1.             Background

1.1.        MSI is in the business of providing Internet advertising services whereby MSI publishes third party advertisements on third party Internet websites and other Internet resources (each a “Site”).  Advertiser wishes to engage MSI to publish advertisements for Advertiser or its clients (the “Advertising Services”) as set forth in this Agreement.

1.2.        In this Agreement (including all referenced Schedules and Orders): (a) “Advertisements” means advertisements that Advertiser wishes MSI to Publish on Sites; (b) “Ad Content” means the content of Advertisements, the information, business, goods and services provided through or referenced in Advertisements, and the websites and other Internet locations and materials Users may access or link to through Advertisements or other Ad Content; (c) “Publish” means cause an Advertisement to be displayed to Users of Sites as specified in the applicable Order (defined in paragraph 2.2); and (d) “User” means an individual user of a Site as identified by the IP address of the user’s computer as determined by MSI based upon server data transmission logs provided by the Site or MSI systems.  Other capitalized terms are defined elsewhere in this Agreement, including the MSI Fee Schedule available on the MSI website at www.marketingsector.com (the “Fee Schedule”). 

2.             Engagement, Orders & Advertising Services

2.1.        Engagement and Orders:  Advertiser hereby engages MSI to provide Advertising Services to Advertiser during the term of this Agreement (the “Term”) pursuant to individual Orders (defined in paragraph 2.2).

2.2.        Order Processing:  Each time Advertiser wishes to request specific Advertising Services from MSI, Advertiser will sign and deliver to MSI a completed insertion order in the form prescribed by MSI from time to time (each an “Order”).  An Order submitted by Advertiser will not be binding on MSI unless and until MSI accepts the Order in writing.  MSI may in its discretion refuse to accept any Order.

2.3.        Advertising Services:  For each Order, MSI will Publish the Advertisements specified in the Order to achieve the Advertising Services metrics (the “Metrics”) specified in the Order and subject to such other restrictions, if any, specified in the Order. 

3.             Advertisements and Metrics

3.1.        Advertisements:  Advertiser will provide MSI with all Advertisements to be Published pursuant to this Agreement in accordance with the specifications and technical requirements prescribed by MSI.  Advertiser is solely responsible and liable for Advertisements and Ad Content, and will ensure that Advertisements and Ad Content strictly comply with this Agreement and the applicable Order.  MSI is not obliged to review or monitor Advertisements or Ad Content to determine if they comply with the requirements of this Agreement, but MSI may do so in its discretion.  MSI may in its discretion refuse to Publish any Advertisement MSI considers inappropriate or unsuitable.

3.2.        Advertiser’s Servers:  This provision applies if Advertisements will be accessed from Advertiser’s servers.  Advertiser will ensure that Advertiser’s servers: (a) are fully functional and operational 24 hours a day, 365 days a year; (b) immediately respond to requests for Advertisements by MSI’s servers; and (c) do not distribute anything to MSI’s servers except Advertisements.  Advertiser is solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage its servers and all equipment (including without limitation computer hardware and software) and services (including without limitation Internet access services) necessary for the operation of its servers.

3.3.        Changes/Placement:  Subject to the requirements expressly set forth in the applicable Order, MSI: (a) may change the size of Advertisements as Published, provided that the changes do not degrade or change the physical appearance (other than the size) of the Advertisements; and (b) will determine the positioning of Advertisements on Sites and the method of presentation (including pop-up, pop-under, banner or other presentation methods).

3.4.        Metrics:  MSI will determine the Metrics rendered in connection with each Order.  Absent manifest error, MSI’s determination of Metrics rendered in connection with each Order will be conclusive and binding upon Advertiser.

3.5.        Codes:  During the Term, Advertiser may access information regarding Metrics for each Order through MSI’s computer systems using access codes (“Codes”) provided by MSI.  Advertiser is fully responsible and liable for the security of the Codes and all use and misuse of the Codes.  Advertiser will keep the Codes secure and confidential at all times and not disclose the Codes to any unauthorized person.  Advertiser will ensure that all uses of the Codes comply with this Agreement.  Advertiser will immediately notify MSI if Advertiser knows or suspects any unauthorized access to or use of a Code.  MSI is not under any obligation to verify the actual identity or authority of any person using Codes.  MSI may immediately suspend or cancel a Code without any notice or liability to Advertiser or any other person if MSI considers the Code to be insecure or to have been used inappropriately.

