NBConsult Manged Service Agreement IMPORTANT: READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE AND/OR ACCESSING THE SERVICES IN YOUR MICROSOFT LIGHTHOUSE ACCOUNT. NBConsult GRANTS YOU ACCESS TO THE SOFTWARE AND/OR SERVICE ONLY IF YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY USING THE SOFTWARE OR ACCESSING THE SERVICE, YOU (1) AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND (2) REPRESENT AND WARRANT THAT YOU POSSESS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOU AND ANY COMPANY FOR WHICH YOU ARE ACTING (FOR EXAMPLE, YOUR EMPLOYER). IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE OR ACCESS THE SERVICE. THIS MANAGED SERVICES AGREEMENT (“Agreement”), is between you or the company you represent (“Customer”) and NBConsult Holdings (PTY) LTD, a South African company and its Subsidiary Companies with a principal office at Unit 9 Monaco Square; 14 Church Street; Durbanville; Western Cape; 7550; South Africa ("NBConsult") and is made effective (“Effective Date”) as of the date Customer first registers for the NBConsult Managed Service offering on the Microsoft Azure Marketplace portal. Customer and NBConsult are each a “Party” and collectively, the “Parties.” DEFINITIONS "Customer Data" means Customer's IT infrastructure data (including Customer’s infrastructure, support incidents, network traffic data, and system logs pertaining to hosts, end points, and networking equipment which are accessed by or monitored by NBConsult as part of the Managed Services) . (b) “Network as a Service (NaaS)” means the provision of network infrastructure and services from NBConsult to Customer. (c) "Term" means the subscription term of Managed Services as set forth in an ordering document. (d) "NBConsult Monitoring" means the NBConsult infrastructure monitoring managed services platform maintained and operated by NBConsult to gather and analyze Customer Data, and to generate alerts and reports on Customer Data. (e) "NBConsult Monitoring Appliance" means NBConsult' data collection appliance, to be deployed and configured in the agreed location on Customer's premises, and physically and logically connected to Customer's network . (f) “NBConsult Change Ops” activities means the scheduling and remote implementation of software configuration changes to Customer’s logical IT infrastructure. Except to the extent authorized in a separate professional services engagement, Change Ops excludes the performance of physical IT infrastructure installations, relocations, upgrades, modifications, or de-installations, as well as any services commonly known as “smart hands” services. (g) “NBConnect” means the remote, on-call availability of NBConsult resources to provide technical and implementation support, as may be further described in an ordering document. AGREEMENT SCOPE AND STRUCTURE; SERVICES Customer retains, and NBConsult agrees to perform the services (the "Managed Services") for Customer on the terms, conditions, and assumptions set forth in this Agreement and in one or more separately agreed Order (each, an “Order”). In the event of a conflict between a term found in this Agreement and in an Order, the terms of this Agreement shall prevail unless otherwise agreed by the Parties in writing. PERFORMANCE AND MANAGED SERVICE Site. Access. Customer will ensure timely access to NBConsult and authorized agents, if any, at no charge, to its premises, IT environment (including infrastructure and applications, to the extent necessary), its subject matter experts and its third-party suppliers and agents who are also engaged in the operation of Customer’s IT environment. Additional onboarding requirements may be set forth in the Order(s) Remote Access. Customer acknowledges that remote access to Customer’s network (using one or more industry standard protocols and/or appliances, such as for example only, Pulse Secure, Nokia Nuage, IPSEC VPN), is a prerequisite for the Managed Services. Customer will ensure timely and unobstructed remote access for authorized NBConsult support and engineering personnel. Customer is required to inform NBConsult of any changes that would affect NBConsult' ability to remotely access customer systems between three to five business days. If NBConsult is not notified within the stated dependency of three to five business days, NBConsult will therefore be excused from any Managed Services impairment or delays attributable to any changes affecting NBConsult' remote access to customer environment Managed Services Dependencies. Customer will timely accommodate all reasonable requests of NBConsult to assign Customer’s reasonably skilled and experienced subject matter experts to enable Managed Services delivery, and to procure the active cooperation and participation of its agents, including procuring access to systems and data maintained by its third party equipment and/or services providers. Customer acknowledges and agrees that (i) Customer’s failure to meet the foregoing dependencies may adversely affect NBConsult’ ability to provide the Managed Services; (ii) the Managed Services do not substitute for Customer’s own security information and event management (SIEM), or IT service management functions; and (iii) NBConsult may be dependent upon or use Customer Data, materials, and other information furnished by Customer, that NBConsult