CYB Human Resources – General Terms and Conditions – Updated 01/2024

1. Services. Service Provider shall provide to Client the Services more particularly set forth in this Agreement and the Proposal to which these Terms and Conditions are attached. Additional Services may be requested and provided only if the Parties agree and sign another Proposal. Service Provider shall provide the Services: (a) in accordance with the terms and subject to the conditions set forth on the Proposal and this Agreement; (b) using personnel of required skill, experience, and qualifications; (c) in a timely, workmanlike, and professional manner; and (d) in accordance with commercially reasonable standards as accepted in Service Provider’s field. Service Provider retains the right to perform the same or similar type of services as provided in this Agreement for third parties during the Term of this Agreement and after this Agreement terminates or expires.

2. Client Obligations. Client shall: Provide copies of or access to Client information, documents, samples, or other material (“Client Materials”) as Service Provider may reasonably request in order to carry out the Services in a timely manner and ensure that they are complete and accurate in all material respects. Client will remain the sole and exclusive owner of all right, title, and interest in and to all Client Materials, including any and all trade secrets, trademarks, domain names, original works of authorship and related copyrights, software, ideas, concepts, know-how, development tools, techniques, data, methodologies, or any other proprietary material or information and any other intangible property (“Intellectual Property”). Respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform the Services in accordance with the requirements of this Agreement.

3. Fees and Payment:

– Fees. Recurring fees set forth in the Proposal (“Recurring Fees”), begin accruing on the Service Start Date as set forth in the Proposal. Client agrees and acknowledges that Recurring Fees shall automatically accrue and shall be due and payable every month for the entirety of the Initial Term in accordance with the terms of this Agreement notwithstanding any purported termination by Client during the Initial Term which is in contravention of the terms of this Agreement. Service Provider may also charge non-recurring fees (“Non-Recurring Fees”), including but not limited to, Service Provider time for additional Services provided in excess of what is specified in the Proposal billed at the hourly or discounted rate set forth in the Proposal. Service Provider time spent providing the Services hereunder is tracked in 15-minute increments and is recorded in the CYB online platform (“CYB Platform”) accessible to Client.

– The Agreement shall commence on the Service Start Date and shall continue for the Initial Term as set forth in the Proposal. Thereafter, this Agreement shall automatically renew for successive terms, each in length equal to the Initial Term of one year (each a “Renewal Term”, together with the Initial Terms, the “Term”), unless earlier terminated in accordance with the terms of the Agreement. 

– Following Client’s notice of termination in accordance with section 9 of the Terms and Conditions, when the Term for the Outsourced HR package expires, Client shall automatically begin a three (3) month minimum mandatory subscription to the CYB HR Hotline Basic at the then current CYB hotline rates. Current rate as of 1/1/24 is $249/month.

– Rates subject to change at CYB’s sole discretion. *Standard Rate is subject to In CYB’s sole discretion, CYB may implement a Standard Rate increase on each 12-month anniversary of the Service Start Date.

– Refund Policy: All payments made under this Agreement are non-refundable. No refunds will be issued at any time, for any reason, including but not limited to termination of this Agreement, dissatisfaction with the services provided, or any other circumstance.

– Expenses. Services shall be provided exclusively via video conferencing services. If Client requires Service Provider to travel, then Client agrees to reimburse Service Provider for all documented reasonable travel and out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services.

– Payment Information. Client shall enter its payment information into CYB’s payment portal, Zoho. which will automatically be charged for the fees and any other amounts Client may incur or be liable for in connection with the Services as set forth in the Proposal. Client may choose to pay for all amounts due under this Agreement via ACH transfer or credit card. If Client chooses to pay with a credit card: (1) Client must provide CYB with ACH transfer information if payment cannot be successfully competed with the credit card; and (ii) Client is responsible for payment of the 2.9% processing fee. If payment due under this Agreement, whether by automated withdrawal from a designated account or by other means, cannot be made due to insufficient funds in the account, closure, change, or inaccessibility of the account the Client will pay CYB an additional fee of $10 for each returned or failed automated withdrawal or other item, unless prohibited by applicable law.

