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Independent Contractor Agreement

This Independent Contractor Services Agreement (this “Agreement“) is made effective as of November 1, 2024 (the “Effective Date”) and is entered into between:

  1. Yardly Inc., an Alberta corporation having a principal place of business at PO Box 95067, RPO Whyte, Edmonton, AB T6E 0E5 (“Yardly”) and  
  2. [Insert Name of Individual] (“You”). 

WHEREAS

  1. Yardly wishes to retain You as an independent contractor to provide Seasonal Maintenance Services (as defined below); 
  1. You represent and warrant that You have the requisite skills, experience and tools to provide the Seasonal Maintenance Services; and
  1. You wish to provide the Seasonal Maintenance Services as an independent contractor based on the terms and conditions as outlined in this Agreement. 

NOW, THEREFORE, in consideration of the mutual promises and obligations contained in this Agreement, the value and sufficiency of which are acknowledged, You and Yardly (collectively, the “Parties” or individually, a “Party”) hereby agree as follows.

  1. DEFINITIONS 
    1. In addition to terms defined elsewhere in this Agreement, the following capitalized terms bear the following meanings:
      1. “Yardly Technology” means any mobile applications, web applications and other technologies used or provided by Yardly to facilitate connections between You and Clients. 
      2. “Services Contract” means an agreement concluded through Yardly consisting of a request for Seasonal Maintenance Services initiated by a Client and which is distributed to You based on service scope and location involving either a single visit or recurring visits.  
      3. “Seasonal Maintenance Services” means the seasonal maintenance services that You are required to provide from the available list set out in the Yardly provider service guides, including, but not limited to, lawn and yard maintenance, weed control & fertilization, leaf removal services, snow removal, yard clean-up or other maintenance services as updated from time to time. 
      4. “Client” means a person who is a registered customer of Yardly and who books Seasonal Maintenance Services on behalf of themselves or others.
  2. ENGAGEMENT AND NATURE OF RELATIONSHIP
    1. Term. The Agreement shall commence on the Effective Date and will remain in full force and effect unless or until terminated in accordance with the terms of Section 12 of this Agreement (the “Term”).
    2. Engagement; Non-Exclusivity.  Subject to the terms of this Agreement and satisfactory passing of any verification tests, Yardly appoints You on a non-exclusive basis as an independent yard maintenance provider on behalf of Yardly for the Term of this Agreement. It is understood that no promises or representations whatsoever have been made as to the potential number of Seasonal Maintenance Services Contracts that You can expect at any time during the Term of this Agreement. This Agreement does not provide any right for You to be offered any minimum number of Services Contracts whatsoever and You remain in control of Your status as actively available to accept new Services Contracts. Furthermore, nothing in this Agreement shall be interpreted as requiring You to provide Seasonal Maintenance Services exclusively to Yardly or its Clients. You remain free to provide similar services to third parties. 
    3. Provider Status and Eligibility for Services Contracts  When registering with Yardly to provide Seasonal Maintenance Services You must identify the maximum number of active Services Contracts You would like to be assigned at any given time. You will be required to submit a copy of one piece of valid government-issued identification, such as a Driver’s License, in order to register as a Seasonal Maintenance Services Provider with Yardly. 
    4. Independent Status; No Agency.  You acknowledge that You will at all times be an independent contractor and not an employee, agent, joint-venturer, associate or partner of Yardly. For greater certainty, You are solely responsible for your own statutory remittances including, but not limited to, income tax, CPP, EI, employer health tax, and any other similar taxes or contributions as are legally required.  You represent and warrant to Yardly that You understand and agree that You are not an employee of Yardly and will not be entitled to (a) participate in any of Yardly’s employee plans, programs, or benefits whatsoever, now existing or hereinafter established from time to time; or (b) receive any vacation time/pay, public holiday pay, paid leaves of absence, or any other statutory or contractual benefits which are only granted to employees of Yardly. Without limiting the generality of the foregoing, You shall have no authority, without the written authorization of Yardly, to bind Yardly in any act, promise, representation, or contract, or to bind Yardly to perform any obligations to any third party. You shall not hold yourself out as being employees, partners, affiliates, or agents of Yardly.  
    5. Indemnification for Taxes. You agree to indemnify and save Yardly and its owners, officers, directors, employees, and agents harmless from and against all claims, actions, demands, suits, liabilities, losses, expenses, penalties, interest, costs, or damages of every nature and kind whatsoever which Yardly or its owners, officers, directors, employees or agents may have or suffer, against any order, penalty, interest, taxes or contributions that may be assessed against Yardly due to your failure to make any such withholdings, remittances or registration, or to file any information required by any law.
  3. BACKGROUND CHECKS AND VERIFICATION OF CREDENTIALS 
    1. Represented Credentials.  You represent and warrant that You have provided accurate information to Yardly about your background, experience and credentials prior to entering into this Agreement. 
