Master Services Agreement
Updated as on 7 th November 2024
BY AFFIXING YOUR SIGNATURE ON THE FEE QUOTATION, YOU ARE CONSENTING AND AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT BETWEEN:
YOU (hereinafter referred to as the “Client”, which expression shall, unless repugnant to the context, be deemed to include its legal representatives and successors);
AND
BALDOR TECHNOLOGIES PRIVATE LIMITED (CIN No. U74900MH2011PTC291275) a company incorporated under the Companies Act, 1956, having its Registered Office at 8th Floor, Skyline ICON, , Chimatpada, Marol, Andheri East, Mumbai, Maharashtra, India – 400059 (hereinafter referred to as “Service Provider”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors ,Affiliates and permitted assigns) of the Second Part.
You and IDfy may be referred to individually as a “Party” and together as the “Parties”.
RECITALS
A. IDfy and its Affiliates are in the business of providing various background verification and related services to its customers.
B. Based upon the terms and considerations set out herein, You have asked IDfy and its Affiliates to provide Services (defined hereinbelow), and IDfy and its Affiliates have agreed to provide to You, the various services described in Annexures to this Agreement in relation to the Verification Subjects (defined hereinbelow).
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, AGREEMENTS, REPRESENTATIONS AND INDEMNITIES SET FORTH IN THIS AGREEMENT, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED BY THE PARTIES, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings:
| “Agreement” | means this Agreement between IDfy and Client having the meaning ascribed to it in the prefatory paragraph above. |
| “API” | shall mean Application Programming Interface, as that term is generally understood in the information technology industry |
| “Applicable Law” | means any law, rule, regulation, circular, notification, ordinance, order, treaty, judgment, decree, injunction, permit or decision of any central, state or local government, authority, agency, court or other body having jurisdiction over the matter in question, as may be in force from time to time. |
| “Affiliate” | of either party shall mean a person or entity directly or indirectly controlling, controlled by or under common control with such party. “Control” for the purposes of this clause shall mean with respect to any person or entity, the right to exercise or cause the exercise of at least fifty per cent (50%) or more of the voting rights in such person or entity. |
| “Business Day” | shall mean a day which is not a Sunday, or a public holiday or a bank holiday under the Negotiable Instruments Act, 1881 at Mumbai. |
| “Confidential Information” | means any information (regardless of being identified or marked as ‘confidential’ or ‘proprietary’) received by one Party in relation to the other Party including (i) all information regarding any affiliates, group companies, businesses, employees, customers, suppliers, contractors, other third parties conducting business with such other Party, affiliates, group companies, customers or other technical and commercial matters; (ii) customer identification information, sensitive personal information, products, services, legal, financial, commercial, marketing and business related records, data, documents, reports, drawings, models, samples, disks, data, client information, any copies thereof; (iii) any information which is marked as ‘confidential’, and (v) any information which according to Applicable Law is confidential or sensitive information. |
| “Deliverables” | Deliverables shall mean the deliverable(s) agreed to be provided which are created by IDfy specifically for the Client under this Agreement. |
| “Effective Date” | Shall mean the date on which You agree to the Fee quotation, including this Agreement. |
| “Fee” | has the meaning ascribed to it in Clause 3. |
| “Final Report” | has the meaning ascribed to it in Clause 9 |
| “IDfy Indemnified Party” | has the meaning ascribed to it in Clause 9 |
| “Indemnified Parties” | has the meaning ascribed to it in Clause 9 |
| “Indemnifying Party” | has the meaning ascribed to it in Clause 9 |
| “IPR” | means: (i) any invention (whether patentable or not and whether or not reduced to practice), any improvement thereto, any patent, patent application and patent disclosure, together with any reissuance, continuation, continuation-in-part, revision, extension and re-examination thereof; (ii) any trademark, service mark, trade dress, logo, trade name, and corporate name, together with any translation, adaptation, derivation, and combination thereof and including any goodwill associated therewith, and any application, registration, and renewal in connection therewith; (c) any copyrightable work, any copyright, and any application, registration, and renewal in connection therewith; (d) any mask works and any application, registrations, and renewals in connection therewith; (e) any trade secret and confidential business information (including any idea, research and development, know-how, formula, compositions, manufacturing and production process and technique, technical data, design, drawing, specification, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); (f) any computer software (including data and related documentation); (g) any other proprietary right; (h) any copies and tangible embodiments thereof (in whatever form or medium); (i) any license or sublicense of an intellectual property, whether exclusive or non-exclusive; and (j) any software, features, design, programming, application, development work and / or promotion, advertising which in any way contributes / supports, tests, helps the business of IDfy whether developed by IDfy or employees of IDfy or outsourced by IDfy. |
| “Notice” | has the meaning ascribed to it in Clause 15. |
| “Software” | has the meaning ascribed to it in Clause 5 |
| “Services” | means the services to be provided by IDfy under this Agreement as listed in the Annexures to this Agreement as amended from time to time. |
| “Term” | has the meaning ascribed to it in Clause 4 |
| “Verification Subject/s” | Shall mean the candidate/individual/entity for whom You wants the Verification to be done under this Agreement. |
1.2 In this Agreement, unless the context otherwise requires:
1.2.1 words denoting the singular include the plural and vice versa;
1.2.2 reference to the words “include” or “including” shall be construed without limitation;
1.2.3 references to a specified clause or Annexure of this Agreement shall be construed as a reference to that specified clause or Annexure;
1.2.4 the headings and titles in this Agreement are for reference only and shall not affect the
construction or interpretation of this Agreement;
1.2.5 reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the date of this Agreement) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions; and
1.2.6 the Annexures hereto form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement.
