Research Services Agreement
This Research Services Agreement (Agreement) is entered into by and between the undersigned Service Provider and Client (each a Party, collectively the Parties), effective as of the date of signature by both Parties (Effective Date).
WHEREAS, Service Provider is engaged in the business of providing political intelligence and research services and has developed certain deliverables that provide political intelligence and research results; and
WHEREAS, Client desires to retain Service Provider to provide services, and Service Provider is willing to perform such services under the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
1.1. Generally. Service Provider shall provide to the Client the services (and together with any deliverables in connection therewith, collectively, the Services) set out in one or more schedules of services to be issued by Service Provider and signed by both Parties (each, a Schedule of Services). Each Schedule of Services is enforceable according to its own terms and conditions, and in the event of a direct conflict between the language of this Agreement and any Schedule of Services, the language of the Schedule of Services shall control, but only with respect to that particular Schedule of Services and the specific item in question. The initial accepted Schedule of Services is attached hereto as Schedule 1 or shall completed and executed promptly after the Scoping Call (as such term is defined in Section 1.2 below). Additional Schedules of Services shall be deemed valid and binding only if signed by the Service Provider and the Client. Service Provider may from time to time in its discretion engage third parties to perform the Services without the approval or consent of Client.
1.2. Scope. The initial Schedule of Services, if not completed prior to or at the time this Agreement is executed, shall be determined during one or more conference calls between the Client and the Service Provider that occur promptly after the execution of this Agreement (the Scoping Call). During the Scoping Call, the Client shall decide which Services the Client will contract for, including which of the Service Provider’s products will be purchased or subscribed for, which candidate and election race will be the topic of the Services and the start date for the Services. Service Provider shall be obligated to provide only those Services expressly listed as such in a Schedule of Services. There shall be no implied Services. Service Provider shall be obligated to perform additional Services only if the Parties execute a new Schedule of Services or if the Parties execute a document amending, modifying or supplementing a Schedule of Services.
1.3. Performance Schedule. The projected Services schedule, and other timelines as may be outlined in a Schedule of Services are estimates only (the Performance Schedule). Service Provider will use commercially reasonable efforts to follow the Performance Schedule. Service Provider will use commercially reasonable efforts to provide Client with updated Performance Schedule information during the term of this Agreement.
1.4. Client Delay. If Service Provider’s performance of the Services or of Service Provider’s other obligations is prevented or delayed by any act or omission of Client or Client’s agents, subcontractors, consultants, or employees: (a) Service Provider shall not be deemed in breach of its obligations under this Agreement or any Schedule of Services and Service Provider shall not be otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay; and (b) Service Provider may adjust the Performance Schedule as determined by Service Provider in its sole discretion and Service Provider shall not be deemed in breach of its obligations under this Agreement or any Schedule of Services in connection with any such adjustment.
1.5. No Other Terms. This Agreement, including and together with any related exhibits, attachments, or Schedule of Services, supersedes all prior discussions and agreements between the Parties and constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein. This Agreement any each Schedule of Services may be modified, amended, or supplemented only by a written document signed by both Parties. Client further agrees and acknowledges that absent a mutually agreed written amendment to this Agreement signed by both Parties, the foregoing shall be true notwithstanding any representation, promise, statement, or inducement, whether oral or written, made by any employee or agent of Service Provider. Oral communications, whether person to person, by telephone, or by voice mail, shall not be considered a valid amendment or modification to this Agreement or to any Schedule of Services. The Parties agree that they are not relying on any representation or agreement not set forth in this Agreement.
2. Point of Contact
As provided in the applicable Schedule of Services, each Party shall designate an employee or agent of such Party (the Party’s Point of Contact) to act as its authorized representative with respect to all matters pertaining to this Agreement, with such designation to remain in force unless and until a successor Point of Contact is appointed upon notice to the other Party. Unless the Service Provider is otherwise notified in writing by the Client, the Point of Contact for the Client which registers for the Services online shall be the Client’s representative who so registers the Client. Point of Contacts will respond promptly to any reasonable requests from the other Party for instructions, information, or approvals required to perform the Services. If Client’s Point of Contact does not respond to any of Service Provider’s requests in a prompt and diligent manner, Service Provider may, in its discretion, conclude that the Services have been fully completed, with all Fees and Expenses payable hereunder in accordance with this Agreement. Client expressly acknowledges that Service Provider may assign any of its personnel to the services and has no right to the assignment of any specific Service Provider personnel to the Services. Meetings may be held virtually (i.e. via Microsoft Teams, Zoom or similar technology) in satisfaction of any meeting requirements or requests hereunder.
