MASTER SERVICES AGREEMENT
This Master Services Agreement (“MSA”), dated as of 5/15/21 (“Effective Date”), is by and between Supply LLC (“Supply”) and the other entity doing business with Supply (“Client”). Supply and Client may be referred to herein together as the “Parties”, and each may be referred to herein as a “Party”. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Supply and Client hereby agree as follows:
“Affiliate” means, with respect to a Party, an entity that directly or indirectly controls, is controlled by, or is under common control with such Party.
“Agreement” means, collectively, this MSA and all SOWs hereto.
“Applicable Laws” means, collectively, all now existing or hereinafter enacted or amended laws, rules, regulations (including, for purposes hereof, self-regulatory obligations), and/or sanctions programs applicable to a Party’s performance hereunder (including, without limitation, and if and to the extent applicable, CCPA).
“CCPA” means the California Consumer Privacy Act of 2018 (Title 1.81.5 of the Civil Code of the State of California), together with all effective regulations adopted thereunder.
“Client Data” means, collectively, (i) all data provided or made available to Supply by or on behalf of Client under this Agreement and (ii) all data collected by Supply in its performance of Services for Client hereunder.
“Confidential Information” means any information that is disclosed, provided, or made accessible by, or on behalf of, one Party to the other Party in connection with this Agreement, and that is identified as “confidential” or “proprietary” or that, given the nature of the information or material, or the circumstances surrounding the disclosure or provision, reasonably should be understood to be confidential or proprietary (e.g., product or business plans), but does not include information that the receiving Party already knew, becomes public through no fault of the receiving Party, or was independently developed by the receiving Party without reference to the disclosing Party’s confidential information.
“Controlled Affiliate” means, with respect to a Party, an entity that directly or indirectly is controlled by such Party.
“Subcontractor” means, with respect to a Party, a contractor, subcontractor, consultant, third-party service provider, or agent engaged by such Party in connection with its use or provision of a Service(s).
“Tailored Advertising” means the use of previously collected data about an individual, browser, or device to tailor advertising across unaffiliated web domains, applications, or other digital properties, or on devices, based on attributes, preferences, interests, or intent linked to or inferred about that user, browser, or device.
2. Services; Statements of Work. Supply will provide various services (each, a “Service”, and collectively, the “Services”) to Client according to Statements of Work upon which the Parties may agree in writing from time to time (each, an “SOW”, and collectively, the “SOWs”). Each SOW, which will be deemed to incorporate this MSA, may contain additional terms and conditions that are specific to the Service(s) that is provided pursuant to such SOW. Services are provided subject to the terms and conditions of this MSA and the applicable SOW(s). Client’s Controlled Affiliates may receive Services under this Agreement from Supply; provided that Client will be liable for the acts and omissions of each of its Controlled Affiliate in connection with provided under this Agreement to the extent any of such acts or omissions, if performed by Client, would constitute a breach of, or otherwise give rise to liability under, this Agreement.
3. Representations, Warranties, and Covenants.
3.1 Supply. Supply hereby represents, warrants, and covenants that:
(a) It has, and throughout the term of this MSA will have, all necessary rights and authority (i) to enter into this MSA and each SOW and (ii) to perform its obligations hereunder and thereunder; and
(b) It will perform under this Agreement (i) in a professional and workmanlike manner and (ii) in compliance with all Applicable Laws.
3.2 Client. Client hereby represents, warrants, and covenants that:
(a) It has, and throughout the term of this MSA, will have all necessary rights and authority (i) to enter into this MSA and each SOW and (ii) to perform its obligations hereunder and thereunder; and
(b) It will perform under this Agreement in compliance with all Applicable Laws.