2. SCOPE
2.1. IDfy shall render the Services (as listed in the Annexures to this Agreement) for the Fees and on the terms and conditions set out in this Agreement (including its Annexures). In the event, IDfy is required to render any services in addition to those specified in the Annexures, the scope of such additional services and consideration for such additional services shall be mutually agreed between the Parties.
2.2 You acknowledge that the Services contemplated under this Agreement will be rendered on a non-exclusive basis and IDfy may, during the subsistence of this Agreement, render services similar to the Services contemplated under this Agreement to other entities/organisations.
3. FEES AND INVOICING
3.1 The aggregate of the per unit services fees (“Fee”) described in the Annexure shall be payable to IDfy by You, in advance prior to consumption of the Services, in the manner set out within the Annexure, and as consideration for the number of credits set out in the aforesaid Annexure. For any IDfy Affiliate whose products are consumed and which provides the Services, the invoices shall be raised and the Fee shall be paid to the Affiliate entity. All payments shall be subject to tax deductions as required under Applicable Law. You shall be liable to pay service tax, GST, and all other taxes that are now or may in the future become applicable to any Fee payment under this Agreement. You shall reimburse to IDfy all pre- agreed exemplary charges, costs or expenses to be borne or incurred by IDfy towards provision of the Services to You hereunder.
3.2 Bank charges, if any, will be borne by You.
4. TERM AND TERMINATION
4.1 This Agreement shall commence on the date on which You agree to the Fee quotation including the Terms and Conditions of this Agreement and shall remain in force until terminated in accordance with the provisions hereof (“Term”).
4.2 This Agreement may be terminated by:
4.2.1 either Party upon 30 (thirty) days’ prior written notice to the other Party of its desire to do so;
4.2.2 either Party by written notice of 7 (seven) Business Days to the other Party if a law, order or government decision comes into force which makes it unlawful for either You or IDfy to carry on their respective businesses;
4.2.3 either Party with immediate effect in the event that the other Party (a) materially breaches its obligations hereunder in a manner that is irremediable, or if the other Party fails to remedy a remediable breach within 30 (thirty) days of being put on notice of such breach by the non-breaching Party, or (b) undergoes a ‘change in control’, which shall mean a change in the legal, beneficial or equitable ownership of 50% (fifty percent) or more of the aggregate of all voting rights in such Party;
4.2.4 either Party if a petition for winding-up, liquidation, striking off of the register, bankruptcy, or dissolution of the other Party is admitted by a court of law in India, or such other Party passes a resolution for voluntary winding-up;
4.3 Upon the termination of this Agreement:
4.3.1 Your right to receive the Services under the Agreement shall immediately stand terminated;
4.3.2 IDfy shall forthwith raise invoices in respect of all the Services provided until such termination and such invoices shall be an acknowledged liability on You until IDfy receives full and final payment in respect of the same in accordance with this Agreement;
4.3.3 there shall be no effect, adverse or otherwise, on the vested rights of either Party.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 You hereby agree that the website www.idfy.com, and / or any other software owned, developed, or used by IDfy in relation to the Services under this Agreement (“Software”) and all other right, title, and interest in the Software and the IPR of IDfy shall be the sole property of IDfy and You shall have no claim over the same. You shall have an only limited right to avail of the Services, facilitated by the Software, offered under the terms of this Agreement. Nothing herein shall give either Party any right, title, or interest in any of the other Party’s IPR, or, except as provided herein, any right to use any of the other Party’s IPR in any manner.