will not be in a position to independently investigate or verify their accuracy or completeness, and that NBConsult will therefore be excused from any Service impairment or delays attributable to any inaccuracies or incomplete materials or information. NBConsult may also communicate on an ongoing basis processes and procedures providing guidance and conditions relative to Customer’s preparation for, and consumption of, the Managed Services (e.g., how Customer’s IT Service Management and help desk functions should interface with NBConnect and Change Ops Managed Services. Contract Change Management. Each party may request changes that affect the scope or duration of the Managed Services. If either party requests such any such change, NBConsult shall notify Customer if it believes that an adjustment in the fees or the manner or timing of its performance is required. The parties shall then negotiate in good faith a reasonable and equitable adjustment thereto. NBConsult shall continue performance pursuant to the existing term of the Managed Services and shall not be bound by any change FEES & EXPENSES General. During the Term of this Agreement, Customer agrees to compensate NBConsult as set forth in each SOW. In addition to the Managed Services subscription fees set forth in an Order, any applicable separate charges or fees including, but not limited to, any applicable freight charges for Equipment (as that term is defined in Section 7.1) or other that may be assessed against Customer will be clearly described in the Order document Payment Terms. Invoices shall be mailed to Customer at the address set forth in Section 13.5 hereof. Customer shall pay correct invoices within fourteen (14) days of receipt. Any past due amount is subject to a late charge in the amount of one and a half (1.5) percent per month or the maximum amount permissible by law, whichever is less, to defray NBConsult’ costs of carrying such balance. . NBConsult may decline to accept money orders or traveler’s checks as payment mechanisms in its sole discretion. Customer shall notify NBConsult of any disputed invoices NBConsult Managed Services for Microsoft Azure Marketplace 2020v2 Page 3 within twenty (20) days of receipt and pay the undisputed portion of such invoice. Without limiting its rights or remedies hereunder, and notwithstanding the parties’ rights under Section 12.2, NBConsult reserves the right to immediately suspend or terminate or delay provision of its Managed Services and NBConsult may revoke any or all quantity discounts and/or credit extended, in the event of Customer’s failure to make timely payment. Customer shall pay all costs of collection, including reasonable attorneys’ fees. Taxes. With the exception of any taxes based on NBConsult net income or taxes arising from the employment or independent contractor relationship between NBConsult and its personnel, all fees, expenses and other charges payable to NBConsult hereunder do not include any sales, use, excise, value added or other applicable taxes, tariffs or duties, payment of which shall be the sole responsibility of Customer (excluding any applicable taxes based on NBConsult net income or taxes arising from the employment or independent contractor relationship between NBConsult and its personnel). In the event that such taxes, tariffs or duties are assessed against NBConsult, Customer shall reimburse NBConsult for any such amounts paid by NBConsult or, prior to the payment of such amounts by NBConsult, provide NBConsult with valid tax exemption certificates with respect thereto. CONFIDENTIALITY GENERAL. The term, “Confidential Information”, shall, for the purposes of this agreement, include without limitation, either of the agreement parties’ information of a financial, client, technical, commercial or scientific nature, It shall further include without limitation, either of the agreement parties’: know-how, trade secrets, processes, machinery, designs, drawings, technical specifications and data in whatever form, communicated to the receiving party or required by the receiving party from the disclosing party during the course of business discussions/transactions. Regarding disclosure of the described and defined “Confidential Information”, the following applies: - The parties agree to disclose “Confidential Information” to one another to the extent that may be required to progress and facilitate business discussions/transactions. The parties acknowledge that the “Confidential Information” is a valuable, special, secret and unique asset proprietary to the disclosing party. The parties both agree that they will not, during the course of their business discussions/transactions with one another, or thereafter for a period of 1 (one) year, disclose the “Confidential Information” to any third party for any reason or purpose whatsoever without the prior written consent of the disclosing party, save in accordance with the provisions of this agreement. Notwithstanding anything to the contrary contained in this agreement, the parties agree that the “Confidential Information” may be disclosed by the receiving party to its professional advisors, agents and consultants on a need-to-know basis, provided that the receiving party takes whatever necessary steps to ensure such professional advisors, agents and consultants agree to abide