3.3 Client Materials. Client hereby further represents, warrants, and covenants that: (a) none of the ad units (including, without limitation, any of the creative and/or other elements thereof), technology, data or other materials provided or otherwise made available to Supply by or on behalf of Client in connection with the Services under this Agreement (collectively, “Client Materials”) does or will infringe, misappropriate or violate any right, including any intellectual property right(s), of any person or entity; (b) none of the ad units constituting Client Material(s) will, when viewed or clicked on by a user(s), cause the download or delivery of any software application, executable code, virus, or malicious or social engineering (phishing) code or features; and (c) none of the Client Materials (either individually or in combination with other Client Materials), none of the sites to which a user is directed following a click on any ad unit(s) constituting Client Material(s), and none of the products or services offered or made available on any of such sites will be obscene, deceptive, misleading, fraudulent or otherwise illegal.
3.4 Data Protection. Without limiting any of Supply’s obligations under Section 3.1(b) hereof or any of Client’s obligations under Section 3.2(b) hereof:
(b) CCPA. Without limiting any of Client’s obligations under Section 3.4(a) hereof, if (x) Client is a “business” under CCPA and (y) any of the Client Data constitutes “personal information” (as defined by CCPA) relating to a California “consumer” (as defined by CCPA) or household (such Client Data, “Client CCPA Personal Information”), then:
(i) With respect to Client CCPA Personal Information: (x) Client is the “business” and Supply is a “service provider” (each, as defined by CCPA); (y) Client is and will be disclosing such Client CCPA Personal Information to Supply for a “business purpose” (as defined by CCPA), and Supply will process such Client CCPA Personal Information only on behalf of Client and only as necessary to perform such business purpose, in each case pursuant to this Agreement; and (z) Client will provide notice of such information being used and shared as contemplated hereunder in compliance with CCPA, and will obtain all rights and consents necessary for such usage and sharing; and
(ii) Supply will not: (x) “sell” (as defined by CCPA) Client CCPA Personal Information; or (y) retain, use, or disclose Client CCPA Personal Information (1) for any purpose (including a “commercial purpose” (as defined by CCPA)) other than (I) the specific purpose of performing the Services under this Agreement for Client or (II) as otherwise permitted by a “service provider” (as defined by CCPA) under CCPA (including, without limitation, as permitted under Section 999.314(c) of the regulations adopted under CCPA) or (2) outside of the direct business relationship between Supply and Client; Supply certifies that it understands the restrictions set forth in this Section 3.4(b)(ii) and will comply with them; and
(c) Change in Applicable Laws. If, due to any change in Applicable Laws, a Party reasonably believes that (i) Supply ceases to be able to provide a Service(s) in whole or in part (e.g., with respect to a particular jurisdiction) and/or Client ceases to be able to use a Service(s) in whole or in part under the then-current terms and conditions of this MSA and the applicable SOW(s) (collectively, the “Then-Current Terms”) or (ii) Supply’s processing, using, or disclosing Client Data as contemplated under this Agreement would result in Supply ceasing to be characterized as (x) a “service provider” under CCPA (including, without limitation, as permitted under Section 999.314(c) of the regulations adopted under CCPA), or (y) a “service provider”, “processor”, or corresponding term denoting substantially similar responsibilities under any other Applicable Law(s), then: (I) the Parties will negotiate in good faith the terms and conditions of an amendment and/or supplement to the Then-Current Terms that is designed, as applicable, (A) to enable Supply to be able to provide the applicable Service(s) and Client to be able to use the applicable Service(s), in each case in compliance with all Applicable Laws following such change in Applicable Laws, or (B) enable Supply to be able to process, use, and disclose Client Data as contemplated under this Agreement and be characterized as (X) a “service provider” under CCPA (including, without limitation, as permitted under Section 999.314(c) of the regulations adopted under CCPA), and (Y) a “service provider”, “processor”, or corresponding term denoting substantially similar responsibilities under any other Applicable Law(s); and (II) if, following such good-faith negotiation, the Parties are unable to agree on the terms and conditions of such an amendment and/or supplement, each Party may terminate the applicable SOW(s) (in whole or, if reasonably practicable, in part).