3. Fees, Rates, and Expenses
3.1. Generally. In consideration of the provision of the Services and the rights granted to Client under this Agreement, Client shall pay Service Provider the fees as provided in the applicable Schedule of Services without set-off, counterclaim or deduction (the Fees).
3.2. Hourly Rate. Where the applicable Schedule of Services provides that Services will be provided on an hourly basis, and in the event that additional Services are performed by Service Provider, each will be billed on an hourly basis at the rates set forth in the Schedule of Services. Unless otherwise provided in a Schedule of Services, all hourly Services will be billed in fifteen (15) minute increments at the rates set forth in the applicable Schedule of Services.
3.3. Invoices. Invoices for Fees will be prepared and sent electronically, as applicable, (a) on the date(s) set forth on the Schedule of Services or (b) on a monthly basis, and will be due and payable in accordance with Section 4.
3.4. Expenses. Client shall reimburse Service Provider for all reasonable expenses (Expenses) incurred by Service Provider in connection with the performance of the Services and in furtherance of applicable the Schedule of Services. Service Provider will bill such Expenses to Client at its cost, without markup. Service Provider will issue invoiced Expenses to Client on a monthly basis, accompanied by receipts and reasonable supporting documentation.
3.5. Taxes. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or regarding, Service Provider’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
4. Payment
4.1. Generally. Payment of Fees and Expenses are due and payable in full within the time period stated on the applicable invoice. Payment may be made via credit card, ACH or wire transfer, and if the Client did not register for the Services online, by check. If Client elects to pay by corporate bank account, payment must be processed via online ACH transaction with a bank which supports electronic ACH clearance. All Fees and Expenses are payable to Service Provider and non-refundable irrespective of whether any particular outcome or result is achieved.
4.2. Late Payments. Payment of Fees and Expenses shall be considered late if unpaid within fifteen (15) days of the applicable invoice date. Any unpaid invoice balance shall bear interest at the lesser of (a) the rate of 1.5% per month, and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Service Provider for all reasonable costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees.
5. Service Provider’s Obligations
Service Provider shall perform the Services: (a) in accordance with the terms and subject to the conditions set out in the respective Schedule of Services and this Agreement; (b) using personnel of industry standard skill, experience, and qualifications; and (c) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. Service Provider’s research services and results of the research are fact driven, based on information that is available through Service Provider’s extensive research resources. It is impossible for Service Provider to guaranty that its research results will be one hundred percent accurate and disclose all possible facts and information about a research subject, and Service Provider shall have no liability to Client for any such non-disclosure or for any errors, omissions or inaccuracies associated with any content or deliverables.
6. Client Obligations
6.1. Client shall respond to Service Provider’s requests for direction, information, and approval (email acceptable) that is reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement. Client shall also be responsible for attending all scheduled meetings, and any missed or rescheduled meetings without at least 5 days’ written notice may result in a change in the Performance Schedule without any liability to Service Provider.
6.2. Client shall perform such tasks as may be necessary to use the Services in connection with the Client’s business operations, as Client’s sole cost and expense.
6.3. Client is solely responsible for: (a) the security and backup of the Client’s materials and other Client data, (b) archiving and verifying all Client materials and other Client data on a daily basis, (c) keeping all computer software and other applications on Client’s systems and network current with the latest security patches and updates, (d) protecting Client’s systems and network from unauthorized access, and (e) using up-to-date encryption technology or other appropriate means to protect the security of Client’s materials and other data. Service Provider shall have no liability for Client’s failure to fulfill any of its responsibilities set forth in this Section 6.3, nor for any unauthorized interception, disclosure or access to Client materials or other data. Service Provider is not responsible for any of Client’s software or software licenses or subscriptions all of which are the sole and exclusive responsibility of Client.
7. Compliance
The Parties agree to take all reasonable measures to comply with the requirements of all laws, rules, regulations, and ordinances relating to the Services provided.
8. Term and Termination
8.1. Term. This Agreement shall commence on the Effective Date and terminates upon either the completion of the Services under all Schedules of Services, and full payment of the final invoice, or the termination by either Party in accordance with Section 8.2 (the Term).
