1.5%) per calendar month; and (b) the maximum permitted under applicable law. Such interest shall accrue on a daily basis, be compounded monthly and is payable on demand.
7.4 Disputed Invoices. If Client disputes all or part of an invoice received from Edge Petrol, Client shall notify Edge Petrol in writing within ten (10) days of receiving the relevant invoice and the parties shall act reasonably and in good faith to resolve such dispute.
7.5 Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Client will be solely responsible for payment of all Taxes, except for those taxes based on the income of Edge Petrol. Client will not withhold any taxes from any amounts due to Edge Petrol unless such withholding or deduction is required by applicable law. In such event, the amount of such payment due from Client shall be increased to an amount which (after making such withholding or deduction) leaves an amount equal to the payment which would have been due if no such withholding or deduction had been required.
Article 8 Proprietary Rights and Confidentiality
8.1 Proprietary Rights. As between the parties, Edge Petrol exclusively owns all right, title and interest in and to the Data, and the Client is granted a license to use the Data as supplied by Edge Petrol in accordance with these Terms and Conditions.
8.2 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of these Terms and Conditions and it will not disclose the same to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information: (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with this Section; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its Commercially Reasonable Efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the non-public terms of these Terms and Conditions to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will, notwithstanding anything in these Terms and Conditions, be entitled to seek immediate injunctive and other equitable relief in any jurisdiction, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in these Terms and Conditions.
8.3 Client Data. Unless and to the extent specifically state in the Schedule to these Terms and Conditions, no right or license is given to the Client to use or derive to publish internally or externally any Client Data.
8.4 Third Party Data. The Data may contain data owned by third parties. Such third party data may be licensed by the third party to Client under separate or different terms and conditions (“Third Party Terms”) and are not licensed to Client under these Terms and Conditions. Such Third Party Terms are available from Edge Petrol and Client agrees to comply with such Third Party Terms, including any obligation to pay any fees due to third parties. Client agrees to indemnify Edge Petrol in respect of any losses, damages, liabilities, costs, charges, and expenses, including reasonable legal fees and/or penalties Edge Petrol incurs as a result of any breach by Client of any Third Party Terms.
Article 9. Warranties and Disclaimers
9.1 Mutual. Each party warrants and represents to the other that it: (a) has full power and authority to enter into and perform its obligations under these Terms and Conditions; (b) shall obtain and maintain all necessary licences clearances, permissions, and consents necessary to carry out all of its obligations under these Terms and Conditions, provide any information, data or other materials that it provides hereunder, and to permit the other party to use the same as contemplated hereunder; and (c) shall employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of its obligations under these Terms and Conditions.
9.2 Edge Petrol. Edge Petrol warrants that: (a) the Data will conform in all material respects with the Specification, provided that absolute accuracy of the Data cannot be guaranteed; and (b) it will provide services to back up the Data in a professional and workmanlike manner. For breach of the foregoing express warranty, Client’s exclusive remedy shall be updating of the Data. If the Data is so deficient that Edge Petrol update it in a reasonable time (typically 1 week) Client shall be entitled to a pro-rata refund of the fees paid to Edge Petrol for such time the Data is deficient.
9.3 Disclaimers. Except as expressly set forth herein, the Data is provided on an “as is” and “as available” basis and each party disclaims all warranties and conditions express or implied, including those of merchantability, satisfactory quality, title, non-infringement, and fitness for a particular purpose. In particular, Edge Petrol does not warrant that the Data (a) will be provided free from interruption; (b) will run on any particular computer system; (c) is accurate (beyond the level of accuracy specified in the Specification) , complete, reliable, secure, useful, fit for purpose or timely; (d) will be tested for use; or (e) will be suitable for or be capable of being used by Client or any third party.