4. Payments; Payment Obligations.
4.1 Fees and Rates. Other than fees and rates expressly set forth in this MSA, fees and rates with respect to the Service(s) are set forth in the applicable SOW.
4.2 Payment Dates and Terms. Unless otherwise expressly set forth in this MSA or the applicable SOW, Client will pay Supply all amounts set forth in an invoice (including, without limitation, all fees and charges due to Supply under the applicable SOW(s) and all reimbursable expenses described in Section 4.3(c) hereof) within thirty (30) days of receipt of the applicable invoice, in U.S. dollars or such other currency expressly agreed to in writing by the Parties, and by wire transfer, ACH/automatic funds transfer, check or other means expressly agreed to in writing by the Parties; provided, however, that: (a) if an invoice (or any portion thereof) relates to a campaign with a start date commencing less than thirty (30) days following receipt of such invoice (each, a “Time-Sensitive Campaign”) Client will pay Supply all amounts set forth in such invoice with respect to a Time-Sensitive Campaign prior to the start date of such Time-Sensitive Campaign; and (b) in no event shall Supply be obligated to execute, or keep active, any campaign for which Client is not current on payments.
4.3 Additional Payment Rules.
(a) Late payments that are not disputed in good faith bear interest at the rate of one-and-one-half percent (1.5%) per month, or, if lower, the maximum rate allowed by Applicable Law(s). Client will pay reasonable expenses and outside attorneys’ fees Supply incurs in collecting late payments that are not disputed in good faith.
(b) Charges are exclusive of taxes. The amounts invoiced hereunder do not and will not include any taxes levied by or due to any duly authorized taxing authority. Client will pay all applicable taxes and other government charges, if any, however designated, derived from or imposed on the transactions contemplated hereby, including, without limitation, sales, value-added, use, transfer, withholding, privilege, excise and other taxes and duties (other than taxes on Supply’s net income).
(c) Client will pay or reimburse Supply for all travel, lodging, and reasonable meal expenses incurred by Supply in connection with this Agreement; provided that any such travel and/or lodging expenses must be approved in advance in writing (including email) by Client (which approval will not be unreasonably withheld or delayed).
(d) Supply will be solely liable for payment of all media invoices (including, for purposes of clarification and without limitation, all costs and fees thereon) if and to the extent Supply has been paid with respect to such invoices by Client; prior to payment by Client to Supply, Client will be solely liable for all such payments.
(e) Any and all agency discounts, platform and/or volume discounts, and/or early payment discounts that are afforded to Supply in connection with the Services will be deemed and remain the sole property of Supply.
5. Confidentiality. The receiving Party may use Confidential Information only to exercise its rights and fulfill its obligations under this Agreement and must use reasonable care to protect Confidential Information. The receiving Party will not disclose Confidential Information, except to employees and Subcontractors who need to know it and who are obligated to keep it confidential. No Party may disclose this Agreement (or any terms and conditions hereof) to a third party without the prior written consent of the other Party, except (a) to its professional advisors and to actual or potential acquirors, investors, and financing sources, in each case under a strict duty of confidentiality, (b) for purposes of enforcing its rights under this Agreement, and (c) if and as required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to the disclosing Party and using commercially reasonable efforts to provide the disclosing Party with the opportunity to seek a protective order or the equivalent (at the disclosing Party’s expense)).
6. Client Data. Subject to such other rights and restrictions as may be set forth in the applicable SOW, Client will own the Client Data; provided that Supply may process, use, and disclose Client Data, in each case solely:
(a) To provide Services under this Agreement;
(b) As aggregate Service statistics that do not identify Client or any of its products or services;
(c) To enforce its rights under this Agreement;
(d) If and as required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to Client and using commercially reasonable efforts to provide Client with the opportunity to seek a protective order or the equivalent (at Client’s expense));
(e) As may be directed by Client; and
(f) With respect to data collected by Supply in its performance of Services for Client hereunder, as otherwise permitted by Applicable Laws with respect to a “service provider” (as defined by CCPA) (or the corresponding term, if any, under any other Applicable Law(s)), which may include, without limitation, to maintain, enhance, and develop the Services.