by the terms of this agreement to prevent the unauthorised disclosure of the “Confidential Information” to third parties. The receiving party agrees: not to utilise, exploit, or in any other manner whatsoever, use the “Confidential Information” disclosed pursuant to the provisions of this agreement for any purpose whatsoever otherwise than as contemplated in this agreement, without the prior written consent of the disclosing party; that the unauthorised disclosure of the “Confidential Information” to a third party may cause irreparable loss, harm and damage to the disclosing party. Accordingly, the receiving party indemnifies and holds the disclosing party harmless against any loss, action, expense, claim, harm or damage of whatever nature suffered or sustained by the disclosing party pursuant to a breach by the receiving party of the provisions of this agreement. All “Confidential Information” disclosed by the disclosing party to the receiving party is acknowledged by the receiving party to be proprietary to the disclosing party and no rights of any nature will confer to the receiving party from “Confidential Information” received from the disclosing party. The receiving party undertakes not to use the “Confidential information” for any purpose other than that for which it has been disclosed and in accordance with the provisions of this agreement. The parties agree that they shall protect the “Confidential Information” disclosed pursuant to the provisions of this agreement, using the same standard of care that each party applies to safeguard its own proprietary, secret or confidential information, and that the information shall be stored and handled in such a way as to prevent any authorised disclosure thereof. RETURN OF MATERIAL CONTAINING OR PERTAINING TO “CONFIDENTIAL INFORMATION”. The disclosing party may at any time request the receiving party to return any material containing, pertaining to, or relating to “Confidential Information” that was disclosed pursuant to the terms of this agreement. In addition, the disclosing party may request the receiving party to furnish a written statement to the effect, that upon such return, the receiving party has not retained in its possession or under its control, either directly or indirectly, any such material. Alternatively, on express request of the disclosing party, the receiving party will destroy such “Confidential Information” material and furnish the disclosing party with a written statement to the effect that all such material has been destroyed. The receiving party shall comply with the request by the disclosing party to either return or destroy the “Confidential Information” within 7 (seven) days of receipt of such request. EXCLUDED “CONFIDENTIAL INFORMATION”. The obligations of the parties pursuant to the provision of this agreement will not apply to any “Confidential Information” that: - is known to, or is in the possession of, the receiving party prior to the disclosure thereof by the disclosing party; becomes publicly known otherwise than pursuant to breach of this agreement by the receiving party; is disclosed by the receiving party to satisfy the order of a court of competent jurisdiction, or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances the receiving party shall advise the disclosing party to take whatever steps it deems necessary to protect its interests in this regard; provided further that the receiving party will disclose only that portion of the information which it is legally required to disclose and the receiving party will use its reasonable endeavours to protect the confidentiality of such information to the widest extent possible in the circumstances; is disclosed to a third party pursuant to the prior written authorisation of the disclosing party; is received from a third party in circumstances that do not result in a breach of the provisions of this agreement. CUSTOMER DATA Collection and Use. Customer hereby grants NBConsult the right, during the Term, to collect (including collection via the installation, maintenance, and remote access to the NBConsult Monitoring Appliance) and to use the Customer Data for the performance of the Managed Services, including analysis and reporting and working with third party manufacturer and licensor resolver groups. NBConsult shall have the right (subject to its confidentiality obligations set forth in the Agreement, and to the data return and retention requirements described in Section 6.5, below) Ownership and Confidentiality. NBConsult acknowledges that, as between the parties, Customer owns and controls all right, title and interest in and to the Customer Data. NBConsult will use and process the Customer Data solely to the extent necessary for the delivery of the Managed Services and will obtain no rights in such Customer Data Security. NBConsult will maintain appropriate administrative, technical and physical security measures to protect Customer Data against unauthorized access, disclosure and loss Access and Return. Customer may view Customer Data in NBConsult’ custody (e.g., data resident on the NBConsult Monitoring) via the administrative console at any time during the Term, at no additional charge. During the limited retention period described in Section 6.5, below, Customer may request the export of all ticket data generated