Master Services Agreement

Master Services Agreement

This Master Services Agreement (the “Agreement”), dated as of {Effective Date:20} (the “Effective Date”), is between TALK Design, LLC, a California limited liability company d/b/a Visual Issues, with an address of 320 Museum Drive, Los Angeles, CA 90065 and an email address of [email protected] (“Visual Issues”) and {Company:1} with an address of {Mailing Address (Street Address):4.1} {Mailing Address (Address Line 2):4.2} {Mailing Address (City):4.3}, {Mailing Address (State / Province):4.4} {Mailing Address (ZIP / Postal Code):4.5} and an email address of {Email:7} (“you” or “your” and together with Visual Issues, “we”, “us”, or “our”). We agree as follows:

1. Services.

   Visual Issues will provide you with the services (the “Services”) described in one or more proposals (each, a “Proposal”) that Visual Issues will issue and that you will accept from time to time. Each of those Proposals will be governed by the terms of this Agreement, but if there is a conflict between any terms of this Agreement and the terms of the Proposal, the applicable terms of the Proposal will control. Proposals will be considered accepted only if signed by both of us.

2. Fees and Expenses

   1. Fees and Expenses. In consideration for Visual Issues providing you the Services and the rights Visual Issues is granting to you, you agree to pay the fees listed in the applicable Proposal. You will also reimburse Visual Issues for all reasonable expenses that Visual Issues incurs in connection with providing the Services to you, including fees for any third-party materials including, by way of example only, fees for third-party licenses and stock photography. Visual Issues will provide you with an invoice for those fees and expenses, accompanied by receipts or other reasonable supporting documentation if you request. Unless a particular Proposal says otherwise, fees and reimbursement for expenses are due upon receipt of Visual Issues’ invoice, and you agree that you will pay those invoices no later than fifteen (15) days after you receive each invoice.
   2. Retainers.
      1. In that event that any Proposal includes a retainer fee, you will pay Visual Issues the monthly retainer payment (the “Retainer”) in the amount set forth in the applicable Proposal. Visual Issues shall invoice you fifteen (15) days in advance of the first day of each calendar month during the Term in which Visual Issues will provide services under the Retainer, and you agree you shall pay such invoice by the first (1st) day of the subsequent calendar month.
      2. Visual Issues shall bill for Services rendered under the applicable Proposal in each month first to the Retainer for that month. Upon depletion of the Retainer, any additional Services rendered in that month shall be billed directly to you at the applicable hourly rate charged by Visual Issues for Visual Issues’ individual principal, staff member, employee, contractor, or other agent that provides the Services in each instance, as set forth in the applicable Proposal. Hourly rates will be billed in fifteen (15) minute intervals (increments of one quarter of an hour). Visual Issues’ Rates may be reasonably adjusted from time to time, but not more frequently than annually. Visual Issues will notify you of any such adjustments reasonably in advance of their effectiveness. You shall pay for any such additional Services rendered upon your receipt Visual Issues’ invoice but in no event more than fifteen (15) days after such receipt.
      3. FOR THE AVOIDANCE OF DOUBT, RETAINER PAYMENTS RENDERED ARE CONSIDERED FULLY EARNED AND NON-REFUNDABLE. Unused Retainer payments are not carried over; you acknowledge and agree that it is incumbent upon you to utilize your entire Retainer each month.
   3. Taxes. You will be responsible for all sales, use, and excise taxes, and any other similar taxes of any kind imposed by any governmental entity on any amounts payable by you according to this Agreement.
   4. Late Payment. All late payments will bear interest at the lesser of the rate of two percent (2%) per month or the highest rate permissible under California law, calculated daily and compounded monthly. You also agree to reimburse Visual Issues for all costs incurred in collecting any late payments, including attorneys’ fees. Visual Issues reserves the right to stop providing Services and to withhold deliverables if you have not made a payment by the due date, and you agree that this will not constitute a breach of this Agreement.

