MASTER SERVICES AGREEMENT
This Master Services Agreement (“Agreement”) governs the provision of services by Veil Group LLC, a Texas limited liability company with its principal place of business at 12600 Hill Country Blvd Ste R-130 PMB 1023, Bee Cave, TX 78738 (“Veil”), to any client (“Client”) who enters into a Statement of Work (“SOW”) referencing or incorporating this Agreement.
By entering into a SOW that incorporates or links to this Agreement, the Client agrees to be bound by the terms and conditions set forth herein. Each SOW, when executed by both parties or acknowledged by the Client, will form a separate agreement between Veil and the Client, consisting of the applicable SOW and this MSA.
Veil and the Client are each referred to herein as a “Party” and collectively as the “Parties.”
SECTION 1: SCOPE OF SERVICES
1.1 General Scope
This Agreement governs the provision of data mining, data processing, hosting, and document review services ("Services") by Veil to Client. Veil will provide these Services in a manner consistent with applicable best industry practices and legal or regulatory obligations. The services described herein are not listed in any particular order and do not imply a required sequence of operations. The performance of individual tasks may vary based on the specific circumstances of the engagement.
1.2 Data Processing Services
- Data Ingestion and Normalization: Veil will collect, structure, and organize Client-provided data for analysis and review.
- Metadata Extraction: Veil will extract and categorize metadata such as timestamps, authorship, and file properties to support indexing and retrieval.
- Embedded File Processing: Veil will identify and process embedded files to support comprehensive data review.
- Duplicate Detection: Veil will apply filtering techniques to identify and manage duplicate files.
- File Type Categorization and Conversion: Veil will classify and, where necessary, convert file types to support document review.
- Data Protection and Security Measures: Veil will apply security controls to safeguard processed data against unauthorized access or modification.
1.3 Data Access Restrictions
- Access Restrictions. Veil provides hosting, processing, and analysis services but does not grant Client direct access to raw or processed data within Veil’s environment.
- Deliverables. Client will receive only final reports as specified in applicable Statements of Work. Veil determines the format and delivery method.
- Additional Requests. Any Client request for data access beyond agreed deliverables must be approved in writing and may incur additional fees. Veil may deny requests that conflict with security policies, regulations, or proprietary methods.
1.4 Data Hosting Services
- Hosting Environment: Veil will provide cloud-based hosting with security protocols, including encryption and access controls, for data in transit and at rest.
- Access and Audit Controls: Veil will maintain access logs and implement authorization restrictions.
- Backup and Disaster Mitigation: Veil will implement data redundancy and recovery protocols.
- Retention and Disposition: Veil will manage data retention in accordance with applicable Client instructions and legal requirements.
1.5 Document Review Services
- Review Scope. Veil will use automated and manual methodologies to refine, categorize, and review document sets based on Client criteria.
- Review Workflow. Veil will manage review processes, including privilege assessments, confidentiality considerations, and efficiency tools such as clustering and email threading.
- Access Control. Veil will enforce role-based permissions for document access and, upon request, provide quality reviews with reporting on review outcomes.
1.6 Service Modifications and Customizations
- Client Requests. Any Client-requested modifications to reports, deliverables, or analysis must be submitted in writing and approved by Veil. Approved changes may result in additional fees and revised timelines. Veil will evaluate client-requested modifications as discussed herein and submit to Client a change order for Client’s approval before any modifications are made.
- Veil Adjustments. At Veil’s discretion, Veil may modify methodologies, tools, or workflows due to technological, security, or regulatory changes and will notify Client of material impacts.
- Data Access Limitation. Veil is not obligated to provide direct access to raw or processed data beyond what is agreed in Statements of Work. Requests for access must comply with Section 1.3 and may incur additional fees.
SECTION 2: CLIENT RESPONSIBILITIES
2.1 Provision of Data and Credentials
- Data Accuracy and Completeness. Client is responsible for providing data that is accurate, complete, and in a format suitable for processing by Veil. Suitable formats will be provided in a Statement or Work.
- Timely Submission. Client will provide all necessary data, access credentials, and supporting documentation within the agreed timeframes to avoid service delays.
- Access Control and Authorization. Client will grant Veil the necessary permissions to access systems, data repositories, and other required resources for the performance of Services.
2.2 Compliance with Laws and Regulations
- Regulatory Adherence. Client represents and warrants that all data provided to Veil complies with applicable data protection, privacy, and security laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other relevant Federal and State laws and regulations.
- Authorization to Process Data. If required, Client is responsible for obtaining all necessary consents, rights, and authorizations to permit Veil to process the data lawfully.