by NBConsult in the course of providing the Managed Services, at no additional charge and in NBConsult’ standard structured data format. Export of any other Customer Data, or export of Customer Data in a custom format requires the engagement of NBConsult as part of a separate professional services project at NBConsult’ then-current rates. The parties acknowledge and agree that any such engagement will (due to its potential complexity or Customer's potential data formatting or other non-standard requirements), require an extension of this Subscription and additional compensation to NBConsult on a time and materials basis. The parties agree to work collaboratively to determine a mutually satisfactory agreement regarding such extension, if needed. Limited Retention. During and as of the end of the Term, NBConsult will retain the Customer Data as follows: (i) thirty days after completion of a Customer Data retrieval project performed by NBConsult; or (ii) in the case of expiration or termination of this Agreement without such a project, then NBConsult will retain the Customer Data for thirty days following expiration or termination. NBConsult will destroy the Customer Data upon completion of the foregoing retention period. Upon Customer’s written request, NBConsult will provide written confirmation of its destruction of the Customer Data. Inputs and Decision. Customer acknowledges and agrees that NBConsult may, in performing its obligations pursuant to this Agreement, be dependent upon or use Customer Data, materials, and other information furnished by Customer, that NBConsult will not be in a position to independently investigate or verify the accuracy and completeness of such information or materials, and that NBConsult will therefore be excused from any Managed Services impairment or delays attributable to any inaccuracies or incomplete materials or information. NBConsult, in performing the Managed Services, will be making recommendations and providing advice, but all decisions as to implementing such advice and recommendations shall be made by and be the sole responsibility of Customer. EQUIPMENT This Section 7 is applicable where the Customer has subscribed to NaaS as part of the Managed Services. In such instances, NBConsult will deliver hardware and/or other physical devices (“Equipment”) to Customer as part of its provision of the Services Equipment acceptance. Customer will be deemed to have accepted the Equipment if Customer fails to notify NBConsult in writing within fifteen (15) days after receipt of all components of such Equipment, irrespective of whether Customer has installed and tested the Equipment prior to the end of the fifteen (15) day period. Customer agrees to keep the Equipment in in good working order, use it for business purposes only, and not modify it or move it from its original location without obtaining NBConsult’ prior written consent, which will not be unreasonably withheld. Insurance. Customer agrees to maintain commercial general liability insurance acceptable to NBConsult, Customer also agrees to (1) keep the Equipment fully insured against the loss at its replacement cost, with NBConsult named as loss payee, and (2) provide proof of insurance satisfactory to NBConsult proof of insurance satisfactory to NBConsult no later than thirty (30) days following the commencement of this Agreement and thereafter upon NBConsult’ written request INTELLECTUAL PROPERTY RIGHTS. Customer acknowledges that the Managed Services embody valuable trade secrets of NBConsult and shall be treated as NBConsult Confidential Information. Customer is subscribing to the Managed Services only and does not acquire any ownership or use rights in or to the Managed Services other than as expressly set forth in this Agreement or an Order. As between Customer and NBConsult, NBConsult retains all ownership and intellectual property or proprietary rights in and to the Managed Services (including any derivatives, improvements, updates, upgrades, corrections, customizations, and copies thereof, and including without limitation any tools, intake, ingest, survey, processing, reporting or output templates used in connection with the Managed Services), and reserves all rights not expressly granted to Customer in this Agreement. Customer agrees to reproduce and include NBConsult copyright, trademark, and other proprietary rights notices and other proprietary rights notices on any copies of outputs of the Managed Services, including partial copies and derivative works (if applicable) REPRESENTATIONS AND WARRANTIES Mutual Representations and Warranties. Each Party represents and warrants to the other that: (a) it has all right, power, and authority necessary to enter into this Agreement, perform its obligations hereunder and grant the rights it grants to the other Party hereunder; and (b) its performance of this Agreement, and the other Party’s exercise of its rights under this Agreement, will not conflict with or result in a breach or violation of any of the terms or provisions or constitute a default under any agreement by which it is bound or any applicable law, rule or regulation. NBConsult warrants that the Services will be rendered in a diligent and workmanlike manner, and in accordance with the practices and standards observed by well-managed professional services