3.6.        Privacy:  To protect privacy, MSI will not be obligated to disclose to Advertiser or any other person the names, contact information, URLs or other personal information of Users or persons that own or operate Sites.

4.             Compensation

4.1.        Fees:  In respect of each Order, Advertiser will pay to MSI the applicable fees (the “Fees”) based upon the rates specified in the Order, or if no such rates are specified the rates in the Fee Schedule.  MSI may in its discretion change the Fee Schedule from time to time without any prior notice to Advertiser or any other person by posting the amended Fee Schedule on MSI’s website, provided that the changes will not apply to Orders previously accepted by MSI.

4.2.        Taxes:  Fees are exclusive of all applicable federal, state, provincial, and municipal sales, use, value-added, property, excise, import, foreign, withholding and other governmental taxes, duties, charges, levies, fees, excises, tariffs and assessments, of any nature whatsoever now or hereafter imposed (collectively, “Taxes”).  Advertiser is solely responsible and liable for, and will pay to MSI, all Taxes (other than corporate income taxes payable by MSI) associated with, based on or due as a result of the Fees, and all related interest, penalties and expenses.

4.3.        Payments:  For each Order, MSI will prepare and deliver an invoice to Advertiser setting out the applicable Fees and Taxes payable to MSI.  Each invoice will be due and payable in accordance with the payment terms and method set forth in the Order or otherwise agreed to in writing by the parties.  MSI may deliver invoices to Advertiser by email.  MSI may require advance payment of an invoice before providing related Advertising Services.  Except as set forth in paragraph 9.2, advance payments of Fees and Taxes are non-refundable under any circumstances, including if Advertiser cancels the Order.  Advertiser will make payments by the methods (including wire transfer) set forth in the Order or otherwise prescribed by MSI in its discretion from time to time.  Overdue payments will be subject to interest at a rate of 1½% for each month (18% per annum) or fraction thereof that the payment is overdue, or the highest rate permitted by applicable law, whichever is lower.

4.4.        Withholdings:  Except to the extent required by law, all amounts payable to MSI under this Agreement are payable in full without any deduction or withholding.  If Advertiser is prohibited by law from making payments under this Agreement free of deductions or withholdings, Advertiser will pay such additional amounts to MSI as may be necessary to ensure that the actual amount received by MSI after deduction or withholding and after payment of any additional Taxes or other charges due as a consequence of the payment of such additional amounts will equal the amount that would have been received by MSI if such deductions or withholdings were not required.

4.5.        Costs/Equipment/Services:  Advertiser is solely responsible and liable for all costs and expenses incurred directly or indirectly by Advertiser arising from, connected with, or relating to Advertiser’s performance of its obligations under this Agreement. 

5.             Proprietary Rights

5.1.        Advertisements:  Advertiser or its clients will at all times own and retain all right, title and interest (including without limitation all intellectual property rights) in, to and associated with Advertisements, except that Advertiser (on its own behalf and on behalf of its clients) hereby grants to MSI a non-exclusive, royalty free, world-wide right and license during the Term to use (including without limitation access, load, execute, store, copy, reproduce, transmit, distribute, publish, publicly display and perform) the Advertisements as may be required to provide the Advertising Services and perform MSI’s obligations under this Agreement.

5.2.        Advertising Services:  MSI or its licensors will at all times own and retain all right, title and interest (including without limitation all intellectual property rights) in, to and associated with the Advertising Services and all related software and technologies.  Advertiser will not acquire any right, title or interest in, to or associated with Advertising Services or related software or technologies.