8.2. Termination. (a) Client shall have the right to terminate this Agreement upon Service Provider’s material breach of the terms and conditions hereof (i) upon thirty (30) days advance written notice to Service Provider describing with specificity all alleged deficiencies in Service Provider’s performance hereunder and (ii) Service Provider’s failure to cure the breach within said thirty (30) day period. Client shall also have the right to terminate any subscription service the Client contracted for upon thirty (30) days advance written notice to Service Provider, if the candidate that is the subject of the subscription service is no longer a candidate for the applicable electoral race. (b) Service Provider shall have the right to immediately suspend the performance of Services if Client fails to make payment within the time required under this Agreement. Service Provider shall also have the right to immediately terminate this Agreement (i) in the event that Client fails to make payment when due and such failure continues for fifteen (15) days after Client’s receipt of written notice of such failure to pay; or (ii) in the event that Client fails to make payment when due more than two (2) times in any six (6) month period. (c) In the event of termination by either Party pursuant to this Section 8.2, Client will pay the Service Provider for all Fees and Expenses incurred through the date of termination. In the event of termination by Client prior to completion of the Services for any reason: (i) Client shall not be entitled to any refund of any prior deposit or payments; and (ii) Service Provider shall use commercially reasonably efforts to finish work in progress for Client prior to the termination date.
9. Confidentiality
9.1. Generally. From time to time during the term of this Agreement, either Party (as the Disclosing Party) may disclose or make available to the other Party (as the Receiving Party), non-public, proprietary, and confidential information of Disclosing Party (Confidential Information). (a) Confidential Information is any information that is treated as confidential by a Party, including but not limited to all non-public information about: (i) present or future business and marketing plans; (ii) financial statements; (iii) information pertaining to agreements with third party customers or facilities; (iv) information regarding independent contractors and employees including, but not limited to, names, addresses, contact information, lists or records; (v) information concerning the Party’s financial structure and methods and procedures of operation; (vi) individually identifiable information; (vii) business affairs, products or services, intellectual property rights, trade secrets; and (viii) other sensitive or proprietary information. (b) Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 9; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by Receiving Party without using any Confidential Information.
9.2. Non-disclosure and Restricted Use. With respect to Confidential Information, the Parties agree that, during the Term and at all times thereafter, the Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If, however, the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. This Section 9.2 shall be considered a material provision of the Agreement.
9.3. Return of Materials. Upon the termination of this Agreement for any reason, or at any time at either Party’s request, the other Party will deliver promptly to the requesting Party all Confidential Information, and all other papers or materials, and any copies thereof (in any form) in a Party’s possession or control received from the other Party or otherwise relating in any way to either Party’s business.
10. Non-solicitation
During the Term and for two (2) years after this Agreement terminates for any reason, Client will not, on Client’s behalf or for or on behalf of any other party, (i) induce of encourage any individual that was an employee of the Service Provider during the Term to leave the employment of Service Provider or (ii) employ or solicit for employment or contract for services any individual or entity whom Service Provider employed or contracted in connection with the Services and with whom Client had any work-related contact, including in any supervisory, reporting, collaborative, or advisory context. Client agrees that, in the event of a breach or threatened breach of this provision, in addition to any remedies at law, Service Provider, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.
11. No Exclusivity
Client acknowledges that Client has no right to be exclusively provided services by Service Provider and understands that Service Provider may provide similar services to any other person or entity.
12. Non-Disparagement
Neither Party will at any time make false, disparaging, denigrating or misleading statements about the other Party, including its products, services, management, employees, customers, or suppliers. Any and all disputes and complaints that Client may have with respect to the Services shall be communicated only to Service Provider and not to any third party other than Client’s legal advisors.
13. Intellectual Property
13.1. Work Product. Neither Party shall assume any rights or interest in the other Party’s intellectual property that was developed or owned prior to this Agreement. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, Intellectual Property Rights) developed or owned prior to this Agreement shall remain the property of the Party that developed or owned such property. Upon payment in full by the Client of all amounts due under a Schedule of Services, all rights and interests in and to any products, documents or materials that may be deemed intellectual property and are developed under this Agreement or prepared by Service Provider in the course of performing the Services along with any product and deliverable prepared by the Service Provider in performing the Services (collectively, the Work Product) shall be solely owned by Client; provided that Service Provider shall retain a perpetual, non-exclusive, royalty-free license to use the Work Product in its business and make derivative works therefrom so long as Service Provider does not disclose, sell or assign, in any capacity, its rights in said Work Product to any third party in violation of any law and does not disclose the Client’s Confidential Information or identity, information from which the Client’s identity could be ascertained, or the relationship between the Client and the Service Provider.