Article 10. Indemnification
10.1 Indemnity by Edge Petrol. Edge Petrol will defend Client against any claim, demand, suit, or proceeding (“Claim”) made or brought against Client by a third party alleging that the use of the Data in accordance with these Terms and Conditions infringes or misappropriates any third party right (copyright or database right, or right to privacy) and will, subject to Article 11 indemnify Client for any damages finally awarded by a court of competent jurisdiction against Client (or any settlement approved by Edge in writing) in connection with any such Claim. In connection with any Claim: (a) Client will promptly notify Edge Petr l of such Claim in writing; (b) Edge Petrol will have the sole and exclusive authority to defend and/or settle such Claim (provided that Edge Petrol may not settle any Claim without Client’s prior written consent, which will not be unreasonably withheld, delayed or conditioned where it unconditionally releases Client of all related liability); and (c) Client reasonably cooperates with Edge Petrol in connection therewith. If the use of the Data by Client has become, or in Edge Petrol’s opinion is likely to become, the subject of any Claim of infringement, Edge Petrol may at its option and expense: (i) procure for Client the right to continue using and receiving the Data as set forth hereunder; (ii) replace or modify the Data to make them non-infringing (with comparable utility or functionality); or (iii) if the options in subsections (i) or (ii) are not reasonably practicable, terminate these Terms and Conditions and provide a pro rata refund of any prepaid fees corresponding to the terminated portion of the applicable subscription term. Edge Petrol will have no Liability or obligation with respect to any Claim to the extent such Claim is caused by (a) compliance with designs, guidelines, plans or specifications provided by Client or (b) modification of the Data by any party other than Edge Petrol without Edge Petrol’s express written consent; or (c) the use of Client Data; or (d) the combination, operation or use of the Data with other applications, portions of applications, product(s) or services where the Data would not by itself be infringing; or (e) continued use of the Data after Client was aware of the Claim or Edge Petrol had notified it of the possibility of the Claim (subsections (a) through (e), “Excluded Claims”). This Section represents Client’s exclusive remedy for infringement or misappropriation of Intellectual Property.
10.2 Indemnification by Client. Client will defend Edge Petrol against any Claim made or brought against Edge Petrol by a third party arising out of the Excluded Claims, and Client will indemnify Edge Petrol for any damages finally awarded against Edge Petrol (or any settlement approved by Client) in connection with any such Claim. In connection with any Claim: (i) Edge Petrol will promptly notify Client of such Claim in writing; (ii) Client will have the sole and exclusive authority to defend and/or settle such Claim (provided that Client may not settle any Claim without Edge Petrol’s prior written consent, which will not be unreasonably withheld, conditioned or delayed where it unconditionally releases Edge Petrol of all liability); and (iii) Edge Petrol reasonably cooperates with Client in connection therewith.
Article 11. Liability
11.1 Exclusions. Subject to Section 11.3, Edge Petrol is not Liable to Client for any: (a) loss of actual or anticipated profits; (b) loss of sales, business or revenue; (c) loss of agreements or contracts; (d) wasted expenditure (excluding fees paid under these Terms and Conditions); (e) loss of anticipated savings; (f) loss of or damage to reputation or goodwill; (g) loss of use or corruption of software, data or information, in each case whether direct or indirect; or (h) indirect, special, incidental, consequential or punitive damages of any character.
11.2 Limitation. Subject to Section 11.3, the total aggregate Liability of Edge Petrol for all claims arising in any Contract Year shall not exceed an amount equal to the total amount paid by Client to Edge Petrol under these Terms and Conditions in that Contract Year.
11.3 Exception. Nothing in these Terms and Conditions excludes or restricts any Liability that cannot be excluded or restricted under applicable law.
Article 12. Termination
12.1 Termination. Edge Petrol may terminate this Agreement at any time by providing Client with six (6) months’ prior written notice. Each party may terminate these Terms and Conditions upon written notice to the other party if: (a) the other party commits any material breach of these Terms and Conditions and fails to remedy such breach within thirty (30) days after written notice of such breach, provided, however, that if such breach is capable of remedy but cannot be remedied within such period and the breaching party initiates actions to remedy the breach and thereafter diligently pursues such actions, the breaching party shall have such additional period as is necessary in the circumstances to cure the breach; or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceedings that are not dismissed within sixty (60) days.
12.2 Consequences of Termination. Following termination for any reason: (a) Client shall pay Edge Petrol on demand all sums (not disputed pursuant to Section 3.4) due to it howsoever arising from these Terms and Conditions; (b) all rights and licences granted under these Terms and Conditions shall terminate and Edge Petrol shall no longer be obliged to supply the Data; (c) each party shall promptly return to the other or otherwise dispose of (as the other party may instruct), all materials, documents (including Documentation) or papers whatsoever including Confidential Information of the other party which are in its possession or under its control in whatever form they are recorded or stored, including any electronic or digital storage media; and (d) the parties shall have no further obligations or rights under these Terms and Conditions, without prejudice to those which have accrued to either party prior to termination.
12.3 Survival. Upon termination of these Terms and Conditions, all rights and obligations will immediately terminate except that accrued payment obligations and any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and provisions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability, termination and the general provisions below. Nothing in this Section will relieve Client of its obligation to pay Edge Petrol the fees that are due as at the effective date of such termination.
Article13 . General
13.1 Anti-Corruption. Each party shall: (a) at all times have in place and comply with its own policies on: (a) anti-bribery and corruption and (ii) shall comply with Anti-Corruption Laws.