5.3.        Reservation:  All rights not expressly granted under this Agreement are reserved to the Parties.

6.             Confidential Information 

6.1.        Confidentiality Obligation:  By virtue of this Agreement, Advertiser may have access to information that is proprietary or confidential to MSI, including but not limited to information, in any form (whether written, electronic or oral) about this Agreement, the Advertising Services, Sites, and Users, and other information that derives actual or potential value from not being generally known or readily ascertainable or is clearly identified as confidential (collectively, “Confidential Information”).  Advertiser will: (a) use Confidential Information only as necessary to exercise its rights and perform its obligations under this Agreement; (b) disclose Confidential Information only to such persons and only to the extent that such disclosure is necessary to exercise its rights and perform its obligations under this Agreement; (c) both during and after the Term, maintain the strict confidentiality of Confidential Information using the same degree of care as it affords to its own confidential information of a similar nature which it desires not to be published or disseminated, and in no event less than reasonable care, to prevent the unauthorized use or disclosure of Confidential Information; and (d) ensure that each person to whom it discloses Confidential Information (including without limitation its clients) maintains the strict confidentiality of Confidential Information and fully complies with the requirements of this Section 6.

6.2.        Permitted Disclosures:  Notwithstanding the restrictions set forth in paragraph 6.1, Advertiser may disclose Confidential Information to the extent such disclosure is required by a valid order of a court, tribunal or governmental body or institution of competent jurisdiction and authority or by applicable law, provided that before making any such disclosure Advertiser gives reasonable notice to MSI of the potential disclosure and reasonably assists MSI in seeking a protective order preventing or limiting the potential disclosure or use of Confidential Information.

6.3.        Return and Destruction of Confidential Information:  At any time upon request by MSI and immediately upon termination of this Agreement, Advertiser will promptly: (a) deliver to MSI all originals and copies of Confidential Information and all documents, records, data and materials containing Confidential Information in Advertiser’s possession, power or control; (b) delete all Confidential Information from all of Advertiser’s computer systems, retrieval systems and databases; and (c) if requested by MSI, deliver to MSI a declaration signed by a senior Representative of Advertiser certifying that Advertiser has complied with this paragraph 6.3.

7.             Risk Allocation

7.1.        Representations and Warranties of Advertiser:  Advertiser represents and warrants to MSI that now and at all times during the Term:

(a)          Advertiser has the right, power, capacity and authority to enter into and perform its obligations under this Agreement;

(b)          Advertiser has all requisite consents, licenses, rights, authorizations and permissions from all interested persons, including without limitation Advertiser’s clients, and the right and full power and authority under all applicable laws to authorize and permit MSI to provide the Advertising Services;

(c)          all information provided by Advertiser to MSI in an Order or otherwise is true, accurate, current and complete;

(d)          each and every Advertisement and Ad Content: (i) complies with this Agreement; (ii) complies with all applicable laws (including without limitation laws regarding advertising, consumer protection, defamation, discrimination, gaming or gambling, Internet regulation, marketing, obscenity, pornography, data protection, privacy and spam) and all applicable community standards; (iii) does not infringe or violate the rights (including without limitation intellectual property, industrial property, moral, privacy and publicity rights) of any person; (iv) is not intended for or directed to persons under 13 years of age; (v) is not and does not contain, reference or distribute, directly or indirectly through links to other websites, any statements, messages, images or other materials that are abusive, contain nudity, deceptive, defamatory, derogatory, discriminatory, false, fraudulent, harassing, harmful, hateful, indecent, lascivious, lewd, libellous, misleading, objectionable, obscene, offensive, pornographic, profane, racist, sexist, sexually explicit, slanderous, threatening, violent, vulgar or otherwise objectionable or unlawful, or which advocate, depict, encourage, or tend to incite any such conduct, the commission of a crime or other unlawful activities (including pyramid schemes); and (vi) does not contain any intentional or unintentional virus, trojan horse, worm, time bomb, cancelbot, spyware, malware, disabling device or other computer code that may damage, disrupt, disable, compromise, degrade, harm, detrimentally interfere with, surreptitiously intercept or expropriate, interrupt, lock, disable, erase, limit the functionality or use of, or otherwise adversely affect, or facilitate unauthorized access to or use of, any Site or other websites, computer system, hardware, software, or telecommunications equipment, or any related data or information;

(e)          Advertiser is not aware of any Claims or Proceedings (defined in paragraph 8.2) arising from, connected with or related to any Advertisement or Ad Content; and

(f)           the possession and use (including without limitation the accessing, storing, coping, reproduction, transmission, distribution, publishing and display) of Advertisements and Ad Content by Advertiser and MSI and the provision of Advertising Services in respect of Advertisements and Ad Content by MSI does not and will not violate or infringe the rights (including without limitation intellectual property, industrial property, moral, privacy and publicity rights) of any person or result in the breach or violation of any applicable law (including without limitation laws regarding advertising, marketing, obscenity, pornography, gaming, spam, defamation and discrimination) or any applicable community standards or any statutory, contractual or other obligation or prohibition.