- Prohibited Data Transfers. Client represents and warrants that it will not use Veil’s Services to store, process, or transmit data that is subject to export restrictions without obtaining all necessary approvals.
- Regulatory Disclosures. Client will provide Veil with any necessary information to confirm compliance with applicable trade laws and will notify Veil if its data, software, or technology is subject to export licensing requirements.
2.3 Data Retention and Management
- Retention Policy. Client is responsible for specifying the data retention period and providing direction for the handling of all data associated with this Agreement and any applicable Statement(s) of Work
- Backup Responsibilities. Veil will apply industry-standard backup practices, but Client remains responsible for maintaining copies of any critical data provided to Veil.
- Data Retrieval Requests. Client may request access to archived or hosted data, subject to applicable retrieval fees and processing times.
2.4 Payment and Financial Obligations
- Timely Payments. Client will make all payments in accordance with the terms specified in applicable agreements and invoices.
- Late Fees and Interest. Any overdue payments will be subject to a late fee of one and a half percent (1.5%) per month.
2.5 Cooperation and Support
- Designated Contact. Client will designate a primary point of contact for communication with Veil regarding Services.
- Technical Cooperation. Client will provide reasonable cooperation in troubleshooting, responding to Veil inquiries, and resolving technical or compliance-related issues.
- Notification of Issues. Client will notify Veil of any suspected errors, security breaches, or service deficiencies no later than two (2) hours after Client becomes aware of such issues.
SECTION 3: DATA SECURITY & COMPLIANCE
3.1 Security Measures
- Data Protection Standards. Veil employs reasonable and industry standard technical and organizational measures to safeguard Client data against unauthorized access, disclosure, alteration, or destruction.
- Encryption. Veil employs encryption protocols to protect data in transit and at rest.
- Access Controls. Veil employs multi-factor authentication, role-based permissions, and logging mechanisms to restrict unauthorized access to Client data.
3.2 Regulatory Compliance
- Legal Adherence. Veil will perform its obligations under this Agreement in accordance with applicable data protection and privacy laws, including but not limited to GDPR, CCPA, and other relevant Federal and state laws and regulations governing Veil and Company’s jurisdiction.
- Third-Party Compliance. If Veil engages third-party service providers for data processing or storage, Veil will require such providers to meet equivalent security and compliance standards. Veil may, at its discretion and at a reasonable time, require vendor to demonstrate compliance.
- Client Responsibilities. Client is responsible for ensuring that any data provided for processing is obtained and shared in compliance with applicable legal requirements in Client’s jurisdiction.
3.3 Data Breach Notice
- Incident Reporting. In the event of a confirmed data breach affecting Client data, Veil will notify Client in a reasonable timeframe, no later than seventy-two (72) hours.
- Investigation and Remediation. Veil will investigate the breach, take appropriate corrective actions, and provide Client with a written summary of findings and mitigation measures. To the extent any investigation, communication, or documentation is conducted at the direction of legal counsel, such materials may be designated as attorney-client privileged and/or attorney work product. Veil will cooperate with Client and its legal counsel to preserve such privileges where applicable.
- Client Cooperation. Client will provide reasonable assistance in assessing and addressing risks related to the breach and meeting any regulatory reporting obligations.
3.4 Data Retention, Disposal, and Records Management
- Retention Policy. Veil will retain, archive, or delete data solely in accordance with the Client’s written instructions.
- Secure Disposal. Upon termination of services or written request by Client, Veil will securely delete or return Client data, making sure no residual copies remain unless legally mandated. In the event of a legal mandate, Veil will provide Client with proof of such mandate upon receipt, or within a reasonable time.
- Data Destruction Standards. Secure deletion will follow industry-accepted data destruction methods, including data shredding, degaussing, or cryptographic erasure.
- Verification of Deletion. Upon Client’s request, Veil will provide written certification of data deletion.
- Legal & Regulatory Compliance. If Veil is notified of any pending or anticipated litigation, audit, or investigation, it will suspend scheduled data destruction and preserve relevant records as required by Notice, Client instructions, or applicable law. Veil will notify Client within twenty-four (24) hours if Veil receives legal process, litigation hold letter(s), or any other communication or demand for Veil to retain Client’s data and/or records.
3.5 Cybersecurity Incident Response Plan
- Preparedness Measures. Veil will maintain a cybersecurity incident response plan that outlines procedures for identifying, responding to, and mitigating cybersecurity threats.
- Testing and Updates. Veil may periodically test and update its cybersecurity response protocols to address evolving cybersecurity risks.