13.2 Records. Client shall keep detailed, accurate and up-to-date records of its: (a) use of the Data; and (b) all payments made to Edge Petrol (“Records”). Records shall be retained by Client for three (3) years after termination of these Terms and Conditions. Edge Petrol and/or its third party representatives (including designated auditor), may on reasonable notice during normal business hours, but without notice if Edge suspects a breach of these Terms and Conditions: (i) gain remote or electronic access to, and request copies of, the Records and any other relevant information held on Client’s systems; (ii) meet with Client personnel whom Client will procure provide all explanations reasonably necessary to perform the audit effectively; and (iii) inspect all Records, premises and systems relating to Client’s use, permission and/or control of the Data. The cost of an audit shall be borne by Edge Petrol, except where a breach of these Terms and Conditions is identified, in that case, the amounts due and the costs of the audit shall be borne by Client and payable on demand. The rights in this Section shall continue for three (3) years after termination of these Terms and Conditions.
13.3 Export Compliance. Each party will comply with the export laws and regulations of the United States, United Kingdom, European Union and other applicable jurisdictions in providing and using the Data.
13.4 Publicity. Client agrees that Edge Petrol may refer to Client’s name and trademarks in Edge Petrol’s marketing materials and website; however, Edge Petrol will not use Client’s name or trademarks in any other publicity (including press releases, customer references and case studies) without Client’s prior written consent (which may be given by email). The provisions of Article 4.1 will apply to the use of the Logo.
13.5 Assignment and Delegation. Neither party hereto may assign or otherwise transfer these Terms and Conditions, in whole or in part, without the other party’s prior written consent, except that Edge Petrol may assign these Terms and Conditions without consent to an Affiliate or a successor to all or substantially all of its assets or business related to these Terms and Conditions. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null or void. Subject to the foregoing, these Terms and Conditions will be binding on the parties and their successors and assigns.
13.6 Amendment and Waiver. No amendment or modification to these Terms and Conditions, nor any waiver of any rights hereunder, will be effective unless agreed to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of these Terms and Conditions will not be deemed a waiver of future enforcement of that or any other provision.
13.7 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
13.8 Unenforceability. If a court of competent jurisdiction determines that any provision of these Terms and Conditions is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of these Terms and Conditions will remain in full force and effect and bind the parties according to its terms.
13.9 Governing Law and Jurisdiction. Each party irrevocably agrees that these Terms and Conditions (and any non-contractual obligations arising out of or in connection with them and any claim or dispute in relation to their formation) shall be: (a) interpreted and governed by the laws of England, excluding any rules governing choice of law and conflict of laws and not subject to the United Nations Convention on Contracts for the International Sale of Goods; and (b) the courts of London, England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions. Notwithstanding the foregoing, in the event the Client’s address (as stated in the Agreement) is located in the United States of America, these Terms and Conditions will be governed by the laws of the State of New York and the Federal laws of the United States of America, without reference to conflicts of law principles and any dispute or claim arising out of or in connection with these Terms and Conditions will be resolved by binding arbitration in New York, United States of America subject to the Rules of Arbitration of the International Chamber of Commerce.
13.10 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, by overnight delivery or by email (provided no automated bounceback message is received). Notices to the parties must be sent using the details stated in the Agreement.
13.11 Entire Agreement. These Terms and Conditions and all Order Forms constitute the entire agreement and understanding between the parties relating to their subject matter and supersede any previous agreements, discussions, correspondence, negotiations, drafts, promises, assurances, warranties, representations and/or undertakings between the parties including any usage or custom and any terms arising through any course of dealing relating to such subject matter.
13.12 Non-Reliance. Each party agrees that in entering these Terms and Conditions all statements, representations, warranties and undertakings on which it relies are incorporated into these Terms and Conditions and it does not rely on (and shall have no remedy in respect of) any statement, representation (including any misrepresentation), warranty or undertaking (whether negligently or innocently made) of any person (whether party to these Terms and Conditions or not) (in each case whether contractual or non-contractual) which is not expressly set out in these Terms and Conditions. Without prejudice to: (a) any other provision of these Terms and Conditions limiting the remedies available to either party, each party agrees that it will have no remedy in relation to these Terms and Conditions for innocent or negligent misrepresentation, negligent misstatement or mistake based on any statement in or made in relation to these Terms and Conditions; and (b) the indemnification obligations contained herein and either party’s ability to seek injunctive or equitable relief in any court of competent jurisdiction for actual or threatened misuse of its Intellectual Property or Confidential Information, the only remedy available to each party in relation to any breach of these Terms and Conditions shall be for damages for breach of contract under the terms of these Terms and Conditions.
13.13 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption, delay or failure in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), pandemic, cyber-attack (including denial of service attacks), failure of any software, hardware, communications network or services provided by Client or a third party, or any change in or the adoption of any law, regulation, judgment or decree. Other than as expressly required herein, Edge shall not be obliged to take any action to prevent or mitigate Force Majeure Events.
13.14 Counterparts. This Agreement may be executed in Counterparts.