    2. Background Checks. You have agreed to provide an acceptable criminal background check and other verification checks as may be required by Yardly from time to time. You shall execute and return all required documentation and consent forms to Yardly to allow Yardly to conduct the background checks. Yardly reserves the right to carry out investigations to determine that You are and remain qualified, able, and suitable to perform Seasonal Maintenance Services with the required care, skill, diligence, and concern for Yardly’s Clients and their property. 
  4. SERVICE STANDARDS
    1. Performance Standards.  You shall have sole discretion as to the management of your business, time, and resources. However, You also agree to adhere to the Basic Services Standards set out in Section 4.2 below which are service standards required of any providers engaged by Yardly and are intended as guidelines for best practices when providing services to Clients. You shall use all reasonable skill, care, and due diligence expected of professionals in like circumstances and consistent with all applicable industry standards, currently recognized in the yard maintenance industry when performing the Seasonal Maintenance Services. Yardly may keep track of the quality of the Seasonal Maintenance Services performed by You. This may be done using a combination of customer feedback and data analysis. Summaries of this information may be sent to You periodically.  
    2. Basic Service Standards.  Client satisfaction and trust are of great importance to Yardly. Although Yardly does not control the manner in which You provide the Seasonal Maintenance Services, Yardly requires and expects that You will meet the following minimum service standards:  
  1. At all times behave in a respectful manner to Clients;
  1. Complete Services Contracts on the scheduled dates defined by the service details of each contract 
  1. Leave the physical site where any Seasonal Maintenance Services are performed in a neat condition and not damage or disfigure such premises in any way;
  1. To collect, store and keep all details and information regarding Clients confidential; 
  1. To arrive at the agreed time for appointments with the Client and to give advance warning of any unavoidable delay to Yardly, who will then notify the Client that You will be delayed;
  1. Submit to Yardly, via the supplied App, before and after pictures of the work site, along with a record of the Seasonal Maintenance Services performed, and the date and time the Seasonal Maintenance Services were performed;
  1. To carry out the Seasonal Maintenance Services in a good, complete, and workmanlike professional manner;
  1. Comply with the Terms of Use for the Website;
  1. To comply with all applicable laws, statutes, rules, and regulations relating to the provision of the Seasonal Maintenance Services;
  1. You are responsible for any revisits necessary to complete any in-scope Seasonal Maintenance Services to satisfy Client expectations. Yardly will only provide additional pay for any work that is outside of the scope defined in the original Services Contract; and
  1. To use supplied Yardly branding material when visiting Yardly Clients to display yourself as a certified Yardly service provider.
  1. SEASONAL MAINTENANCE SERVICES
    1. Client Engagements.  Each offer to perform Seasonal Maintenance Services will be initiated by a Client request and distributed by Yardly and will typically include the location of the Client, the frequency of service, and the nature of the Seasonal Maintenance Services requested. 
    2. Tools. You are responsible for providing all necessary tools and equipment directly or indirectly required, including, but not limited to, vehicles, shovels, gardening tools, appropriate clothing and footwear, and cell-phone, and any and all supplies required for the performance of Seasonal Maintenance Services pursuant to this Agreement. Yardly shall not have any responsibility or obligation to provide You with any tools.   
    3. Notice of Injuries.  You shall promptly notify Yardly of any injury, death, loss, or damage to persons or property which is in any way related to the Seasonal Maintenance Services performed under this Agreement or happens at the home of someone receiving such Seasonal Maintenance Services, regardless of whether such injury, death, loss or damage was caused or contributed to by You.    
    4. Safe Conditions.  Yardly does not perform background checks on or pre-screenings for its Clients. You agree that it is your responsibility to assess safety and security when you arrive at the contract location and to decide whether to proceed with service delivery. You are responsible for your own safety and for the safe performance of all Seasonal Maintenance Services under this Agreement. If You deem a particular situation unsafe, You agree to immediately notify Yardly and may withdraw from the engagement without breach. You must notify Yardly of your withdrawal and termination of the Services Contract, and Yardly shall then notify the Client of the termination. 
  2. FEES AND PAYMENT  
    1. Pricing.  Yardly will, in its sole discretion, determine the prices for the Services Contracts and may update the prices for such Services Contracts from time to time. A price list for all Seasonal Maintenance Services and surcharges will be provided to You at the start of each season and updated as needed. 
    2. Payments for Seasonal Maintenance Services.  Clients will pay all fees for Seasonal Maintenance Services directly to Yardly in advance of receiving the Seasonal Maintenance Services. Yardly will remit to the Contractor a portion of the fees paid to Yardly by the Clients for the Seasonal Maintenance Services provided by Contractor on a bi-monthly basis (the “Fees”).  Payments to the Contractor occur on the 15th and 30th of each month and are contingent upon the number of jobs completed within a monthly period and the specific fee structure charged to each Client. Due to the potential variability of work value performed each month (e.g. customer service acquisitions and/or cancellations), payments are structured as shown in the following example:

a.    For work completed during the month of May, an advance payment occurs on May 30th and is equivalent to 40% of the entire payments made in the previous month of April. The second payment for May, which occurs on June 15th, is a reconciliation of payment owed for the entire month of May and is equal to the total value of May work completed, less the 40% advance made on May 30th.

b.  This process continues in subsequent months, when the next payment will be made on June 30th, which will be an advance of 40% of the total value of work completed in May.

  1. Yardly will also provide a statement detailing the Services Contracts associated with those Seasonal Maintenance Services. The Contractor is encouraged, but not required to keep records of each completed Services Contract. 
  2. Expenses.  You are responsible for the payment of all out-of-pocket expenses incurred in the performance of the Seasonal Maintenance Services, including, but not limited to, travel costs, clothing, safety devices, cellular phone, vehicular costs, training materials, or courses. In no circumstances will Yardly be liable to You for any other amounts, including, but not limited to, travel time, time spent administering your business or scheduling appointments, and any costs or time incurred by You in relation to appointments that are canceled by the Customer (as applicable).
  3. Tax Status.  If required, You will register for GST/HST, QST, or other value-added taxes (collectively, “Sales Taxes”). You are solely responsible for reporting and remitting such Sales Taxes to the appropriate government authority. The Fees paid to You pursuant to Section 6.2 shall be inclusive of all Sales Taxes unless indicated otherwise. 
  4. Damage Expenses.  You are responsible for any property damage that may have occurred while servicing a property. You must inspect the Client’s property and send Yardly photos of any potential damage before commencing the Seasonal Maintenance Services on the Client’s property. In the event that You cause damage or are considered to be the probable cause of damage, it is your responsibility to repair or replace the damaged property. Any associated costs incurred by Yardly with respect to any damage caused or contributed to by You will be deducted from the Fees payable to you under Section 6.2.  
  5. YARDLY INFORMATION TECHNOLOGY  TERMS 
    1. Access to Yardly Technology. Yardly shall make available to You certain Yardly Technology as may be required from time to time to facilitate communication between You and Clients.  
    2. Use of the Yardly Technology.  In using Yardly Technology, You agree that You will not: 

(a) copy or distribute any part of the Yardly Technology without Yardly’s prior consent; 

(b) alter or modify any part of the Yardly Technology;

(c) upload, post, email, transmit, or otherwise make available through the Yardly Technology: 

  1. any material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
  2. any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm Clients in any way; 
  3. any unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; 
  4. any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or that compromises any person’s privacy; 

(d) Impersonate any person or entity or misrepresent your affiliation with a Yardly or any other person or entity; and 

(e) interfere with or disrupt the Yardly Technology or disobey any requirements, procedures, policies, or regulations of networks connected to the Yardly Technology or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures.