5.2 You hereby agree and undertake not to reproduce, communicate, modify or reverse engineer the Software. You must not copy or give any third-party access to the Software without the prior written consent of IDfy. IDfy/ IDfy.com is/are an exclusive trademark of IDfy and use of the same would require a prior written permission of IDfy. The Software and system developed by IDfy solely belongs to IDfy. You agree to abide by all instructions provided on this site regarding the way you may use the content.
5.3 All rights, title, and interest, including all associated intellectual property rights including any modifications, enhancements or derivatives, in the Deliverables rests with the Client, subject to Sections 4.1 and 4.2 and the Clients’ compliance with this Agreement and payment of charges due to IDfy for the same. For the avoidance of doubt, any reports or deliverables generated through the provision of Services shall be the exclusive property of the Client.
6. DATA CONFIDENTIALITY AND SECURITY
6.1 Each Party recognises that in the course of the transactions envisaged in this Agreement, it may become privy to Confidential Information, whether in oral, written, audio or visual form, as a result of this Agreement or the transactions envisaged under this Agreement.
6.2 Each Party agrees that it shall:
6.2.1 keep confidential all the Confidential Information and shall not, without the prior written consent of the other Party, divulge such Confidential Information to any third party;
6.1.2 limit internal dissemination of such Confidential Information to only those individuals whose duties justify their need to know such information;
6.2.3 use the Confidential Information only for the purposes contemplated in this Agreement or for which it was provided and not profit from the same in an unauthorised manner;
6.2.4 provide for the preservation of all Confidential Information in accordance with the requirements of Applicable Law;
6.2.5 immediately upon request by the other Party, return or destroy all Confidential Information together with any copies thereof subject to sub-clause 6.2.4; and
6.2.6 maintain secure systems to ensure that there is no breach of its own internal security which may result in any leakage or disclosure of Confidential Information to any third party.
6.3 The confidentiality obligations in this Clause 6 do not apply to any information which:
6.3.1 has passed into the public domain other than by breach of this clause;
6.3.2 is already before receipt of it from the other Party in possession of a Party without any restriction as to disclosure;
6.3.3 is received from a third party who has lawfully acquired it and who is under no obligation to restrict its disclosure;
6.3.4 has been independently developed without access to the Confidential Information;
6.3.5 a Party is under a legal obligation to disclose, provided that so far as it is lawful and practical to do so, such Party when subject to such disclosure obligation (to the extent possible, prior to such disclosure) shall promptly notify the other Party of such obligation having arisen with a view to provide an opportunity to the other Party to contest such disclosure, or consent to the timing and content of such disclosure, which it shall consider and act on, in good faith.
6.4 The expiry of the Term or termination of this Agreement shall not affect the confidentiality obligations of the Parties under this clause in relation to the Confidential Information.
7. AMENDMENT
We may modify this Agreement (including any policies) at any time by posting a revised version on the website or by otherwise notifying You. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use them Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the website regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
8. REPRESENTATIONS
8.1 Each Party hereby represents and undertakes to the other Party that:
8.1.1 it is a body corporate duly incorporated under the laws of India;
8.1.2 it has the power and authority to execute and deliver this Agreement and upon execution and delivery of the same, it shall be a legal, valid and binding obligation of that Party enforceable in accordance with its terms;
8.1.3 the execution and delivery of this Agreement has been duly authorised by necessary corporate actions and approvals and does not require any further authorisation or consent of its shareholders or any third party; and
8.1.4 The execution and performance of this Agreement by such Party does not violate any Applicable Law or violate or contravene the provisions of or constitute a default under any of its constitutional documents or any documents, contracts, agreements or other instruments to which it is a party or which is applicable to it.
8.2 IDfy hereby undertakes that:
8.2.1 it shall take appropriate measures to ensure adequate protection of privacy and confidentiality of all Confidential Information during the course of rendering the Services;
8.2.2 it shall provide qualified, experienced and competent personnel for rendering the Services and apprise them of the sensitive nature of the Confidential Information that they may become privy to; and
8.3 You hereby represent and undertake that:
8.3.1 You shall comply with all Applicable Laws (including anti-corruption and anti-money laundering laws) applicable to it;
8.3.2 You shall promptly notify IDfy of any breach of your obligations or undertakings under this Agreement;
8.3.3 You shall not breach the IPR of IDfy;
8.3.4 You have obtained all such permissions, authorisations, and consents as may be required, and in such form as may be prescribed under, any Applicable Law, from the persons in relation to whom You have provided, or shall provide any information to IDfy for the performance of the Services by IDfy under this Agreement and that such permission, authorisation, or consent include permissions, authorisations, and consents for IDfy to permanently store such information in its databases or systems.