13.2. Portfolio. Client agrees and authorizes Service Provider to display Client’s name and a brief general description of the Services performed for Client (without identifying the Client or any information from which the Client’s identity could be ascertained) as part of Service Provider’s portfolio and in public forums, including websites, media platforms, magazine articles, and books.
14. Warranties
14.1. Mutual Warranties. Each Party represents and warrants to the other that it: (a) owns or otherwise has license to any and all intellectual property, trademarks, material, and/or copy provided for use in the scope of this Agreement; (b) is organized and existing under the laws of its jurisdiction of formation; (c) has the requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder; (d) the execution and delivery of this Agreement and the performance by it of its obligations hereunder have been authorized by all requisite corporate action; and (e) this Agreement has been validly executed and delivered by it, and, assuming that this Agreement has been duly authorized, executed, and delivered by the other Party, constitutes a valid and binding obligation of it, enforceable against it in accordance with its terms.
14.2. Disclaimer of Warranties. Except for the warranties set forth above, to the fullest extent permitted by applicable law, ALL SERVICES, AND WORK PRODUCT ARE PROVIDED “AS IS” AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT HEREBY ARE DISCLAIMED. SERVICE PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR WORK PRODUCT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OR ACHIEVE ANY INTENDED RESULT.
15. Indemnification
15.1. Subject to the limitations set forth in Section 17, each Party shall indemnify and hold harmless the other Party, its affiliates, successors and assigns, and any of their respective directors, managers, officers, governors, members, employees, subcontractors, and agents from and against any claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of (a) any third party claims for bodily injury or death of any person or physical damage to tangible property arose as a result of any act or omission of the other Party of its obligations hereunder; (b) such Party’s breach of its covenants, agreements, representations and warranties under this Agreement; (c) such Party’s negligence, gross negligence, or willful misconduct; and (d) such Party’s violation of applicable law.
15.2. The Party seeking indemnification hereunder shall (a) promptly provide the indemnifying Party written notice of the details of such claims by the indemnified Party. The indemnifying Party shall have the right to sole control of the defense and all related settlement negotiations of all such claims, related lawsuits or proceedings. The indemnified Party shall provide to the indemnifying Party such reasonable assistance, information, and authority as is reasonably necessary to perform the above. In no event shall the indemnified Party be responsible for any settlement or compromise made without the indemnified Party’s consent, and the indemnifying Party shall not enter into any settlement or compromise which shall affect the indemnified Party without the indemnified Party’s consent.
16. Insurance
The Parties shall each maintain and carry, at their own expense, insurance with financially sound and reputable insurers, in full force and effect that includes, but is not limited to, commercial general liability and any other such insurance as is reasonably required in connection with this Agreement or any applicable Schedule of Services. The Parties agree to provide a certificate of insurance evidencing such coverage upon written request by the other Party. The Parties agree that each shall provide the other Party with thirty (30) days advance written notice in the event of a cancellation or material change in the respective Party’s insurance policy.
17. Limitation of Liability
17.1. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL A PARTY OR ITS OWNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE UNDER THIS AGREEMENT OR ANY SCHEDULE OF SERVICES OR OTHERWISE FOR DAMAGES THAT ARE OR INCLUDE LOST REVENUES OR LOST PROFITS, OR FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY SCHEDULE OF SERVICES OR ANY SERVICES PERFORMED, OR FOR ANY DAMAGES CAUSED BY DELAY IN FURNISHING SERVICES UNDER THIS AGREEMENT OR ANY SCHEDULES OF SERVICES, EVEN IF THEY WERE FORESEEABLE OR IF A PARTY HAD BEEN INFORMED OF THEIR POTENTIAL.
17.2. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE EXTENT OF LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY HEREUNDER IS LIMITED TO SERVICE PROVIDER’S CORRECTION OF ANY DEFECTIVE SERVICES PERFORMED HEREUNDER, AND CLIENT SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES, WHETHER IN CONTRACT, TORT OR OTHERWISE. UNDER NO CIRCUMSTANCES SHALL A PARTY’S LIABILITY HEREUNDER EXCEED THE AMOUNT SERVICE PROVIDER RECEIVED FROM CLIENT WITHIN THE ONE YEAR PERIOD PRIOR TO A CLAIM, FOR THOSE SERVICES PERFORMED BY SERVICE PROVIDER HEREUNDER. SERVICE PROVIDER SHALL BE GIVEN A REASONABLE OPPORTUNITY TO INVESTIGATE ALL CLAIMS MADE BY CLIENT, AND UNDER NO CIRCUMSTANCES SHALL CLIENT BE PERMITTED TO SET OFF OR CREDIT ANY AMOUNTS DUE AND OWING TO SERVICE PROVIDER HEREUNDER.