7. Proprietary Rights.
7.1 As between the Parties:
(a) Supply owns and will retain all right, title and interest in and to its property, including, without limitation, each of the Services and each of Supply’s dashboards and modules, and all components and elements of each of the foregoing (in each case, including, without limitation, all software, technologies, concepts, methodologies, techniques, models, templates, algorithms, trade secrets, processes, information, materials, source codes, and know-how contained therein or related thereto, all modifications, updates, enhancements, and derivative works thereof, all documentation and manuals related thereto, and all other aspects thereof), the name “Supply” and any and all derivatives thereof, and any other trademarks and logos that are owned or controlled by Supply and made available to Client through Services or otherwise hereunder, and all intellectual property and proprietary rights in and to all of the foregoing.
(b) Client owns and will retain all right, title and interest in and to its property, including without limitation, the Client Materials (including, without limitation, all software, technologies, concepts, methodologies, techniques, models, templates, algorithms, trade secrets, processes, information, materials, source codes, and know-how contained therein or related thereto, all modifications, updates, enhancements, and derivative works thereof, all documentation and manuals related thereto, and all other aspects thereof), and all intellectual property and proprietary rights in and to all of the foregoing.
7.2 Each Party reserves any and all rights not expressly granted in this Agreement and disclaims all implied licenses, including, without limitation, implied licenses to trademarks, copyrights, trade secrets and patents.
8. Publicity; Case Study. Each Party hereby grants the other Party the limited right to use the granting Party’s name and logo on customer/vendor lists and informational materials (including on the other Party’s digital properties), and Client agrees, if requested by Supply, to be featured in a Supply customer success case study.
9. Term; Termination; Suspension.
9.1 Unless earlier terminated, this MSA will remain in effect until all SOWs have terminated.
9.2 Client may terminate an SOW for any reason or no reason by providing, at any time on or after the one (1) year anniversary of the effective date of such SOW, at least one hundred twenty (120) days’ prior written notice to Supply (such a termination, a “Termination for Convenience”).
9.3 Each Party may terminate an SOW immediately on notice to the other Party that it is in material breach of this Agreement with respect to a Service(s) provided under such SOW; provided that, if the breach is capable of cure, the breaching Party will have thirty (30) days from the notice date to cure the breach to the non-breaching Party’s reasonable satisfaction. Without limiting any of Supply’s rights under this Agreement (including, without limitation, under the first sentence of this Section 9.3), Supply may immediately suspend the provision and use of any or all Services under the SOWs, in whole or in part, on notice to Client if, in Supply’s reasonable discretion, Client breaches any of the provisions of either Section 3.3 hereof or Section 3.4(a) hereof.
9.4 If Client fails to pay fees invoiced by Supply (other than fees disputed in good faith) by the applicable payment due date and has not cured such delinquency within five (5) business days following receipt of notice of such delinquency, then, in addition to any of its other rights or remedies, Supply may suspend each applicable Service, in whole or in part, without liability to Client, until such fees are paid in full.
9.5 Upon termination for any reason, Client shall remain liable for media contracts approved by Client in writing (including, without limitation, email) and executed on Client’s behalf prior to the effective date of termination.
9.6 In the event of a Termination for Convenience of a particular SOW, then, in addition to the aggregate of the agency fees paid and/or payable with respect to the term of such SOW and all other fees, costs, and payments paid and/or payable thereunder, Client will pay to Supply (in accordance with the provisions of Sections 4.2, 4.3(a), and 4.3(b) hereof) a “Termination Fee” equal to the product of (i) the “Agency Fee Rate” set forth in such SOW (expressed as a decimal or fraction) multiplied by (ii) the “Annual Media Investment Base Projection under such SOW for the particular year in which the effective date of such termination occurs, multiplied by (iii) a fraction, (a) the numerator of which is the number of days of prior notice provided in Client’s Termination for Convenience election and (b) the denominator of which is three hundred sixty-five (365).