  1. REPRESENTATIONS AND WARRANTIES.
    1. Yardly Warranties.  Yardly represents and warrants that it has all rights required to provide access to the Yardly Technology and Yardly further represents and warrants that it has the authority and the legal right to enter into and to perform its obligations under this Agreement.
    2. Provider Warranties.  At all times during the Term of this Agreement, You represent and warrant that:
  1. If required by law, You are duly registered or have applied to become duly registered under the Excise Tax Act for the purposes of the Sales Taxes in respect of your business and will so remain registered throughout the Term of this Agreement.
  2. You will, at your own expense, obtain all permits (other than building permits), licenses, and certifications that may be required under any applicable federal, provincial, municipal, or other local law, rule, regulation, or ordinance to perform the Seasonal Maintenance Services in accordance with the terms and conditions of this Agreement and any and all Services Contracts.
  3. If You are not a citizen or permanent resident of Canada, You hereby represent and warrant that You have obtained a valid work permit that enables You to legally work in Canada and that allows You to provide the services that You will be performing pursuant to this Agreement.  You further represent and warrant that You have complied with all Canadian immigration laws, rules, and regulations and that your work permit will remain valid for the duration of your contract with Yardly.
  4. There are no actions, suits, or proceedings, pending or threatened, which will have a material adverse effect on your ability to fulfill your obligations under this Agreement, and You will immediately notify Yardly if, during the Term of this Agreement, You become aware of any action, suit or proceeding, pending or threatened, which may have a material adverse effect on Your ability to fulfill the obligations under this Agreement or any Services Contract.
  5. Comply with any and all applicable federal, provincial, municipal, and other local laws, rules, regulations, and ordinances applicable to You concerning the Seasonal Maintenance Services performed pursuant to this Agreement.
  6. Promptly pay and discharge all license and certification fees and business, use, sales, gross receipts, income, property, or other similar or different taxes or assessments which may be charged or levied upon You by reason of the performance of the Seasonal Maintenance Services pursuant to, or arising out of or in connection with, this Agreement.
  7. You shall act honestly and in good faith and in a manner that will not harm the goodwill and reputation of Yardly.
  8. Disclaimer of Implied Warranties. Except for the express warranties provided in this Agreement, neither Party makes any representations or warranties of any kind.
  9. INSURANCE 
    1. Insurance Coverage.  You are required to procure and maintain through the Term of this Agreement, the following insurance coverages:
  10. Commercial general liability insurance with a per occurrence limit of at least $2,000,000 which insures against bodily injury (including death), property damage, and personal and advertising injury. The commercial general liability insurance will also include products and completed operations coverage, contingent employers liability coverage, contractual liability endorsement for liability assumed within all written contracts, and non-owned automobile liability coverage. Yardly will be added as an additional insured to this policy and the insurer will waive all rights of subrogation against Yardly and its affiliates. If you do not procure and maintain your own commercial general liability insurance, You will be covered under Yardly’s commercial general liability insurance policy and Yardly will deduct an amount from the Fees payable to You associated with such coverage.  
  1. Automobile insurance with third-party liability coverage for bodily injury (including death) and property damage arising out of the use or ownership of all vehicles owned, leased, or used by You with a per occurrence limit of at least $2,000,000.  
  1. Workers’ Compensation Coverage. During the Term of this Agreement, You shall secure and maintain in force, at your own expense, appropriate workers’ compensation coverage for You in relation to the Seasonal Maintenance Services.
  2. Property Insurance on an All-Risk Basis: It is your sole responsibility to obtain any property insurance that you wish to have in relation to property and equipment owned or used by You in the performance of the Seasonal Maintenance Services. Yardly will not provide any property insurance coverage for the property and equipment owned or used by You in the performance of the Seasonal Maintenance Services. 
  3. Insurance Certificates. All insurance coverages required by this Section 9 shall be evidenced by a certificate of insurance reasonably acceptable to Yardly. You shall provide proof of such certificates to Yardly prior to the commencement of the Term of this Agreement and at any time upon request.