17.3. The provisions of this Section 17 shall be applied to the fullest extent of the law, but if any portion of this Section 17 is determined to be unenforceable or unlawful, then this Section shall be construed to limit liability against a Party to the fullest extent possible under the law.
18. Force Majeure
Service Provider shall not be deemed to be in default of any of its obligations hereunder to the extent that the performance thereof is delayed or rendered impossible by acts of God, war, civil commotion, governmental action, fire, storm, flood, explosion, strikes, pandemics, walkouts, other industrial disturbances, or any other cause, whether of the same or different nature, which is beyond its reasonable control. Should failure or delay in completion of Services or obligations under this Agreement be delayed for causes beyond the control of, or without the fault or negligence of the Service Provider, the time for performance shall be extended for a period equal to the delay.
19. Notices
All notifications required to be sent under this Agreement shall be sent to either Party at the address contained on the signature page to this Agreement or such other address as may later be designated. Unless otherwise agreed herein, all notices must be delivered by either personal delivery, email (with confirmation of transmission), nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.
20. Relationship of the Parties
The relationship of the Service Provider to the Client is that of independent contractor. Subject to applicable law, the details of the method and manner for performance of the Services by Service Provider shall be under its own control, Client being interested only in the results thereof. Service Provider shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
21. Assignment
Client may not assign any rights, or delegate or subcontract any obligations, under this Agreement without Service Provider’s prior written consent. Any assignment in violation of the foregoing will be deemed null and void. Service Provider may freely assign and subcontract its rights and obligations under this Agreement and performance of the Services at any time without approval or consent of Client.
22. Binding Effect
Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the Parties hereto and their respective successors and assigns.
23. No Third-Party Beneficiaries
Nothing in this Agreement, express or implied, confers on any other person or party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
24. Severability
The rights and remedies of a Party referenced in this Agreement are cumulative and nonexclusive of one another and a Party’s covenants and agreements contained herein are severable and independent of one another. Further, the Parties have, in good faith, used their best efforts to make the covenants in this Agreement reasonable in all respects and do not anticipate or intend that any court of competent jurisdiction would conclude otherwise or would find it necessary or appropriate to reform any such covenant. However, if any provision of this Agreement or any associated Schedule of Services is legally declared invalid or unenforceable, such provision shall be ineffective only to the extent of such invalidity, illegibility, or unenforceability so that the remainder of that provision and all remaining provisions of this Agreement or any Schedule of Services shall be valid and enforceable to the fullest extent permitted by applicable law.
25. Waiver
No term or provision of this Agreement may be waived or modified unless in writing and signed by the Party against whom such waiver or modification is sought to be enforced. Except as otherwise set forth in this Agreement, the failure of either Party at any time, or for any period of time, to enforce any provision of this Agreement will not be construed as a waiver of such provision or of the right of such Party thereafter to enforce each and every such provision.
26. Dispute Resolution
Each Party agrees that any dispute between the Parties relating to this Agreement will first be submitted in a written notice to the designated senior executives of Service Provider and Client who will meet in an effort to resolve such dispute. In the event the executives are unable to resolve the dispute within thirty (30) days of receipt of such notice, either Party may file suit or, if both Parties agree, submit the dispute to mediation.
27. Governing Law and Forum Selection
Any and all claims arising out of or related to this Agreement and the Parties’ rights and obligations hereunder will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, including its statutes of limitations, without regard to its conflict of laws rules. Any litigation arising out of or relating to this Agreement will be commenced and conducted only in a federal or state court in Fairfax County, Virginia. Each Party hereby consents to the exclusive jurisdiction and venue of such courts for such purpose and hereby waives any objection that such Party might otherwise have to jurisdiction and venue in such court.
28. Waiver of Jury Trial
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHTS TO A TRIAL BY JURY AND AGREES THAT ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY SCHEDULE OF SERVICES SHALL BE DECIDED BY A JUDGE.
29. Survival
The provisions of this Agreement relating to indemnification, limitations on liability, warranty limitations and disclaimers, resolution of disputes, billing, and Client’s obligation to pay for the Services provided, shall survive the termination of the Agreement and the termination of the Services.
30. Captions
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.
31. Counterparts
This Agreement may be executed in two or more counterparts, each of which when so executed and delivered (including electronic delivery by PDF) shall be deemed an original and all of which together will constitute one and the same instrument.