7.2.        Representations and Warranties of MSI:  MSI represents and warrants to Advertiser that MSI has the corporate power, capacity and authority to enter into this Agreement.

7.3.        Disclaimers:  The representations and warranties set forth in paragraph 7.2 are in lieu of all other representations, warranties, conditions and guarantees from MSI.  Except for the representations and warranties set forth in paragraph 7.2, the Advertising Services are provided “as is and with all faults”, and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including without limitation any representations, warranties, conditions or guarantees of or relating to: accuracy; capacity; completeness; delays; durability; errors; fitness for a particular purpose; lack of negligence, viruses or other harmful component, errors, or interrupted service; merchantability; non-infringement; performance; quality; results; suitability; timeliness; title; or workmanlike effort; all of which are hereby disclaimed by MSI to the fullest extent permitted by law.  Advertiser is solely responsible and liable for the selection of the Advertising Services to achieve the results desired by Advertiser and its clients.  Without limiting the generality of the foregoing: (a) MSI does not represent, warrant, or guarantee that Advertising Services will meet the needs or expectations of Advertiser or its clients or be free from errors or uninterrupted service; and (b) MSI is not responsible or liable for any Sites or Site content.  if Advertiser is dissatisfied with the Advertising Services, Advertiser’s sole and exclusive remedy is to terminate this Agreement.

7.4.        Exclusion/Limitation Of Liability:  Notwithstanding any other provision of this agreement, and to the maximum extent permitted by applicable law:

(a)         Exclusions:  MSI’s liability (if any) under this Agreement or otherwise is limited to direct damages suffered by Advertiser, and in no event will MSI be liable to Advertiser or any other person (including without limitation Advertiser’s clients) for any indirect, incidental, consequential, special, punitive or exemplary loss or damage, arising from, connected with, or relating to the Advertising Services, this Agreement, the subject matter of this Agreement, or otherwise, including but not limited to loss of data, information, business, markets, savings, income, profits, use, production, or goodwill, anticipated or otherwise (including without limitation by reason of any expenditures, investments, leases or commitments made in anticipation of the continuance or performance of this agreement), or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity);

(b)          Limitations: in no event will MSI’s total aggregate liability to Advertiser and any other person (including without limitation Advertiser’s clients) under this Agreement or any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity) exceed the lesser of: (i) the Fees paid by Advertiser in respect of the Order relating to the liability; or (ii) $1,000;

(c)          Release:  Advertiser hereby releases, remises and discharges MSI from all obligations, liabilities, claims or demands in excess of the exclusions and limitations set forth in this paragraph 7.4; and

(d)          General/Definition: this paragraph 7.4 applies regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by MSI or any person for whom MSI is responsible, and even if MSI has been advised of the possibility of the loss or damage being incurred; and in this paragraph 7.4, “MSI” includes MSI and its past, present and future Representatives (defined in paragraph 8.2), jointly and severally.

7.5.        Fair Allocation of Liability:  Advertiser acknowledges and agrees that this Agreement presents a fair allocation of risk and liability, and the provisions in this Section 7 are an essential part of this Agreement.

8.             Indemnity

8.1.        Indemnity:  Advertiser will defend, indemnify, and save and hold harmless MSI and its Representatives from and against all Claims and Proceedings directly or indirectly arising from, connected with, or relating to: (a) any negligence, misconduct or breach of this Agreement by Advertiser or any other person for whom Advertiser is under this Agreement or in law responsible; and (b) the Advertisements and Ad Content.  MSI and its Representatives will have sole control over the defence of and settlement negotiations with third parties relating to all third party Claims and third party Proceedings.  Advertiser will assist and co-operate as fully as reasonably required by MSI in the defence of all third party Claims and third party Proceedings.