9.7 Notwithstanding termination of this Agreement, any provisions hereof that by their nature are intended to survive (including, without limitation, Sections 1, 4, 5, 6 (other than clause (a) of the proviso therein)), 7, 8, 9.5, 9.6, 10, 11, and 12 hereof and this Section 9.7) will survive termination.
10. Disclaimers; Limitation of Liability.
10.1 EXCEPT FOR SUPPLY’S WARRANTIES EXPRESSLY SET FORTH IN SECTION 3.1 HEREOF, THE SERVICES ARE PROVIDED UNDER THIS AGREEMENT WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. EACH PARTY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES FOR NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE (IT BEING UNDERSTOOD AND AGREED THAT NONE OF THE FOREGOING SHALL BE DEEMED TO LIMIT CLIENT’S OBLIGATIONS HEREUNDER WITH RESPECT TO THE CLIENT MATERIALS).
10.2 TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM:
(a) EXCEPT (i) FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES UNDER THIS AGREEMENT AND (ii) WITH RESPECT TO BREACH(ES) OF SECTION 6 HEREOF, NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE; AND
(b) EXCEPT WITH RESPECT TO (i) ITS FRAUD OR INTENTIONAL MISCONDUCT AND/OR (ii) WITH RESPECT TO CLIENT, (A) ITS BREACH(ES) OF SECTION 3.3 HEREOF AND/OR SECTION 3.4(a) HEREOF (AND INDEMNIFICATION OBLIGATIONS WITH RESPECT TO EACH OF THE FOREGOING), (B) THE CLIENT OFFERING INDEMNIFICATION OBLIGATION (AS DEFINED IN SECTION 11.1 HEREOF), AND (C) ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF THE FEES RETAINED OR RETAINABLE BY SUPPLY HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE WHEN THE LIABILITY AROSE.
11.1 Each Party (in such capacity, the “Indemnifying Party”) will defend, indemnify and hold harmless the other Party and its Affiliates and its and their respective officers, directors, employees and agents (each, an “Indemnified Party”) from all third-party claims or liabilities (including, without limitation, reimbursement for reasonable outside attorneys’ fees and disbursements) arising out of or related to the Indemnifying Party’s breach or alleged breach of this Agreement; and, without limiting the foregoing, Client will further defend, indemnify and hold harmless the Supply Indemnified Parties from all third-party claims or liabilities (including, without limitation, reimbursement for reasonable outside attorneys’ fees and disbursements) arising out of or related to the Client Materials or any of Client’s products or services (Client’s obligations under this clause, collectively, the “Client Offering Indemnification Obligation”). The previous sentence states the sole liability of the Indemnifying Party, and the sole remedy of the Indemnified Party, with respect to any third-party claim arising out of the Indemnifying Party’s breach of this Agreement or, with respect to Client as the Indemnifying Party, the Client Materials and Client’s products and services.
11.2 The Indemnified Party must (a) promptly notify the Indemnifying Party in writing of the third-party claims (provided that failure of the Indemnified Party to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of its indemnification obligations, except to the extent it has been damaged by the failure), (b) reasonably cooperate with the Indemnifying Party in the defense of the matter, and (c) give the Indemnifying Party primary control of the defense of the matter and negotiations for its settlement. The Indemnified Party may at its expense join in the defense with counsel of its choice. The Indemnifying Party may enter into a settlement only if it (i) involves only the payment of money damages by the Indemnifying Party and (ii) includes a complete release of the Indemnified Party; any other settlement will be subject to written consent of the Indemnified Party (not to be unreasonably withheld or delayed).
12.1 All notices under this Agreement must be made in writing (including, without limitation, email) and sent to the attention of the other Party’s “Contact for Notices” and, if any, “Additional Contact” set forth on the first page of this Agreement. Each Party may change its Contact for Notices, Billing Contact, and/or Additional Contact by providing not less than five (5) business days’ prior notice to the other Party. Notice will be deemed given when delivered.