8.4 IDfy is not under any direct contractual obligation with the Verification Subjects and is providing Services to the Client under a contractual obligation to the Client and that Client shall be responsible for ensuring compliance with the provisions of Rules 5 and 6 of the Information Technology (Reasonable Security Practices And Procedures and Sensitive Personal Data or Information) Rules, 2011 and the provisions of the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016, and the applicable Rules and Regulations framed thereunder (“the Aadhaar Act”) and shall obtain the consent of the Verification Subject for the performance of the Services including, but not limited to, (i) the transmission of their sensitive personal information, if any, from the Client to IDfy in the course of signing the letter of authorisation or any agreed method for evidencing the Verification Subjects’ consents, authorising IDfy and where permitted under applicable laws to store and use their profiles in accordance with Clause 2(e), and (ii) creating images of various identification and other documents of the Verification Subjects, including, without limitation, Aadhar card, PAN card, Driving License, Voter identity card retaining such images, and forwarding such images to IDfy for the provision of the Services in the manner contemplated in this Agreement;
8.5 it has received the consent of the Verification Subject/s to have the Services performed in the manner and for the purpose agreed hereunder and that the due performance of the Services by IDfy, as requested, will not violate applicable law or the proprietary or personal rights of any person. In cases where the Services comprise e-KYC services, the Client hereby represents and warrants that it has received the consent of the Verification Subject for each specific e- KYC transaction.
9. INDEMNITY
9.1 Without prejudice to any other right available under Applicable Law, each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its affiliates, directors, officers and employees (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, damages, deficiencies, demands, claims (including third party claims), actions, judgments or causes of action, assessments, interests, penalties and other costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred or suffered by, or imposed upon or asserted against, the Indemnified Parties based upon or arising out of or in relation to or otherwise in connection with:
9.1.1 any inaccuracy in any of the representations made by the Indemnifying Party in this Agreement;
9.1.2 any breach of any of the covenants, undertakings, or obligations in this Agreement by the Indemnifying Party;
9.1.3 non-compliance with any Applicable Law by the Indemnifying Party in performing its respective duties or exercising its rights under this Agreement.
9.2 Without prejudice to the generality of the foregoing, You shall indemnify, defend and hold harmless IDfy, its directors, employees, and agents (the “IDfy Indemnified Party / Parties”) from and against any and all losses, liabilities, damages, deficiencies, demands, claims (including third party claims), actions, judgments or causes of action, assessments, interests, penalties and other costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred or suffered by, or imposed upon or asserted against, an IDfy Indemnified Party based upon, or arising out of, any breach, non-compliance, or non-fulfilment of the requirements of, any Applicable Laws relating to the authorisations, consents, or Supporting Documents in relation to any Verification Subject, or based upon, or arising out of, any decision of You affecting any Verification Subject based upon a Report provided by IDfy.
10. LIMITATION OF LIABILITY
10.1 Subject to Clause 10.2 and including the indemnities under Clause 9.1, the entire and aggregate liability of one Party hereunder to the other (or its directors, employees and agents) whatsoever and howsoever arising and whether arising from any breach of the terms of this Agreement or otherwise, shall in no event exceed the total Fee paid by You under this Agreement to IDfy in the 12 (Twelve)-month period preceding the incident giving rise to the relevant liability.
10.2 Except as expressly permitted otherwise in this Agreement, neither Party shall have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for good will or otherwise made in connection with the business contemplated by this Agreement, solely as a result of the expiration or permitted or lawful termination of this Agreement.
11. NON-SOLICITATION
12. SEVERABILITY
12.1 If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any Applicable Law, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law.
12.2 Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.
13. ASSIGNMENT
Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1 In the event of any disputes between the Parties pertaining to this Agreement, the Parties shall mutually and in good faith attempt to resolve all disputes, claims, suits and actions raised within 15 (Fifteen) calendar days from the date when a written notice of such dispute is raised by the disputing Party. In the event that such disputes, claims, suits and actions are not resolved to the mutual satisfaction of the Parties within 15 (Fifteen) calendar days, the same shall be referred to arbitration under the provisions of the Arbitration and Conciliation Act, 1996 and any amendments thereto. Both Parties shall mutually appoint 1 (One) arbitrator. The seat of arbitration will be in Mumbai, India and the decision of the arbitrator shall be final and binding on the Parties. Each party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrators may, in their discretion, award costs and fees to the prevailing party. All proceedings shall be conducted in English.
14.2 This Agreement will be governed by the laws of India. Subject to the foregoing Clause 14.1 and to applicable Law, all disputes between the Parties in relation to this Agreement that are not resolved by mutual discussion or through arbitration in the manner provided in this Agreement will be subject to the exclusive jurisdiction of courts in Mumbai, India.