8.2.        Definitions:  In this Agreement: (a) “Claims” means claims, counterclaims, complaints, demands, causes of action, liabilities, obligations, damages, losses, legal fees, costs, expenses and disbursements (including reasonable attorneys’ fees and court costs) of any nature or kind, whatsoever and howsoever arising, whether known or unknown, whether in law or in equity or pursuant to contract or statute, and whether in any court of law or equity or before any arbitrator or other body, board or tribunal; (b) “Proceedings” means actions, suits, proceedings and hearings of any nature and kind in any court of law or equity or before any arbitrator or other body, board or tribunal; and (c) “Representatives” means past, present and future directors, officers, employees, agents, representatives, service providers, subcontractors, suppliers, licensors, licensees, successors, heirs, executors, assigns, personal representatives and related persons and each of them.

9.             Term, Termination and Suspension

9.1.        Term:  This Agreement will be effective as of the Effective Date and remain in full force and effect unless and until terminated pursuant to this Agreement (the “Term”).  The term of each Order will commence on the effective date specified on the Order and expire when the Metrics specified in the Order has been achieved, unless terminated earlier pursuant to this Agreement or the terms of the Order.  Upon the termination of this Agreement for any reason, all then-current Orders will automatically and immediately terminate.

9.2.        Termination for Convenience by Either Party:  Notwithstanding any other provision of this Agreement, either Party may in its discretion terminate either (a) one or more Orders, or (b) this Agreement and all Orders, at any time for its sole convenience upon delivering to the other Party 24 hours prior notice of termination.  If an unfulfilled Order is terminated by MSI pursuant to this paragraph 9.2, MSI will refund to Advertiser any unearned portion of any advance payment of Fees and related Taxes pursuant to the terminated Order.

9.3.        Suspension of Services by MSI:  Notwithstanding any other provision of this Agreement, if Advertiser fails to make a required payment under this Agreement, or if MSI is notified of any proven or unproven allegation or claim, or has reason to believe, that any Advertisement, Ad Content or the Advertising Services, or any portion thereof, infringes or violates any applicable laws or any rights (including without limitation intellectual property, industrial property, proprietary rights or privacy rights) of any other person or is contrary to any of the provisions of this Agreement, then MSI may immediately suspend the provision of all or any portion of the Advertising Services without any notice to Advertiser or any other person.  No such suspension will be a breach of this Agreement by MSI, entitle Advertiser to a refund of fees, or give rise to any liability by MSI to Advertiser or any other person.

10.          General Provisions

10.1.     Interpretation:  In this Agreement: (a) a reference to “this Agreement” and other similar terms refers to this Internet Advertising Services Agreement and all referenced Schedules and Orders, each of which is incorporated herein by reference, as a whole and not just to the particular provision in which those words appear; (b) headings in this Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its provisions; (c) words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations, societies and corporations; (d) words importing the singular number only include the plural and vice versa; (e) words importing either gender include both genders; (f) references to a day, month, or year, mean a calendar day, month, or year, unless expressly indicated otherwise; and (g) references to currency are to the currency of the United States of America, unless expressly indicated otherwise.  To the extent that specific provisions of a Schedule or Order conflict with the terms and conditions of the main body of this Agreement, the provisions of the main body of this Agreement will take priority over the specific provisions of the Schedule or Order.

10.2.     Notices:  Except for Orders and Invoices (which may be transmitted by email), all notices to be given under this Agreement will be in writing and will be delivered by personal delivery, by overnight or express courier, or by facsimile transmission to a Party at the address and facsimile number indicated in this Agreement or at such other addresses and facsimile numbers as may from time to time be notified in writing by that Party pursuant to this paragraph 10.2.  A notice delivered personally or by courier will be deemed to have been received on the next business day following the date of such delivery.  A notice delivered by facsimile will be deemed to have been received on the next business day following the date of transmittal and acknowledgement of receipt by the recipient’s fax machine.

10.3.     Subcontractors: MSI may engage subcontractors and service providers to perform any or all of MSI’s obligations under this Agreement, provided that MSI will remain responsible for the performance of all of its obligations under this Agreement.

10.4.     Survival:  Notwithstanding any other provision of this Agreement, the following provisions of this Agreement, and all other provisions necessary to their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and will remain in full force and effect and be binding upon the Parties as applicable: Sections 4, 5, 6, 7, 8, 10.