3. Invoices and Payment.

– Invoices and Payment. On the Service Start Date and each monthly anniversary thereafter (each a “Invoice Date”) Service Provider will submit to Client an invoice (“Invoice”) setting forth any of the following that are applicable: (i) Recurring Fees; (ii) Non-Recurring Fees; and (iii) reimbursable expenses included under section 3(b). Client will be charged for the Recurring Fees on the Invoice Date and for the Non-Recurring Fees and reimbursable expenses on the date set forth on the Invoice. If payment of any accrued and outstanding fee is not made by the fifteenth (15th) day of the month in which such payment is due, Client will be responsible for paying the then-current late charge.  Any payment which is not received within five (5) days after it is due will be subject to a late charge equal to 2% of the unpaid payment, or $100.00, whichever is greater, plus, in either event, all attorneys’ fees incurred by Service Provider by reason of Client’s failure to pay fees and/or other charges when due hereunder. This amount is in compensation of Service Provider’s additional cost of processing late payments. In addition, Service Provider hereby reserves the right, and Client hereby authorizes Service Provider, to automatically charge Client’s credit card for all amounts which are 60 or more days’ outstanding, including applicable late charges, processing fees and expenses incurred by Service Provider by reason of Client’s failure to pay overdue amounts. 

– Service Provider reserves the right to change the Recurring Fees at its sole discretion upon forty five (45) days’ prior notice to Client, but no more frequently than every 12 months. 

– Taxes.  Client shall promptly pay all sales, use, excise, value added, and any other taxes which Client is required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment).

– Personal Identifiable Information.  Client shall not submit and Service Provider will not process credit card data sent via email, text, or other unsecure means. Client will only transmit personally identifiable information, sensitive personal information, and payment information, including credit card information, (collectively “PII”) in accordance with Service Provider’s policies, including, without limitation, CYB’s policy prohibiting transmission of PII via electronic mail. Client assumes all risk resulting from a violation of the foregoing.

4. HR Expert Sessions: Cancellation; Reschedule Requests; No Shows. Where Services include sessions with an HR Expert, cancellation and reschedule requests received more than 24 hours prior to the session start time may be rescheduled. The Parties shall attempt to reschedule the session within the 30 days of the original date. Sessions not attended by Client without 24 hours’ notice to Service Provider shall be forfeited. Monthly sessions that have not been properly rescheduled or used do not roll over to the next month.

5. Acknowledgements; Representations.

– It is understood and agreed by both Parties that no employee of either Party shall be deemed to be an employee of the other Party due to this Agreement. Moreover, this Agreement shall not be construed as creating any joint employment between Service Provider and Client. To the extent that there exists an employment relationship between Client and its personnel, whether such relationship is properly classified as such between Client and such personnel, Client shall be deemed to be the employer of such personnel for all purposes under applicable law.

– The Services which Service Provider will provide to Client hereunder shall be in the capacity of an independent contractor and not as an employee or agent of Client. Service Provider shall control the conditions, time, details, and means by which Service Provider performs the Services. Client shall have the right to inspect the work of Service Provider as it progresses solely for the purpose of determining whether the work is completed according to the terms of this Agreement. Service Provider has no authority to commit, act for or on behalf of Client, or to bind Client to any obligation or liability whether through contract or otherwise. Service Provider shall not be eligible for and shall not receive any employee benefits from Client and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by Service Provider hereunder. Client shall not withhold any amounts for the fees earned by Service Provider hereunder either for tax purposes, employment or otherwise, and shall have no liability for any such withholding obligation.

– Client represents that all Client Materials are accurate and complete. Client shall be solely responsible for the content of Client Materials and for updating, maintaining, and ensuring the completeness and accuracy of such Client Materials. Failure to provide complete and accurate Client Materials may adversely impact Service Provider’s ability to perform the Services and the results thereof.  Any representation, warranty or other agreement of Service Provider shall be void as a result of any such inaccuracy or incompleteness.

– Client acknowledges and agrees that: (i) Service Provider is not acting in a fiduciary capacity for Client or its business; (ii) engaging Service Provider for the Services does not relieve Client of its obligations, including its obligations as the employer of its employees, and nothing contained herein shall act as an assignment or delegation to Service Provider of Client’s obligations under local, state, or federal laws or regulations to retain records relating to Client’s employee data contained in Client Materials and to otherwise comply with applicable employment laws; (iii) any information that Service Provider provides in connection with the Services is for informational purposes only and should not be construed as legal, tax, or accounting advice; and (iv) Service Provider, by this Agreement, does not hold itself out as being a CPA, accountant, or any other payroll services advisor. The Services provided under this Agreement are administrative only. Client is responsible for seeking the advice and counsel of pertinent certified professionals on its payroll and employment matters.

6. Confidentiality

-All non-public, confidential or proprietary information of each of the Parties (“Confidential Information”), including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, employee or contractor personal information, supplier lists, supplier information (including identifying information), pricing, discounts, or rebates, past, present or future business affairs and plans, forecasts, sales and other financial results, records and budgets, marketing or other commercial strategies, inventions, ideas, methods, discoveries, trade secrets and know-how, components, source code, object code, images, schematics, drawings, protocols, processes and other visual depictions, in whole or in part, standing alone or as part of any of the foregoing, which are disclosed by such Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, whether patented, patentable, registered or capable of registration, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the authorized uses under this Agreement and may not be disclosed, used or copied in contravention of such authorized uses unless authorized by Disclosing Party in writing.

– Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Agreement; (b) is obtained by Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Receiving Party establishes by documentary evidence, was in Receiving Party’s possession prior to disclosure; or (d) was or is independently developed by Receiving Party without using any Confidential Information. Upon Disclosing Party’s request, Receiving Party shall promptly return all documents and other materials received from Disclosing Party.

– During the term of this Agreement, and at all times thereafter, Receiving Party shall: (a) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as Receiving Party would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; (b) not disclose or use Confidential Information, or permit it to be accessed or used, for any purpose other than for performing the Services and shall not use the same in any manner to the Disclosing Party’s detriment; and (c) be responsible for any breach of this Agreement caused by it or any of its employees, contractors, agents, or representatives.

7. Intellectual Property

– Deliverables. Upon payment of all amounts due, Client will be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables included in the Proposal, including all Intellectual Property rights therein. Service Provider agrees, and will cause its employees and personnel to agree, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such Deliverables are hereby deemed a “work made for hire” for Client. To the extent that any of the Deliverables do not constitute a “work made for hire”, Service Provider hereby assigns, and will cause employees and personnel to assign to Client, without additional consideration, all right, title, and interest in and to the Deliverables.

– Lisence. All content on the CYB Platform, including items accessible through the CYB HR Library (“HR Library”) (if included in the Services set forth on the Proposal) is the property of Service Provider and is protected by copyright and other Intellectual Property laws. During the term, and subject to Clients’s payment of all amounts due, Service Provider hereby grants to Client a limited, revocable, non-exclusive, non-transferable/sublicensable license to allow only: (i) Clients’ users of the CYB Platform whom Client directly authorizes to access and use the CYB Platform; and (ii) Client’s current employees, contractors, or agents whom Client authorizes to access and use the Platform solely for purposes set forth in this Agreement  (“Authorized Users”) to access and use the CYB Platform under the terms described herein.

-Use Restrictions. Client and Authorized Users shall not use the CYB Platform for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing, Client shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the CYB Platform or HR Library, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the CYB Platform or the HR Library to non-Authorized Users; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the CYB Platform, in whole or in part; (iv) remove any proprietary notices from the CYB Platform; (v) use the CYB Platform or the HR Library in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property right or other right of any person, or that violates any applicable law; or (vi) circumvent any processes, procedures, or technologies that Service Provider utilizes to safeguard the CYB Platform or the HR Library.

8. Non-Solicitation. Client understands and acknowledges that Service Provider expends significant time and expense in recruiting and engaging its employees, contractors, consultants and other service providers in connection with providing the Services and that loss of such employees, contractors, consultants and other service providers would cause significant and irreparable harm. Therefore, Client agrees and covenants not to directly or indirectly, solicit, hire, or recruit for its own benefit or the benefit of any other person, or so attempt to solicit, hire, or recruit, any employee, contractor, consultant or other service provider of Service Provider or any employee or other service provider who has been employed or engaged by Service Provider during the term of this Agreement (collectively, “Covered Person”), or induce any Covered Person to terminate their employment or engagement with the Service Provider during the term of this Agreement and for a period of two years after any expiration or termination hereof.

9.Term, Termination, and Survival.

– This Agreement shall commence as of the Effective Date and shall continue for the Initial Term as set forth in the Proposal. Thereafter, this Agreement shall automatically renew for successive terms, each in length equal to the Initial Term (each a “Renewal Term”, together with the Initial Term, the “Term”), unless earlier terminated in accordance with this Agreement.

– Only after the expiration of the Initial Term may Client elect to terminate this Agreement for convenience by providing sixty (60) days written notice to Service Provider (HR@cybhumanresources.com)  prior to the expiration of the applicable Renewal Term. For the sake of clarity, (i) Client may not terminate this Agreement during the Initial Term other than for a material breach by Service Provider and only in accordance with Section 9g., and (ii) all Recurring Fees shall be due and payable for the entirety of the Initial Term notwithstanding any purported termination by Client in contravention of the terms of this Agreement. If Client terminates this Agreement during a Renewal Term without sixty (60) days written notice as required herein, Client shall pay an early termination fee of the amount that would be paid by Client during the sixty (60) day period had such notice been provided in accordance with the terms of this Agreement. Notwithstanding the foregoing, (a) if Client wishes to change the level of Services during the Initial Term, such change may be made upon thirty (30) days written notice to Service Provider and may only be made for a higher level of Services with the attendant Recurring Fees for such higher level (e.g. if Client has engaged the Service Provider to provide HR Assistant Services during the Initial Term, Client may only change the level of Services to HR Generalist or other higher level of Services with the attendant increase in Recurring Fees for such higher level), and (ii) if Client wishes to change the level of Services provided by the Service Provider during any Renewal Term, such change may be made upon thirty (30) days written notice to Service Provider and mutual execution of a new Proposal.  