15. NOTICES
15.1 Any notice, request, demands or other communication required or permitted to be given under this Agreement (“Notice”) shall be written in English and shall be delivered in any of the following modes of communication: hand delivery or delivery by courier, or by registered post with acknowledgement due or transmitted by e-mail and properly addressed as follows; provided where the Notice has been sent by e-mail, the notice shall also be sent by a nationally recognised courier service or registered-post or hand-delivery:
15.2 For notices to IDfy:
Attn: Mr. Ashok Hariharan
Address: Skyline Icon, 8th Floor, Chimat Pada, Marol, Andheri East, Mumbai Maharashtra – 400059, India
Tel: +91-2249147777
E-mail: ashok@idfy.com and cc to Legal@idfy.com
15.3 Notices shall be deemed to have been validly given (i) when delivered, if Notice has been given by hand delivery; (ii) within 3 (three) days of despatch of the said Notice, if sent by prepaid registered post with acknowledgement due or by nationally recognised courier service, or (iv) at the time of confirmation of transmission recorded on the sender’s computer, if sent by email.
15.4 Any Party may, from time to time, change its address or representative for receipt of Notices
provided for in this Agreement by giving to all the other Parties not less than 15 (fifteen) days
prior written Notice.
16. MISCELLANEOUS
16.1 Remedy: The Parties agree any breach or threatened breach of the provisions of this Agreement by one Party is likely to cause irreparable loss, harm and injury to the other Party to this Agreement or to third parties, which may not be adequately quantifiable or determinable in monetary terms. The Parties hereby agree that each Party shall have the right to seek remedy for any breach or threatened breach or violation by the other of any obligations and conditions as contained hereunder by way of injunction in addition to and not in lieu of any other legal or equitable relief including monetary damages. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law, equity or in this Agreement.
16.2 Entire Agreement: This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof. It supersedes any and all other agreements, either oral or in writing, any other communications relating thereto between the Parties hereto with respect to the subject matter herein.
16.3 Relationship: The Parties hereby declare and confirm that the Parties are independent contractors, that the relationship between the Parties shall be on a principal-to-principal basis and that no agency, joint venture, partnership, association of persons, trusteeship or similar relationship of any kind shall be deemed to be created between the Parties merely on the entering into, or execution of, this Agreement.
16.4 No Waiver: No forbearance, indulgence or relaxation or inaction by any Party at any time to require performance of any of the provisions of this Agreement shall in any way affect, diminish or prejudice the right of such Party to require performance of that provision. Any waiver or acquiescence by any Party of any breach of any of the provisions of this Agreement shall not be construed as a waiver or acquiescence of any right under or arising out of this Agreement or of the subsequent breach, or acquiescence to or recognition of rights other than as expressly stipulated in this Agreement.
16.5 Force Majeure: Neither Party shall be considered as being in default or liable for any delay in performance or for any non-performance caused by circumstances beyond the reasonable control of such Party, including but not limited to, acts of God, explosion, fire, pandemic/epidemic, flood, accident, strike or other labour disturbance, power outage, cyber- attacks, Epidemic/Pandemic, Lockdowns ( to the extend the performance of the obligations by either party are not possible through online mode ), or data breaches (to the extent beyond the reasonable control of IDfy) water outage, war (whether declared or not), sabotage, order or decree of any court, or action of any governmental authority, or other causes, whether similar or dissimilar to those specified, that cannot reasonably be controlled by the party who failed to perform (“Force Majeure Event”). A Party affected by the Force Majeure Event shall notify as soon as practicable the other Party of the occurrence of such event and subsequent restoration of normal conditions. Upon notification of the occurrence of the Force Majeure Event by the affected Party, the performance of the Services shall be considered suspended until the notification of restoration of normal conditions or if the achievement of the objectives of the Agreement is no longer possible at all or not to a satisfactory degree, until the parties’ decision to terminate the Agreement.
16.6 In the event a Force Majeure Event shall have occurred and be continuing for ninety (90) consecutive days, the Party not suffering such Force Majeure Event shall be entitled to terminate this Agreement or the relevant Statement of Work, effective immediately upon written notice to the Party suffering such Force Majeure Event.
16.7 Survival: The provisions of Clauses 1, 3.1, 4.3, 5, 6, 9, 10,13,14,15,16.1,16.6 and any other
provision which expressly or by their nature should survive termination shall survive the
expiry of the Term and termination of this Agreement.
16.8 Counterparts: This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this Agreement by signing any one or more of such originals or counterparts.