10.5.     Force Majeure:  Notwithstanding any other provision of this Agreement, MSI will not be liable to Advertiser or any other person for any delay in performing or failure to perform any of its obligations under this Agreement to the extent performance is delayed or prevented due to any cause or causes that are beyond MSI’s reasonable control, including without limitation any: (a) act of God, accident, or natural disaster; (b) war, terrorism, or civil unrest; (c) labor, industrial or trade disputes or disturbances; (d) theft or sabotage; (e) failure, malfunction or unavailability of power, utilities, telecommunications, data communications, or related services; (f) act or omission by a government or court; or (g) applicable laws.  Any delay or failure of this kind will not be deemed to be a breach of this Agreement by MSI, and the time for MSI’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.

10.6.     Severability:   If any provision of this Agreement is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this Agreement would fail in its essential purpose.

10.7.     No Waiver:  No consent or waiver by a Party to or of any breach by the other Party in its performance of its obligations under this Agreement will be: (a) deemed or construed to be a consent to or waiver of a continuing breach or any other breach of those or any other obligations of that Party; or (b) effective unless in writing and signed by both Parties.

10.8.     Enurement and Assignment:  The provisions of this Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.  Advertiser may not assign this Agreement without MSI’s prior written consent, which consent may be withheld in MSI’s discretion.  MSI may assign or license all or any portion of its rights and interests under the Agreement as it sees fit in its discretion.  Advertiser’s clients are not parties to or beneficiaries of this Agreement.

10.9.     Cumulative Remedies:  Except as expressly set forth in this Agreement, the Parties’ respective rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies to which the Parties may be lawfully entitled under this Agreement or at law or equity, and the Parties will be entitled to pursue all of their respective rights and remedies concurrently, consecutively and alternatively.

10.10.  Records:  During the Term and for six (6) years after the end of the Term, each Party will create and retain all usual and proper records and books of account relating to the performance of its obligations under this Agreement.

10.11.  Further Assurances:  Each of the Parties will execute any further documents and do any further acts or things that may be necessary to implement and carry out the intent of this Agreement.

10.12.  Governing Law:  This Agreement (including all Schedules and Orders) and the subject matter of this Agreement and all related matters will be governed by, and construed in accordance with, the laws of British Columbia, Canada and applicable federal laws of Canada, excluding the United Nations Convention On Contracts For The International Sale Of Goods and any rules of private international law or the conflict of laws that would lead to the application of any other laws.

10.13.  Dispute Resolution:  All disputes, controversies and claims arising under, out of, in connection with, or in relation to this Agreement (including all Schedules and Orders), or the making or validity of this Agreement, or its interpretation, or any breach thereof, or the Advertising Services, or any related matters or any legal relationship associated therewith or derived therefrom (collectively “Disputes”) will be referred to and finally resolved by binding arbitration under the International Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre (the “BCICAC”) by one arbitrator appointed in accordance with those rules.  The arbitration will be private and confidential and will be administered by the BCICAC in accordance with its rules.  If the BCICAC is not operative, the arbitration will proceed ad hoc and be governed by the Commercial Arbitration Act (British Columbia).  The place of arbitration will be the City of Vancouver, British Columbia and the language to be used in the arbitration will be the English language.  Any awards rendered in any such arbitration are final and binding and judgment thereon may be entered in any court having jurisdiction for its enforcement.  Notwithstanding the foregoing, the Parties may seek appropriate judicial equitable remedies from the Supreme Court of British Columbia sitting in Vancouver, British Columbia regarding all Disputes prior to or during the arbitration of Disputes, and the Parties hereby irrevocably submit and attorn to the sole and exclusive jurisdiction of that court in respect of all such matters.

10.14.  Counterparts and Execution:  This Agreement may be executed in one or more counterparts, which may be delivered by facsimile transmission or electronically in PDF or similar secure format, and each counterpart when executed and delivered will be deemed an original, and all such counterparts will together constitute one and the same document.

10.15.  Complete Agreement:  This Agreement (including all Schedules and Orders) sets forth the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between them with respect to the subject matter of this Agreement.  This Agreement may be modified only by a written instrument signed by the Parties or their successors or permitted assigns.