  4. Changes to Insurance. You agree that You shall not substantially modify or cancel, without thirty (30) days prior written notice to Yardly, any insurance coverage and immediately notify Yardly of your failure to renew any insurance policy required by this Section 9. 
  1. INDEMNIFICATION AND LIMITATION OF LIABILITY 
    1. Indemnification.  You shall indemnify, defend and hold Yardly, its affiliates and their respective officers, directors, employees, agents, shareholders, assigns, heirs, successors and legal representatives, harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, claims, actions, penalties, fines and expenses (including, without limitation, interest, penalties, reasonable attorneys’ fees and all monies paid in the investigation, defence or settlement of any or all of the foregoing) that arise out of, or are incurred in connection with: (i) your performance of or failure to perform the Seasonal Maintenance Services; (ii) your unlawful or negligent acts or omissions; (iii) your breach of any representation, warranty, covenant or other commitment or provision in the Agreement or any Services Contract; and (iii) all purchases, contracts, debts and/or obligations made by You.  
    2. Limitation of Liability. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES TO THE OTHER PARTY (INCLUDING, WITHOUT LIMITATION, ANY PAYMENT FOR LOST BUSINESS, FUTURE PROFITS, LOSS OF GOODWILL, REIMBURSEMENT FOR EXPENDITURES OR INVESTMENTS MADE OR COMMITMENTS ENTERED INTO, CREATION OF CLIENTELE, ADVERTISING COSTS, TERMINATION OF EMPLOYEES OR EMPLOYEE SALARIES, OVERHEAD OR FACILITIES INCURRED OR ACQUIRED BASED UPON THE BUSINESS DERIVED OR ANTICIPATED UNDER THIS AGREEMENT), WHETHER FORESEEABLE OR NOT, FOR ANY CAUSE WHATSOEVER WHETHER OR NOT CAUSED BY  NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 
    3. Release.  Because Yardly does not verify Clients, You agree that You bear all risk and You agree to release Yardly (and their officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your interactions and transactions with Clients, including, but not limited to, any risk or actual harm suffered by You such as personal injury caused by your provision of Seasonal Maintenance Services to Clients. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
  2. CONFIDENTIALITY AND PERSONAL INFORMATION.
    1. Confidentiality.  You represent and warrant to Yardly that You have maintained and will maintain, in confidence, the terms and conditions of this Agreement, all financial or business plans of Yardly, any list of Clients, the terms of any Services Contract, or Yardly’s intellectual property, all information provided by any Clients, and all data, summaries or reports relating to the foregoing, whether oral or written (the “Confidential Information”). You further agree that you have not revealed, and will not reveal, any Confidential Information to any third parties except: (a) with the written consent of Yardly; or (b) as required to comply with applicable laws and regulations and court orders for disclosure.  Confidential Information does not include: (i) information that is or becomes publicly available through no violation by You of your obligations under this Agreement; (ii) to information furnished by a third party who was not, at the time at which such information was furnished, under a legal, contractual or fiduciary obligation to keep such information confidential; or (iii) to information that was in your possession prior to any disclosure to You by Yardly and which was not subject to a prior obligation of confidentiality.
    2. Personal Information.  You acknowledge that Yardly is a booking services agency and uses the Yardly Technology to enable Clients to find and receive yard maintenance from independent contractors.  Any personal information collected from You as part of creating an account with the Yardly Technology, through background checks or verifications by Yardly or otherwise during the Term of this Agreement will be stored securely in accordance with applicable privacy laws. 
  3. TERMINATION
    1. Termination by Either Party. Either Party may terminate this Agreement on provision of 30 days written notice to the other Party at any time. 
    2. Termination for Uncured Breaches. Either Party may terminate this Agreement for any material breach of this Agreement by the other Party which, if capable of remedy, fails to be remedied within ten (10) days of the date of written notice by the non-defaulting Party, or immediately where such breach is incapable of remedy.
    3. Immediate Termination by Yardly. Yardly reserves the right to immediately terminate this Agreement immediately, without advanced notice or payment in lieu of notice, for the following: 
  4. Criminal Conduct.  If You commit or are charged with a criminal offence, as set out in the Criminal Code of Canada, during the Term of this Agreement; 
  1. Vehicular Offences. If You engage in impaired driving (blood alcohol levels being beyond the legal limit set from time to time) or reckless driving while providing the Seasonal Maintenance Services;