providers in NBConsult's industry when performing similar services. Customer's sole and exclusive remedy for any non-conformity, of which Customer promptly notifies NBConsult in writing, shall be corrective reperformance of the affected portion of the nonconforming Services, or for Services which cannot be reperformed, an equitable abatement of fees associated with the non-conforming portion of the Services Limitation of liability The express warranties in this agreement shall be in lieu of all other warranties, express or implied, including the implied warranties of merchantability, non-infringement, compatibility, interoperability, and fitness for a particular purpose. NBConsult makes no assurances that a managed service will be uninterrupted or detect all security threats, or prevent any security incident, breach or misappropriation of customer data or customer systems by a third party In no event shall NBConsult be liable to customer for damages arising out of or in any way related to NBConsult's performance under an order, in excess of the amount of fees paid (or payable, if greater) to NBConsult for the performance of the order, as the case may be, whether in contract, tort, or any other legal theory Neither party shall have any liability to the other party for any lost profits, savings, business, or data, nor for any special, incidental, punitive, exemplary, indirect or consequential damages, even if such party has been advised of the possibility of such damages or if such damages were foreseeable Term; Termination Term. The term of this Agreement will be effective as of the Effective Date indicated above and will conclude upon the earliest of: (a) when all Managed Services provided by NBConsult are concluded under any Order; (b) upon termination as set forth in Sections 12.2 or 12.3. Termination for Cause: Either party may terminate this Agreement or any outstanding Order, upon thirty (30) days’ written notice to the other party, in the event such other party breaches a material term of this Agreement or any Order and such breach remains uncured at the end of such thirty (30) day period. NBConsult may suspend the Managed Services (including the operation of the NBConsult Monitoring Appliance, if applicable) in the event Customer fails to pay any undisputed amount within fifteen days of NBConsult notice to Customer of a failure to pay, or if the Customer Data presents a security risk to the Managed Services (or the NBConsult Monitoring). Upon any such termination, Customer will pay NBConsult all fees and expenses which have been incurred or earned in connection with the performance of the Managed Services through the effective date of such termination. Termination Without Cause: This Section 12.3.1 is applicable only where the Customer has not subscribed to NaaS as any part of the Managed Services: A Customer may terminate any particular subscribed Managed Service without cause by providing NBConsult with minimum prior written notice of sixty (60) days. As subscriptions automatically renew for successive terms, cancellation will be effective as of the end of the notice period. This Section 12.3.2 is applicable where the Customer has subscribed to NaaS as part of the Managed Services: There shall be no termination without cause during a subscription term. Subscriptions will automatically renew for successive terms, provided however, that a Customer may elect not to renew a NaaS-related Managed Service for another subscription period by providing NBConsult with minimum prior written notice of sixty (60) days before the end of the current subscription term of Customer’s intention not to renew. Consequences: Following any termination, Customer will pay NBConsult all unpaid fees and expenses which have been incurred or earned in connection with the performance of the Managed Services through the effective date of such termination (including the thirty (30) business day notice period), as well as any other fees or charges specified in an Order. This subsection (12.4.3) is applicable where the Customer has subscribed to NaaS as part of the Managed Services: Unless otherwise specified in an Order, upon termination or expiration of this Subscription, Customer will, at its expense, return all Equipment to NBConsult within thirty (30) days. If Equipment is not returned in both a timely fashion and in good working order, then Customer will remit payment to NBConsult in an amount equal to the total replacement cost of any such Equipment. If the returned Equipment is not immediately available for use by another without need of repair, Customer will reimburse NBConsult for all repair costs MISCELLANEOUS Informal Dispute Resolution. If any disagreement or dispute arises between the parties, the executive officers of Customer and of NBConsult (or their respective designated alternates with appropriate responsibility for this Agreement and/or the applicable Order, together the “Contract Executives”) shall, within seven (7) business days of receipt of notice of such disputed matter, attempt in good faith to resolve such disagreement or other dispute. If the disputed matter has not been resolved by the Contract Executives within thirty (30) days after such dispute has been referred to them, or such longer period as agreed to in writing by the parties, each party shall