Service Provider may terminate this Agreement for convenience upon fifteen (15) days written notice to the Client. 

Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within ten (10) days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forth five (45) days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) 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.

– Upon expiration or termination of this Agreement for any reason: (i) The Parties shall return all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Confidential Information and permanently erase all of the Disclosing Party’s Confidential Information from its computer systems after Disclosing Party’s prior written authorization or demand: (ii) Client shall pay any outstanding Invoice for fees for Services provided through the effective date of the termination.

– The rights and obligations of the Parties set forth in this Section and Sections 6, 7, 8, 10, 11, 12, 22, 24, 23, 25 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.

10. Indemnification. To the fullest extent permitted by applicable law, Client shall indemnify, defend, and hold harmless Service Provider and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party(ies)”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including Service Provider’s reasonable attorneys’ fees, incurred as a result of Service Provider’s  pursuit or enforcement of any right to indemnification under this Agreement, including any of the above incurred as a result of pursuing any insurance providers (collectively, “Losses”), relating to or resulting from: (i) Client’s negligence, willful misconduct, or breach of any agreement, representation, warranty or covenant under this Agreement; (ii) any inaccuracy of Client Materials; (iii) any failure by Client to comply with any provision of applicable federal or state laws, regulations or rules; (iv) any claim arising from Client’s employee or service providers regarding their employment or provision of service to Client; (v) Client’s provision of PII not in accordance with the terms of this Agreement; and (vi) any action taken by Service Provider in reliance upon or pursuant to any instructions or specific request of the Client. Client shall not be responsible for Losses caused by the conduct of Service Provider that constitutes willful misconduct, gross negligence or fraud. Client shall not enter into any settlement regarding any claim for which it is obligated to provide indemnification without the Indemnified Party’s prior written consent.

11. DISCLAIMER OF WARRANTIES; NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES EXCEPT AS EXPRESSLY STATED HEREIN AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY SPECIFICALLY DISCLAIMED. IN NO EVENT WILL SERVICE PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Remedies. To the extent a Party is required to seek enforcement of this Agreement or otherwise defend against an unsuccessful claim of breach, the unsuccessful Party shall be liable for all attorney’s fees and costs incurred by the successful party to enforce the provisions of this Agreement. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise. Notwithstanding any provision of this Agreement to the contrary, Client agrees and acknowledges that any breach of a representation, covenant or agreement made hereunder by Client, including but not limited to those covenants of Client set forth in Section 6 and Section 7, shall cause irreparable harm to Service Provider for which monetary damages alone may not be sufficient. Therefore, in addition to all other remedies available to Service Provider herein and under law, Service Provider may pursue and obtain specific performance of this Agreement, including injunctive relief, without the need to post any bond or other surety.

13. Insurance. During the term of this Agreement, Service Provider shall, at its own expense, maintain and carry insurance in full force and effect with financially sound and reputable insurers. Upon Client’s request, Service Provider shall provide Client with a certificate of insurance from Service Provider’s insurer evidencing the insurance coverage maintained by Service Provider. 

14. Entire Agreement. This Agreement, including and together with any related Proposals, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

15. Conflicting Terms. In the event of a conflict between the terms and provisions of this Agreement and the terms and provisions of the Proposal, the terms of this Agreement shall govern.

16. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other Party at its address set forth on the signature page attached hereto (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (in each case, return receipt requested, postage prepaid), or by email. Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.

17. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

18. Amendments. No amendment to, or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

19. Waiver No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

20. Assignment. Neither Party shall assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, Service Provider may utilize third parties and subcontractors as it deems appropriate to perform the Services hereunder without the prior written consent of Client. Any purported assignment or delegation in violation of this Section shall be null and void

21. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.

22. No Third-Party Beneficiaries. This Agreement benefits solely the Parties and their respective successors, permitted assigns and parties who are expressly made beneficiaries hereto (i.e.: each Indemnified Party) and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

23. Choice of 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 Colorado, 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 Colorado.

24. 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, in any forum other than the federal courts in the District of Colorado or the courts of the State of Colorado sitting in city and county of Denver, 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 such courts. 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.

25. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, 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.

26. 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 executed and delivered by electronic means is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.