  1. Verification. Your failure to pass any periodical verification which may include police record checks and verification of stated certifications (if any); and
  1. Complaints. Multiple complaints from Clients about You or your provision of or failure to provide the Seasonal Maintenance Services.
  2. Effect of Termination.  Upon termination of this Agreement, Yardly will pay to You any outstanding Fees due and payable for completed Seasonal Maintenance Services up to the effective date of termination. 
  1. NON-SOLICITATION
    1. Non-Solicitation.  During the Term of this Agreement and for a period of one (1) year following the effective date of the termination of this Agreement, regardless of the circumstances of such termination, You will not, without the prior written consent of Yardly, either on your own behalf or on behalf of others, attempt to solicit, divert or appropriate, or attempt to solicit, divert or appropriate for any purpose competitive with the interest of Yardly any Client with whom You provided Seasonal Maintenance Services to during the year immediately preceding the date of termination of this Agreement.
  2. GENERAL PROVISIONS
    1. Survival.  Sections 10 and 11 of this Agreement shall survive the expiration or earlier termination of this Agreement as well as any other provisions of this Agreement which must reasonably survive in order to give meaning to such provisions.
    2. Independent Advice.  You acknowledge that You have had the opportunity to seek financial, tax and legal advice with respect to this Agreement before entering into this Agreement.  You confirm that You are not relying on Yardly or any representations or inducements whatsoever in entering into thus Agreement.  You are relying on your own counsel and the counsel of your own financial, legal and other advisors.
    3. Notices. Any notice, request, demand, consent or other communication provided or permitted hereunder must be in writing and be delivered personally or by email to the other Party. Such notice will be deemed to have been received on the date on which it was delivered personally or by email with confirmation of a delivery receipt. 
    4. Assignment.  You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Yardly.  Any attempt by You to assign your rights or obligations under this Agreement shall be void and of no effect.  Subject to the foregoing, this Agreement shall bind and enure to the benefit of the Parties, their respective successors and permitted assigns.
    5. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta, and the laws of Canada applicable in Alberta, which will be deemed to be the proper law of this Agreement, without regard to its conflicts of law principles.  Any dispute arising from, connected with or relating to this Agreement or any related matters must be resolved before the Courts of Alberta sitting in the City of Edmonton, and the Parties hereby irrevocably submit to the original and exclusive jurisdiction of those Courts in respect of any such dispute or matter. 
    6. Publicity.  Yardly may list You on the Yardly website and refer to You as a Seasonal Maintenance Services Provider, in communications, press releases and other publicity with prospective Clients and other interested Parties.
    7. Severability.  If any provision herein will be deemed or declared unenforceable, invalid or void by a court of competent jurisdiction, the same will not impair any of the other provisions contained herein which will be enforced in accordance with their terms.
    8. Entire Agreement.  This Agreement constitutes the final and binding expression of their agreement and the complete and exclusive statement of the terms related to the subject matter hereof and supersedes all prior negotiations, representations and agreements related to said subject matter. This Agreement may not be modified except by a written amendment referencing this Agreement and signed by both Parties.     
    9. Waiver.  No failure or delay by a Party to exercise any right, power or privilege provided under this Agreement or by applicable law will operate as a waiver. No single or partial exercise of any such right, power, or privilege will preclude any other or future exercise of any other right, power or privilege. 
    10. Remedies. The remedies provided under this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
    11. Counterparts and Electronic Execution and Delivery.  This Agreement may be executed and delivered in digital form or by any other electronic means including execution by electronic signature and may be delivered by transmission in electronic format, including portable document format (PDF) or tagged image file format (TIFF), and if so executed and delivered this Agreement will be for all purposes effective as if the executing Party had delivered and executed the original Agreement. In addition, this Agreement may be signed in one or more counterparts, each of which when executed and delivered will together constitute one Agreement.

Updated on: November 1, 2024