3. Your Responsibilities.

   You shall perform your obligations under this Agreement in a reasonable and timely manner. Visual Issues is not responsible for any delays in its performance resulting from your failure to meet the following obligations. You agree that you shall:

   1. Designate one of your employees or agents to serve as your primary contact and to act as your authorized representative with respect to this Agreement.
   2. Require that your designated authorized representative respond promptly to Visual Issues’ requests for any instructions, information, materials, content, data, or approvals (“Your Content”) that Visual Issues needs in order to provide the Services, in the form or format Visual Issues asks for;
   3. Cooperate with Visual Issues in its performance of the Services and, if necessary, provide Visual Issues access to your premises, employees, contractors, and equipment;
   4. Take all steps necessary, including obtaining licenses or consents, required to prevent delays in Visual Issues’ performance of the Services, and not take any action that will inhibit or impair its ability to render Services to you;
   5. Provide your own server or other hosting solution, domain registration, SSL security certificate, and any other hardware, software, or services required for Visual Issues to provide the Services and for you to operate or make use of the deliverables provided to you hereunder; and
   6. Proof and proofread all materials provided to you for approval. In the event that you have approved any materials containing errors, including, but not limited to, size adjustments, color selections, typographic errors or misspellings, and such errors subsequently appear in the Final Deliverables, you shall be solely responsible for all costs incurred in connection with correcting those errors.

4. Changes; Delays; Approvals.

   1. If you wish to change the scope of Services set forth in any Proposal, you will submit a written change request (“Change Request”) to Visual Issues. Within a reasonable time after Visual Issues receive your Change Request, it will provide you with any resulting changes to fees or scheduling. If both parties agree to all of those changes, Visual Issues will modify the Proposal; provided, however, that any changes will not be effective unless signed by both of us.
   2. If you are late providing Visual Issues with anything necessary for it to provide the Services, Visual Issues shall be entitled to make reasonable changes to the delivery schedule. You agree that Visual Issues shall not be liable for any delay in its performance related to your delay in providing such required approvals or materials, and any such delay will not constitute Visual Issues’ breach of this Agreement.
   3. If additional Services, Fees, or Expenses are required as a result of your delay, inaccurate information, or mistake, Visual Issues may make reasonable modifications to the costs or scheduling in the related Proposal.
   4. When Visual Issues submits any deliverable, you will approve or reject that deliverable in writing; provided, however, that you may only reject a deliverable if it does not conform to the specifications set forth in the Proposal. If you don’t provide that approval or rejection within five (5) business days of receiving the deliverable, Visual Issues may deem it accepted. If you reject the deliverable, you will provide feedback detailing the non-conformity and Visual Issues shall have a reasonable amount of time to make any necessary changes to the deliverable so that it conforms to the relevant specification.