have the right to commence any legal proceeding as permitted by law. Neither party shall be obligated to follow this provision for breaches of Section 5 hereof or for any other breach as to which injunctive relief is sought. Independence. NBConsult is performing the Managed Services as an independent contractor and not as an employee of Customer and none of NBConsult personnel shall be entitled to receive any compensation, benefits or other incidents of employment from Customer Neither NBConsult nor Customer shall be or become liable or bound by any representation, act or omission whatsoever of the other. Non-Solicitation of NBConsult Employees. During the term of this agreement, unless expressly agreed to in writing by NBConsult, “The Client” will undertake to neither approach, nor to hire, either directly or through an intermediary, in any way whatsoever, any of NBConsult's employees, contractors or associates (whether for full-time, part-time or consultancy employment). This undertaking will continue in force for a period of two (2) years following the termination and/or expiration of this agreement. Failure to comply with this proviso will constitute just cause for immediate termination of this agreement and incur damages to “The Client” equal to two times the total yearly remuneration of the employee/s, contractor/s or associate/s implicated. Press Releases and Customer List Reference. Neither party shall issue any press release concerning NBConsult work without the other’s consent. NBConsult may identify Customer as a Customer of NBConsult (using Customers name and logo) and generally describe the nature of the Managed Services in NBConsult promotional materials, presentations, and proposals to current and prospective Customers. Legal Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given upon personal delivery, five (5) days after being mailed by registered mail, return receipt requested, or one (1) business day after being sent by nationally recognized overnight courier. Notices shall be addressed to Customer at the address provided as part of the registration process. Notices to NBConsult shall be made to NBConsult, Unit 9 Monaco Square; 14 Church Street; Durbanville; Western Cape; 7550; South Africa Attention: Legal Department. Insurance. Throughout the Term of this Agreement, NBConsult shall at its own expense, obtain and maintain the following insurance: (a) Commercial General Liability, with coverage of not less than ZAR 10,000,000 (b) Professional Liability Insurance with limits of not less than ZAR 5,000,000. NBConsult will endeavour to notify Customer in writing of any material change to its coverage as described herein. NBConsult shall furnish certificates of insurance evidencing coverage or other acceptable evidence of self-insurance to Customer upon request. Force Majeure. NBConsult shall not be liable for any delays to its performance hereunder resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, severe weather conditions, failure of power, acts of God, strike or labour dispute, war or other violence, or any law, order or requirement of any governmental agency or authority, or the acts or omissions of Customer or its agents. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of South Africa, without regard to the conflict of law provisions thereof. The parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the courts located in South Africa. Severability. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. No Waiver of Breach. No failure (whether in whole or in part) on the part of either party hereto to exercise, and no delay in exercising, any right, remedy, or power under this Agreement shall operate as a waiver thereof. No waiver shall be valid unless it is in writing and signed by the party to be bound thereby Survival. All obligations of each party that have accrued before termination, or which become effective as a result of termination, or which by their terms are of a continuing nature (e.g., confidentiality) shall survive the expiration or termination of this Agreement (irrespective of the reason for termination). Interpretation. No purchase order, proposal, or other ancillary document (irrespective of when it is proffered or whether it is separately rejected) that purports to modify or supplement the printed text of this Agreement or any schedule or exhibit hereto or to otherwise alter the terms of this Agreement shall add to or vary the terms of this Agreement. Any such proposed variation or addition (irrespective of which Party submits it) is objected to and deemed a material change unless agreed to in writing. In the event of a conflict between the provisions of this Agreement and the specific provisions set forth in an Order, the provisions of this Agreement shall control, except to the extent the provisions in an Order expressly provide otherwise. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by each of the parties hereto. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement is not intended to be for the benefit of, and will not be enforceable by, any person who is not named at the date of this Agreement as a party to it. This Agreement, including any Orders entered into pursuant hereto, constitutes the entire agreement of the parties hereto with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing.