In the version of 10.22.2023

THESE SUPPLIER TERMS AND CONDITIONS (TOGETHER WITH THE DOCUMENTS REFERENCED HEREIN, THESE "TERMS AND CONDITIONS") ARE FOR LABVIVA, INC. ("COMPANY") AND APPLY TO THE PROVISION OF SERVICES PURSUANT TO THESE TERMS AND CONDITIONS AND THE ORDER FORM (THE "ORDER FORM") OR OTHER DOCUMENTATION INTO WHICH THESE TERMS AND CONDITIONS ARE INCORPORATED BY REFERENCE (COLLECTIVELY TOGETHER WITH THESE TERMS AND CONDITIONS REFERRED TO HEREIN AS "THIS AGREEMENT") SIGNED OR OTHERWISE AGREED TO BY THE PRODUCT SUPPLIER. CAPITALIZED TERMS USED, BUT NOT DEFINED, HEREIN WILL HAVE THE MEANINGS SET FORTH IN THE ORDER FORM. ACCEPTANCE OF THESE TERMS AND CONDITIONS IS REQUIRED AS A CONDITION TO COMPANY MAKING AVAILABLE THE PRODUCT SUPPLIER'S PRODUCTS THROUGH THE LABVIVA PLATFORM (AS DEFINED BELOW).

Background

The Company operates a software-as-a-service platform that permits users to (a) access a unique digital marketplace for life sciences and other applications and (b) research and order Listed Products (as defined below) from suppliers (collectively, the "Labviva Platform");

The Company has certain end customers for which the Company has integrated the Labviva Platform into such customers' existing purchasing or procurement platform so that such customers may research and order products through such private integration of the Labviva Platform (such customers, "Customers"); and

Pursuant to the terms and conditions of this Agreement, the Product Supplier desires to grant the Company certain rights to list the Product Supplier's products on the Labviva Platform corresponding to the market(s) selected by the Product Supplier on the Order Form.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Product Supplier hereby agree as follows:

1. Grant of Rights.

   1. Listed Products. Subject to the terms and conditions of this Agreement, the Product Supplier hereby agrees to make available to the Company from time to time during the term of this Agreement, product information concerning the Product Supplier's products to be listed in the Labviva Platform for Customers ("Listed Products"), in such format as the Company may reasonably require from time to time and as further described on (i) Exhibit A in the case of Key Account Product Suppliers.

   2. Content and Marketing. The Product Supplier hereby grants to the Company the non-exclusive, royalty-free right to (i) use, copy, display, and create derivative works of any Product Supplier content provided to the Company (or obtained by the Company from the Product Supplier's website or other publicly available sources) for inclusion in the Labviva Platform for purposes of promoting the Listed Products to Customers and to perform its other obligations under this Agreement, including any images, product descriptions, and other content contained therein provided by the Product Supplier or created by the Company and approved by the Product Supplier, and (ii) market, display, and promote the Listed Products to Customers through the Labviva Platform. For the avoidance of doubt, the Company may not offer for sale, market, publish, or sell the Listed Products to any end users through the public-facing version of the Labviva Platform or any publicly-available marketing materials.

   3. Trademark License. Subject to the terms and conditions of this Agreement, the Product Supplier hereby grants to the Company a non-exclusive, non-transferrable (except as set forth in Section 10(a)) license during the Term hereof to use and display the trademarks, service marks and logos of the Product Supplier (collectively, the "Marks") only in connection with the display of Listed Products on the Labviva Platform and the performance of the Company's obligations under this Agreement (including the marketing and promotion of the Listed Products as provided herein). All goodwill resulting from the Company's use of the Marks will inure to the benefit of the Product Supplier.

   4. Ownership. As between the parties, except as set forth herein, Product Supplier retains all rights, title, and interest in and to the Listed Products (and related content), the Marks, and all intellectual property rights therein. As between the parties, the Company retains all rights, title, and interest in and to the Labviva Platform and related technology and all intellectual property rights therein. For the avoidance of doubt, no rights with respect to the Labviva Platform are granted in this Agreement.

   5. Feedback. The Product Supplier may elect from time to time to provide suggestions or comments regarding enhancements or functionality or other feedback to the Company with respect to the Labviva Platform or other of the Company's products and services ("Feedback"). The Company will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. The Product Supplier hereby grants to the Company a royalty-free, fully paid-up, worldwide, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, irrevocable license to (i) copy, distribute, transmit, display, perform, and modify and create derivative works of the Feedback, in whole or in part; and (ii) use the Feedback and/or any subject matter thereof, in whole or in part, including the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which incorporate, practice or embody, or are configured for use in practicing, the Feedback, in whole or in part.

2. Services and Fees

   1. Services.

      1. For Key Account Product Suppliers: Commencing upon the Service Commencement Date (as set forth on the Order Form), the Company will provide the services described on Exhibit A attached hereto (the "Key Account Services"), as the same may be amended from time to time by both parties to provide for additional and revised Key Account Services during the term of this Agreement.

      2. The Company's performance of the Services is dependent in part on the Product Supplier's actions, including as set forth on Exhibits A and/or C, as applicable. Accordingly, the Product Supplier will provide the Company with the necessary items and access to systems and premises and assistance necessary for the Company to complete the Services.

   2. Payment.

      1. Fees. The Key Account Product Supplier will remit payment of all fees for the Key Account Services, as set forth on the Order Form and Exhibit A within thirty (30) days of receipt of invoices from the Company. If payment of any fees is not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law and the Product Supplier will pay all reasonable expenses of collection. In addition, if any past due payment has not been received by the Company within thirty (30) days from the time such payment is due, the Company may suspend further Orders (as defined below) through the Labviva Platform until such payment is made. The Company may adjust the fees for the subsequent Renewal Term (as defined below) by providing notice to the Product Supplier of any such adjustment at least forty-five (45) days prior to the end of the then- current Term (as defined below).

      2. Transaction Fee. The Product Supplier will pay to the Company a transaction fee of overall Orders placed by Customers processed through the Labviva Platform in the amounts set forth on the Order Form, respectively. This transaction fee will be generated from gross amounts of Listed Product sales only, and will not include shipping, handling, taxes, training, installation, service, maintenance, or other charges that may apply. The Company will invoice the Product Supplier for these fees once per calendar month commencing with the calendar month in which the Service Commencement Date occurs (which may be a partial calendar month), and the Product Supplier will pay the same in accordance with Section 2(b)(i) above. Offsets for order cancellation, return or miscalculation will be promptly reported by the Product Supplier and applied by Company in the following monthly invoice. In the event this Agreement expires or is terminated prior to such application, the Company agrees to provide the Product Supplier a refund of same within thirty (30) days of such expiration or termination.

      3. Taxes. All fees payable by Product Supplier to Labviva hereunder are exclusive of any sales, use, value added and other taxes or duties, however designated ("Taxes"). Product Supplier will be solely and exclusively responsible for paying all Taxes, imposed by a relevant governmental taxing authority on payments made to Labviva under this

         Agreement, except for those Taxes based solely on the income of Labviva. Product Supplier will not withhold any Taxes from any amounts due Labviva except if applicable laws require that taxes be deducted or withheld from a payment made under this Agreement, in which case Product Supplier shall prior to any payment and as soon as possible: (i) inform Labviva of such potential deduction or withholding, and (ii) request information or documents necessary (e.g., certificate of residency) for the Product Supplier to avoid or reduce any deduction or withholding based on domestic law, an applicable tax treaty or other legal basis. Product Supplier shall (iii) deduct or withhold those taxes from the payment; (iv) pay the taxes to the proper tax authority; and (iii) upon request by Labviva, send evidence of the obligation together with proof of payment (including other documents to ensure that that Labviva may itself prove deduction or withholding towards any authorities).

      4. Additional Services. The Company may offer additional services including but not limited to branding and analytics or marketing services as indicated and further described on the Order Form, respectively. The Product Supplier may select and opt in for such additional services by electing the required additional service on the Order Form. The Company will invoice the Product Supplier for these fees in accordance with Section 2(b)(i) and the Order Form.

3. Order Process and Fulfillment

   1. General. All transactions with Customers through the Labviva Platform are between the Product Supplier and such Customer. The Product Supplier will be solely responsible and bear all liability for all Customer orders for Listed Products through the Labviva Platform ("Orders"), including pricing, shipping and handling, taxes, returns, repairs or replacements of, and refunds for, any Listed Products purchased through the Labviva Platform (including any costs related thereto). The transfer of title and risk of loss to the Listed Products will occur solely between the Product Supplier and the Customer pursuant to the terms of the applicable Order. The Customer will be the purchaser of record for all Orders. The Product Supplier will be responsible for all customer service related to its products, and will always represent itself as a separate entity from the Company. The Product Supplier will not disparage the Company in connection with the Services provided under this Agreement or otherwise.

   2. Order Acceptance. The Company will provide the Product Supplier with an electronic purchase order anytime an Order is placed. The Product Supplier will acknowledge such Order in writing to the Company within forty-eight (48) hours of its receipt of such purchase order. The Product Supplier will provide the following:

      1. Validate Listed Product availability and lead time for shipping;

      2. Validate the Customer's pricing, freight cost and other shipping terms, and taxes and update the Order accordingly.

   3. Order Billing and Payment.

      1. For Key Account Product Suppliers: The Product Supplier acknowledges that Orders will be billed and payments will flow through one of the two (2) processes outlined on Exhibit B attached hereto. For each Order, the Key Account Customer and the Product Supplier must align on which Order billing process applies.

4. Addition or Withdrawal of Products; Other Obligations.

   1. Addition of Products. The Product Supplier may at any time during the term of this Agreement by written notice to the Company request that the Company add additional Listed Products to the Labviva Platform for Customers subject to the Product Supplier's compliance with the requirements set forth in this Agreement. The Company will use commercially reasonable efforts to complete new Listed Product additions within two (2) weeks after the submission of the request, provided, however, that Company reserves the right to refuse addition of any Listed Products that it finds not to be consistent with its overall strategy on the portfolio of the products offered to Customers on the Labviva Platform. The Product Supplier acknowledges that the pricing and discount structure for Listed Products marketed to Customers must be approved by a Key Account Customer prior to such Listed Product being added to such Key Account Customer's Labviva Platform integration.

   2. Withdrawal of Products. The Product Supplier may provide written notice to the Company to withdraw any Listed Products from the Labviva Platform hereunder, which will be removed by the Company within a reasonable time following receipt of such notice by the Company, in no event later than two (2) business days. The Product Supplier will immediately notify the Company of any product recalls, discontinued or unavailable product listings requiring removal of Listed Products from the Labviva Platform, and will promptly provide the Company with all information reasonably requested regarding the same. The Company will have no responsibility or liability for any recalls of Listed Products or any other of the Product Supplier's products. The Product Supplier will be solely responsible for any non-conformity or defect in, or any public or private recall of its products. The Company, in its sole discretion, may prohibit the Product Supplier from listing any products or content on the Labviva Platform, and may remove Listed Product listings in its sole discretion, including in response to notices of alleged copyright or trademark infringement or other intellectual property claims, or based on the sales performance of a particular Listed Product.

   3. Notification. Each party will promptly notify the other party in writing of all adverse incidents, events, reports, or complaints relating to the Listed Products of which it becomes aware. Each party will also notify the other party in writing of any adverse events, incidents, or reports relating to products competitive with the Listed Products of which it becomes aware.

5. Confidentiality.

   "Confidential Information" means any information provided by one party to the other party under this Agreement that would reasonably be considered to be confidential in light of the circumstances surrounding the disclosure, including tangible, intangible, visual, electronic, present, or future information such as: (a) trade secrets; (b) financial information and pricing; (c)

   technical information, including research, development, procedures, algorithms, data, designs, and know-how; and (d) business information, including operations, planning, marketing interests, and products. The terms and conditions of this Agreement constitutes the Confidential Information of the Company. Except with the prior written consent of the disclosing party, the receiving party will not (i) disclose any Confidential Information other than to employees, contractors, or professional advisers (e.g., attorneys and accountants) who have a need to know and who are bound by a written agreement containing (or, in the case of professional advisers, ethical obligations imposing) obligations of confidentiality and nonuse with respect to the disclosing party's confidential information as contemplated hereunder; (ii) use any Confidential Information for any purpose other than the performance of its obligations or exercise of its rights hereunder; or (iii) make copies or allow others to make copies of such Confidential Information except as is reasonably necessary for use in connection with the foregoing (ii). The receiving party will use reasonable measures to protect the confidentiality of the disclosing party's Confidential Information, and will promptly notify the disclosing party in writing in the event the receiving party becomes aware of any unauthorized use or disclosure of the disclosing party's Confidential Information. If the receiving party hereto is required by law to disclose any portion of the disclosing party's Confidential Information to a third party in connection with any ongoing civil or criminal investigation, or any judicial administration proceeding, such receiving party will promptly notify the disclosing party in writing, where legally permissible, so that such disclosing party may, if it chooses, seek an appropriate protective order or take other appropriate steps to seek to limit or prevent such disclosure. In addition, "Confidential Information" will not be deemed to include information (A) previously known to the receiving party without obligation of confidence,

   (B) independently developed by or for the receiving party without use of or access to the disclosing party's Confidential Information, (C) acquired by the receiving party from a third party which is not under an obligation of confidence with respect to such information, or (D) which is or becomes publicly available through no breach of this Agreement or any other agreement by the receiving party. For the avoidance of doubt, information provided by the Product Supplier for use in connection with the Labviva Platform will not be deemed Confidential Information hereunder. Each party will within thirty (30) days of the expiration or termination of this Agreement return all Confidential Information to the disclosing party or certify to its destruction. A party may keep one copy of records as may be necessary for record keeping purposes, as well as any archived electronic files, provided that the obligations of confidentiality and non-use set forth in this Section 5 will continue to apply to such copies and files (and all other Confidential Information) beyond any expiration or termination of this Agreement. The parties acknowledge and agree that breach of this Section 5 may cause irreparable injury for which monetary damages are not an adequate remedy. Accordingly, each party may seek injunctive relief and any other available equitable remedies to enforce the provisions of this section, without posting a bond if otherwise required by law.

6. Representations, Warranties, and Covenants; Disclaimer.

   1. Representations, Warranties, and Covenants. Each party represents, warrants and covenants that (i) it has the right, power and authority to enter into this Agreement and to fully perform its obligations hereunder and grant the rights granted herein; (ii) upon execution and delivery hereof, this Agreement will constitute the valid and binding obligations of

      the party; and (iii) it will comply with all applicable laws, rules, and regulations with respect to its performance under this Agreement. Without limiting the foregoing, the Product Supplier and its products will comply with all applicable laws, regulations, and generally accepted industry standards, including such laws, regulations, and standards relating to marketing, packaging, consumer and product safety, product testing, labeling, and pricing. The Product Supplier further represents, warrants, and covenants to the Company that (A) it has and will have the legal right to sell the Listed Products, (B) all Listed Products are new and authentic, and (C) the Product Supplier has sufficient rights in all content provided to the Company for inclusion on the Labviva Platform, and the Company's use of such content, and listing of Listed Products, will not infringe, misappropriate, or violate the intellectual property rights of any third party.

   2. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS REPRESENTATIONS AND/OR WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF EACH PARTY. IN PARTICULAR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES THERETO, WHETHER EXPRESSED OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE INCLUDING (A) IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE; (B) WARRANTIES AS TO THE QUALITY OR PERFORMANCE OF THE MATERIALS, INFORMATION, GOODS, SERVICES, AND/OR TECHNOLOGY PROVIDED UNDER THIS AGREEMENT; AND (C) WARRANTIES AS TO THE PERFORMANCE OF COMPUTERS OR NETWORKS WHEN USED IN CONJUNCTION WITH THE MATERIALS, INFORMATION, GOODS, SERVICES, AND/OR TECHNOLOGY PROVIDED UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, THE LABVIVA PLATFORM IS PROVIDED ON AN "AS IS" BASIS, AND THE COMPANY MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITHOUT RESPECT THERETO. THE PRODUCT SUPPLIER AGREES THAT IT ENTERS INTO AGREEMENTS REGARDING ORDERS SOLELY WITH CUSTOMERS AND AT THE PRODUCT SUPPLIER'S OWN RISK. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE LISTED PRODUCTS (INCLUDING ANY ORDERS).

7. Data Protection

   Labviva offers a GDPR compliant Data Protection Agreement ("Labviva DPA"), found on the Labviva Website, which implements the Standard Contractual Clauses proposed by the European Commission and enables the Parties to comply with GDPR contractual obligations. The most current Labviva DPA is incorporated in this Agreement and applies automatically to all Product Suppliers based and located in the European Economic Area ("EEA"). By signing this Agreement through the Order Form, EEA suppliers confirm that a) they have been provided with the Labviva DPA; and b) willingly and knowingly agree to it.

8. Indemnification & Limitation of Liability.

   The Product Supplier hereby agrees to indemnify, defend, and hold harmless the Company and its affiliates, and its and their respective officers, directors, agents, representatives and employees, from and against any and all third party claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including court costs, attorneys' fees, and consultancy fees) arising out of (a) the negligence or willful misconduct of the Product Supplier or any breach of this Agreement by the Product Supplier, (b) the Listed Products (including any Orders, shipping loss or delay, damage, return, refund, product liability claim, recall or investigation or any alleged or actual Listed Product defect), and/or (c) any information provided by the Product Supplier for use in connection with the Labviva Platform. The Company will have the right to participate, at its own expense, in the defense or settlement of any such claim. The Product Supplier will not settle or compromise any such claim without the Company's prior written consent.

   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO LIABILITY ARISING FROM THE BREACH OF SECTION 5 (CONFIDENTIALITY), OR THE PRODUCT SUPPLIER'S INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, (I) IN NO EVENT WILL EITHER PARTY'S LIABILITY EXCEED THE AMOUNT PAID OR PAYABLE BY THE PRODUCT SUPPLIER TO THE COMPANY PURSUANT TO THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD PRECEDING ANY CLAIM, AND (II) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR PENALTIES INCLUDING LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS. TO THE FULLEST EXTENT POSSIBLE BY APPLICABLE LAW, THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WHETHER OR NOT THE PARTIES WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

9. Changes to Program.

   The Product Supplier acknowledges and agrees that the Company may change and modify the Labviva Platform and any Service provided from time to time at the Company's sole discretion.

10. Term and Termination.

    1. Term. The initial term of this Agreement will commence on the Effective Date, and will continue for the period specified as the "Initial Term" on the Order Form (the "Initial Term"). Thereafter, this Agreement will renew automatically for subsequent one-year renewal terms (each, a "Renewal Term") unless a party notifies the other party at least thirty (30) days prior to the end of the Initial Term or thirty (30) days prior to the end of any Renewal Term that it intends to terminate this Agreement. The Initial Term and/or Renewal Term(s) may also be referred to as the "Term." Upon expiration or earlier termination of this Agreement, the Company

       will, within thirty (30) days (or as soon thereafter as is reasonable), cease to display Listed Products on the Labviva Platform.

    2. Termination. Either party may terminate this Agreement: (i) immediately upon written notice to the other party if (A) the other party files a petition for bankruptcy, becomes insolvent, is wound up, dissolved, goes into administration, makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business, or if an event occurs which under the applicable law of any jurisdiction to which it is subject, has an effect similar to that of any of the events referred to in this section; or (B) the other party breaches Section 5 of this Agreement (Confidentiality) that is not cured (where capable of cure) within ten (10) days of deemed receipt of notice of such breach; or (ii) with thirty (30) days written notice for any other breach, if such breach is not cured (where capable of cure) within the thirty (30) day notice period.

    3. Effect of Termination. Sections 1(d), 1(e), 2(b), 3(c), 5, 6, 7, 9(c) and 10 of these Terms and Conditions will survive any termination or expiration of this Agreement. Notwithstanding the foregoing, all provisions of this Agreement that by their nature should survive termination will so survive.

11. General.

    1. Assignment. Neither party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party, which will not unreasonably be withheld, delayed or made subject to unreasonable conditions, except that either party may assign this Agreement without the written consent of the other party to a corporation or other business entity succeeding to all or substantially all of the assets and business of the assigning party to which this Agreement relates by merger or purchase. Any attempted assignment, delegation or transfer in derogation hereof will be null and void. Subject to the foregoing, this Agreement will be binding upon the successors and permitted assigns of both parties.

    2. Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement will be sent to the address of a party identified on the Order Form. Notice will be deemed received (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, or (iii) upon verification of receipt of registered or certified mail. Contact information will be updated in writing pursuant to this Section as necessary to ensure that each party has current information regarding all such contacts.

    3. Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties and may only be amended according to the procedures set forth in Section 8 of this Agreement or otherwise as the parties may agree in a writing signed by both parties. Each party to this Agreement acknowledges that this Agreement supersedes all prior or contemporaneous agreements, discussions, or representations, whether oral or written, with respect to the subject matter of this Agreement.

    4. Amendment and waiver. We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You prior to the effective date of any such amendment and Your continued use of the Service following the effective date of any such amendment may be relied upon by Labviva as Your consent to any such amendment. Our failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.

    5. Miscellaneous. The parties hereto are and will remain independent contractors in an agency relationship, and nothing herein will be deemed to create a partnership or joint venture between the parties hereto. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All uses in this Agreement of "including" and similar terms will be interpreted to mean "including without limitation." No party will be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, epidemic, power failures, and Internet disturbances. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and remain enforceable between the parties. The failure of a party to act in the event of a breach of this Agreement by the other will not be deemed a waiver of such breach or a waiver of future breaches. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non- contractual disputes or claims) will be governed by the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of law. The parties irrevocably agree that the courts located in the Commonwealth of Massachusetts will have exclusive jurisdiction for any litigation between the parties arising out of or related to this Agreement, or the negotiation, validity, or performance of this Agreement. Each party waives any objection to the laying of venue of any such litigation in such courts and agrees not to plead or that any litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of such courts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which, when taken together, will constitute one and the same instrument.