12.2 This Agreement is governed by Colorado law, excluding its conflicts of law rules. THE JURISDICTION AND VENUE FOR ALL DISPUTES HEREUNDER WILL BE THE STATE COURTS LOCATED IN THE CITY OF BOULDER, COLORADO AND THE FEDERAL COURTS LOCATED IN THE CITY OF DENVER, COLORADO, AND THE PARTIES HEREBY CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. Nothing in this Agreement (including, without limitation, in the preceding sentence) will limit a Party’s ability to seek equitable relief in any court of competent jurisdiction.
12.3 Neither Party may assign or transfer any part of this Agreement without the written consent of the other Party; provided, however, that this Agreement (i.e., this MSA together with all SOWs) may be assigned, without the other Party’s written consent, (i) by either Party to a person or entity that acquires, by sale, merger or otherwise, all or substantially all of such assigning Party’s assets, stock, or business and (ii) by Supply to any of its Affiliates. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns. Any attempted assignment in violation of this Section 12.3 will be void and of no effect.
12.4 This Agreement is the Parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose. No presumption or burden of proof will arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Agreement, which was jointly negotiated. The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. In the event of a conflict between the terms and conditions of this MSA and the terms and conditions of an SOW, the terms and conditions of the SOW will govern.
12.5 In its provision of Services for Client under this Agreement, Supply may transact with its Affiliate “The Buy Side”, including, without limitation, to access The Buy Side’s platform, execution, and optimization services for use across ad exchanges, platforms, and publishers. In connection with such provision of Services, Supply will evaluate the products, services, and fees of The Buy Side reasonably against non-Affiliate providers of similar products and services. In addition to the applicable fees set forth in the applicable SOW, Client will be charged a rate equal to eight percent (8%) for media that The Buy Side sets up, purchases, and/or manages within the user interface of, or via an application programming interface with, a digital platform (e.g., Facebook, Instagram, Pinterest, Google Search, Google Display Network, YouTube, Amazon, etc.) (which charge, for purposes of clarification, does not apply for media purchased pursuant to purchase orders).
12.6 Each Party may use Subcontractors in connection with its performance under this Agreement; provided that such Party is liable for the acts and omissions of its Subcontractors. The Parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
12.7 Each third party from which Supply purchases media on behalf of Client under this Agreement is an intended third-party beneficiary of (a) Client’s representations, warranties, and covenants under Section 3.3 hereof and (b) Client’s obligations under Section 4.3(d) hereof. Client will not assert a defense based on lack of privity against any third party seeking to enforce this Section 12.7. Subject to the foregoing provisions of this Section 12.7, there are no third-party beneficiaries to this Agreement.
12.8 Notwithstanding anything to the contrary in this Agreement, Supply does not guarantee any of the Services will be operable at all times or during any down time caused by outages to any public Internet backbones, networks or servers, any failures of equipment, systems or local access services, or for previously scheduled maintenance.
12.9 During the term of this MSA and for a period of twelve (12) months following termination, each Party hereby agrees that neither it nor any of its Controlled Affiliates will, directly or indirectly, (a) solicit, recruit, or refer for employment or services any employee of the other Party or any of its Controlled Affiliates, (b) encourage any employee of the other Party or any of its Controlled Affiliates to terminate employment with, or cease providing services to, such other Party or any of its Controlled Affiliates, or (c) otherwise intentionally interfere with or disrupt the other the relationship of the other Party or its Controlled Affiliates with its or their respective employees; provided that nothing in this Section 12.9 shall be deemed to prohibit either Party or any of its respective Controlled Affiliates from hiring in response to a general solicitation for employment or if approached by the prospective employee without solicitation or encouragement by the party hiring.
12.10 The Parties may execute this Agreement in counterparts (including, without limitation, electronic signature, PDF, and other electronic copies), which, taken together, will constitute one instrument.