5. Intellectual Property.

   1. You understand and agree that until you pay Visual Issues all amounts due under this Agreement in full, it shall own all right, title, and interest of any kind in and to the results and proceeds of its Services hereunder. Upon your final payment of all amounts due to Visual Issues hereunder, and provided that you are not in breach of this Agreement, Visual Issues hereby assigns to the you, in each case without additional consideration, all right, title and interest, including all patents, copyrights, trademarks, trade secrets and other intellectual property rights (collectively the “Intellectual Property Rights”), throughout the world in and to finished, final deliverables comprising the finished works approved for implementation by you and actually delivered to you by Visual Issues in connection with the performance of the Services under this Agreement (the “Final Deliverables”).
   2. Visual Issues and its licensors are, and will remain, the sole and exclusive owners of each of their respective right, title and interest in and to all (i) in-progress work product, native source files, sketches, proposed but unused or unapproved materials or designs not selected for final implementation by you, and other preparatory or development materials that are prepared by or on behalf of Visual Issues in the course of performing the Services (collectively, the “Working Materials”); and (ii) all documents, data, methodologies, software and other materials, including templates, computer programs, reports and specifications, provided by or used by Visual Issues in connection with performing the Services, or developed or acquired by Visual Issues independent of this Agreement (collectively, the “Pre-Existing Materials”), including all Intellectual Property Rights therein. Visual Issues grants you a non-exclusive, limited, perpetual, fully paid-up, royalty-free, non-transferable, non-sublicenseable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell and otherwise exploit any Pre-Existing Materials solely to the extent they are incorporated into, combined with, or otherwise necessary to make reasonable use of the Final Deliverables in accordance with the specifications set forth on the Proposal and subject to the terms of any applicable third-party software license. All other rights in and to the Pre-Existing Materials are expressly reserved by Visual Issues or the applicable third-party.
   3. You shall not, and shall not permit any other party to, access or use any materials or information, in any form or medium, including any software (including open-source software), documents, data, content, specifications, products, equipment, or components of or relating to the Pre-Existing Materials that are not proprietary to Visual Issues except as expressly permitted by the applicable third-party license agreement. Should any third-party vendors modify its licensing agreements or choose to charge for future upgrades, you shall be responsible for maintaining or paying for such licenses on the updated terms.
   4. You hereby grant Visual Issues a non-exclusive, perpetual, worldwide, fully paid up, and royalty free license to display, reproduce, and distribute all or portions of the Final Deliverables in any and all media in connection with Visual Issues’ portfolio and website, and in third-party trade publications or exhibits, galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement and Visual Issues shall have the right to be credited with authorship therein.
   5. All Client Content shall remain your sole and exclusive property, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. You hereby grant Visual Issues:
      1. a limited, non-exclusive, non-transferable, non-sub-licensable, and non-assignable royalty free license to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, distribute, perform, display, and otherwise use Client Content as necessary to render the Services to you under this Agreement during the Term; and
      2. a non-exclusive, perpetual, worldwide, fully paid up, and royalty free license to display, reproduce, and distribute (A) your name, and (B) all or portions of any Client Content solely to the extent that it is incorporated into the Deliverables in furtherance of Visual Issues’ rights under Section 5.d.

6. Confidentiality

   1. During the Term of this Agreement, either of us (as the “Discloser”) may disclose to the other party (as the “Recipient”), confidential information that if disclosed is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient’s breach of this Section; (b) is or becomes available to the Recipient on a non-confidential basis from a third-party, provided that the third party is not and was not prohibited from disclosing that Confidential Information; (c) was in Recipient’s possession prior to Discloser’s disclosure in connection with this Agreement; or (d) was or is independently developed by Recipient without using any Confidential Information.
   2. The Recipient will: (x) protect the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would use to protect its own Confidential Information, and with, at a minimum, a commercially reasonable degree of care; (y) not use the Discloser’s Confidential Information, or permit it to be used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any other party, except to the Recipient’s representatives who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
   3. If the Recipient is required by applicable law or legal process to disclose any Confidential Information, it will, before making that disclosure, use commercially reasonable efforts to notify Discloser so that Discloser has the opportunity to seek, at Discloser’s sole cost and expense, a protective order or other remedy.

7. Term, Termination and Survival

   1. Term. This Agreement commences as of the Effective Date and will continue until Visual Issues has completed the Services under the applicable Proposals (the “Term”), unless terminated earlier according to the terms of this Agreement.
   2. Termination for Convenience.
      1. Either of us may terminate this Agreement at any time upon thirty (30) days’ written notice to the other party. With regard to fees for any Services or deliverables not being provided to you on a Retainer basis (“Non-Retainer Fees”):
         1. If you terminate this agreement pursuant to this clause, you shall pay Visual Issues a fee equal to the greater of (a) fifty percent (50%) of the total Non-Retainer Fees and Expenses set forth the applicable Proposal, or (b) any Non-Retainer Fees and Expenses then due and payable for any Services and deliverables completed up to and including the date of such termination on a pro-rata basis.
         2. If Visual Issues terminates this agreement pursuant to this clause, (a) you shall pay Visual Issues any Non-Retainer Fees and Expenses then due and payable for any Services and deliverables completed hereunder up to and including the date of such termination on a pro-rata basis, and (b) Visual Issues shall refund the amount of any additional advance payment for Non-Retainer Fees, if any, made by you for which services have not been delivered by Visual Issues. For the avoidance of doubt, Retainer payments rendered are considered fully earned and non-refundable and in no event shall Visual Issues be obligated to refund any portion of any Retainer payment rendered.
   3. Termination for Breach. Either of us may terminate this Agreement, effective upon written notice to the other party if the other party:
      1. materially breaches this Agreement and such breach is incapable of being cured or, with respect to a material breach capable of cure, the breaching party does not cure such breach within ten (10) days of receiving written notice of the breach;
      2. becomes subject, voluntarily or involuntarily, to any proceeding under any bankruptcy or insolvency law which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days; or
      3. is dissolved or liquidated or takes any action for such purpose.
   4. Termination for Non-Payment. Notwithstanding Section 7.c.i, Visual Issues may terminate this Agreement before the end of the Term by providing you with written notice if you fail to pay any amount when due and: (a) you fail to pay for seven (7) days after you’ve received written notice of nonpayment; or (b) you fail to pay by the due date more than two (2) times in any twelve (12) month period.
   5. Survival. The rights and obligations provided in this Section, and any right or obligation in this Agreement which, by its nature, should survive this Agreement’s termination or expiration, will survive such termination or expiration.

8. Visual Issues’ Limited Warranty; Support Period

   1. Visual Issues warrants it will perform the Services according to the terms of this Agreement and each respective Proposal, using personnel of industry standard skill, experience, and qualifications, and in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

   2. Visual Issues’ sole and exclusive liability, and your sole and exclusive remedy if Visual Issues breaches this warranty is:

      1. Visual Issues will use reasonable commercial efforts to promptly correct the breach. If Visual Issues can’t cure the breach within a reasonable time (but in no case more than thirty [30] days) after you notify Visual Issues of the breach in writing, you have the option to terminate the Agreement by sending Visual Issues written notice.
      2. If you terminate the Agreement according to the terms of the previous paragraph, Visual Issues will refund to you, within thirty (30) days, any fees you paid Visual Issues under this Agreement as of the date of termination, less a deduction for any fees or expenses then due and payable for any Services Visual Issues has completed, up to and including the date of such termination on a pro-rated basis.
      3. The foregoing remedy shall not be available unless you provide written notice of the breach within ten (10) days after Visual Issues delivers the Service or deliverable at issue to you.
   3. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 6.a, ALL SERVICES, WORK PRODUCT, AND DELIVERABLES ARE PROVIDED “AS IS” AND VISUAL ISSUES HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND VISUAL ISSUES SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, VISUAL ISSUES MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR DELIVERABLES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL (1) MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, (2) OPERATE WITHOUT INTERRUPTION, (3) ACHIEVE ANY INTENDED RESULT, (4) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE APPLICABLE Proposal, (4) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR (5) WILL COMPLY WITH ANY REGULATORY RULES OR REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
   4. Support Period. For a period of thirty (30) days following Visual Issues’ completion of Services hereunder, it will, at your request, provide up to one (1) hour of Support Services in the aggregate at no additional cost to you. Additional time shall be billed at Visual Issues’ regular hourly rate, then in effect upon the date of the request for additional support. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Final Deliverables, including correcting any errors or failure to comply with the specifications set forth on the applicable Proposal, but shall not include the development of enhancements to the Final Deliverables or other services outside the scope of the applicable Proposal.

9. Your Promises to Visual Issues.

   You represent and warrant that: (a) you have the full right, power, and authority to enter into and perform your obligations under this Agreement; (b) all information and materials that you provide to Visual Issues will be accurate and complete, will comply with all applicable laws, and that Visual Issues use of such information and materials will not violate any third party’s intellectual property, privacy, or any other rights; and (c) to the extent that you are a business entity, the representative who is signing this Agreement has been properly authorized to do so.

10. Indemnification.

    You shall defend, indemnify, and hold harmless Visual Issues and its affiliates, officers, directors, members, employees, agents, successors, and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from (a) Your Materials or Visual Issues’ use thereof, (b) your combination of the results and proceeds of Visual Issues’ Services hereunder with any hardware, system, or other software or materials not provided or authorized in writing by Visual Issues; (c) modification of the results and proceeds of Visual Issues’ Services hereunder other than by Visual Issues; (d) damage to real or tangible, personal property resulting from your acts or omissions, and (d) the breach of any of your representations, warranties, or obligations under this Agreement.

11. Limitation of Liability

    1. IN NO EVENT WILL VISUAL ISSUES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, OR DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT VISUAL ISSUES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. IN NO EVENT SHALL VISUAL ISSUES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO IT PURSUANT TO THE PROPOSAL GIVING RISE TO THE CLAIM.

12. Access and Permissions.

    You are responsible for providing access to any locations required for Visual Issues to perform Services and for obtaining any permissions or licenses required for those locations in advance of Visual Issues’ arrival. You are responsible for ensuring that those locations are in the condition necessary for Visual Issues to perform Visual Issues’ Services.

13. Safe Work Environment.

    You agree to use best efforts to ensure that you and your team treat Visual Issues’ employees, representatives, and agents with respect and dignity and to ensure a safe working environment. Visual Issues will immediately cease providing Services at any location if, Visual Issues or Visual Issues’ team determines that the location poses a threat of physical danger, or (ii) you or your team commit sexual harassment, violence, threats, or any other behavior that Visual Issues determines to be unsafe. Should this happen, you shall not be entitled to any refund, and any fees and expenses incurred up to the point of cancellation shall become due and payable immediately.

14. No Duty to Archive; Backup and Loss of Data; Your Obligations After Delivery

    1. Unless expressly stated in the applicable Proposal or otherwise agreed to in writing by both of us, Visual Issues shall have no obligation to archive any of Your Content or the results and proceeds of Visual Issues’ Services hereunder after they have been delivered to you. You are solely responsible for the integrity of your data and for assuring that your data is adequately backed up and protected.
    2. Following your acceptance of the Final Deliverables, you shall be solely responsible for (a) maintaining the safety and data security of any website or platform which embody the Final Deliverables or on which the Final Deliverables are hosted or otherwise reside, and (b) conformance with all rules, regulations, and laws relating to your use of the Final Deliverables, including without limitation, those relating to the transfer of software and technology, and compliance with state and federal privacy laws, the Americans with Disabilities Act, and Section 508 of the Workforce Investment Act, as applicable.

15. Miscellaneous.

    1. Developer Attribution. In the event that the deliverables include development of a website (“Website”), you shall display the following developer attribution in the following location(s) of the Website: “site by Visual Issues” with a link to https://visualissues.design (or such other web address as Visual Issue’s shall designate from time to time) in the footer of each page or near the Website’s copyright statement, if any.
    2. Entire Agreement. This Agreement and any related Proposal constitutes our sole entire agreement with respect to the subject matter it contains, and it supersedes any and all prior agreements, whether written or oral, regarding that subject matter.
    3. Notices. All notices must be in English, in writing, and addressed to the other party. The initial address for notices to you is the address set forth in the signature block below. The address for notices to Visual Issues is the address set forth in the first paragraph of this agreement. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
    4. Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
    5. Amendments. Any amendment must be in writing, signed by both of us, and expressly state that it is amending this Agreement.
    6. Waiver. Neither of us will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
    7. Assignment. You agree not to assign, transfer, or subcontract any of your rights or delegate any of your obligations under this Agreement without Visual Issues’ prior written consent.
    8. Relationship of the Parties. Our relationship is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between us, and we will have authority to contract for or bind the other in any manner whatsoever.
    9. Choice of Law and Choice of Forum. This Agreement is governed by, and construed in accordance with, the laws of the State of California, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California. Each of us irrevocably and unconditionally agrees that we will not commence any action, litigation, or proceeding of any kind whatsoever against the other in any way arising from this Agreement in any forum other than a court of competent jurisdiction in the County of Los Angeles, California. Each of us irrevocably and unconditionally submits to the exclusive jurisdiction of those courts and agrees to bring any such action, litigation, or proceeding only in those courts.
    10. Counterparts. This Agreement may be executed in counterparts which together are deemed to be one and the same agreement.
    11. Force Majeure. Neither of us shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to Visual Issues hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic or pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials. The Impacted Party shall give notice within fifteen (15) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of sixty (60) consecutive days following its written notice to the other party, the other party may thereafter terminate this Agreement upon 10 days’ written notice to the Impacted Party.

IN WITNESS WHEREOF, we cause this Agreement to be executed as of the Effective Date by each of our respective duly authorized representatives.