- Client Notice. Veil will provide updates to Client regarding any cybersecurity incidents that may impact services outlined in the Statement of Work.
SECTION 4: FEES & BILLING
4.1 Pricing
- Fees for Services. Veil will charge fees as outlined in the applicable Statement of Work. Additional costs incurred due to Client’s specific requests, modifications, or out-of-scope services will be billed separately upon prior written approval.
- Taxes. If applicable in a jurisdiction, Client is responsible for all applicable sales, use, value-added, or other taxes related to Veil’s work performed for Client.
4.2 Invoicing and Payment Terms
- Billing Cycle. Veil will issue invoices monthly, upon project completion, or unless otherwise agreed in writing.
- Payment Due Date. Payments are due within fifteen (15) days from the invoice date unless specified otherwise in a separate agreement.
- Late Payments. Overdue balances will incur a late fee of one and a half percent (1.5%) per month.
- Disputed Charges. Client must notify Veil in writing specifically detailing any disputed charges within fifteen (15) days of receipt of Veil invoice. The undisputed portion must still be paid within standard terms.
4.3 Suspension of Services for Non-Payment
- Service Suspension. Veil may suspend services if Client fails to make timely payments after receiving written Notice of delinquency. Written Notice will be provided immediately after Client’s net-15 time to satisfy invoices expires, as soon as practicable as determined by Veil, or agreed to by both parties.
- Reinstatement. If services are suspended due to non-payment, Veil may require full payment of outstanding balances and remainder of balance for the applicable SOW, including any applicable reinstatement fees, before restoring services.
4.4 Refunds, Credits, and SLA Compensation
All payments to Veil are non-refundable unless expressly stated otherwise in a separate agreement.
SECTION 5: CONFIDENTIALITY & DATA PROTECTION
5.1 Definition of Confidential Information
- Confidential Information Scope. "Confidential Information" includes any non-public, proprietary, or personal information as defined by Client’s applicable jurisdiction that is disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), whether in written, electronic, or oral form. Client agrees to identify in writing to Veil of any information Client deems to be Confidential Information.
- Examples of Confidential Information. This includes, but is not limited to, personally identifiable information, business plans, technical data, trade secrets, financial information, proprietary software, methodologies, customer lists, and any other non-public information related to the Disclosing Party’s business operations.
- Exclusions. Confidential Information does not include information that:
- is or becomes publicly available without breach of this Agreement;
- is lawfully obtained from a third party without an obligation of confidentiality;
- is independently developed by the Receiving Party without reliance on the Disclosing Party’s information; or
- is disclosed pursuant to a legal obligation, provided that the Receiving Party notifies the Disclosing Party promptly, unless otherwise prohibited by law.
5.2 Obligations of Confidentiality
- Use Restriction. The Receiving Party will only use Confidential Information for purposes of fulfilling its obligations under this Agreement and will not disclose it to any third party without prior written consent from the Disclosing Party, subject to the Exceptions below.
- Protection Measures. The Receiving Party will take commercially reasonable steps to protect Confidential Information from unauthorized access, disclosure, or use, using at least the same level of care it applies to its own Confidential Information, but no less than industry standards.
- Disclosure to Representatives. Confidential Information may be disclosed to employees, agents, or subcontractors who need to know such information for the purposes of performing under this Agreement or any Statement or Work, provided that such individuals are bound by confidentiality obligations at least as restrictive as those set forth herein.
- Exceptions. The Receiving Party will not have any obligations to preserve the confidential nature of any Confidential Information that (a) the Receiving Party can demonstrate by competent evidence was rightfully in its possession before receipt from the Disclosing Party; (b) is or becomes a matter of public knowledge through no fault of the Receiving Party; (c) is rightfully provided to the Receiving Party from a third party without, to the best of the Receiving Party's knowledge, a duty of confidentiality; (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, as demonstrated by competent evidence; or (e) is disclosed by the Receiving Party with the Disclosing Party's prior written approval.
5.3 Legal, Regulatory Disclosures
If the Receiving Party is confronted with legal action to disclose Confidential Information received under this Agreement, the Receiving Party will, unless prohibited by applicable law, provide prompt written Notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate.
5.4 Return or Destruction of Confidential Information
Veil will also retain or dispose of Client Confidential Information as outlined in Section 3.4 (Data Retention, Disposal, and Records Management).
SECTION 6: INTELLECTUAL PROPERTY RIGHTS
6.1 Ownership of Intellectual Property
- Pre-Existing Intellectual Property. Each Party retains all rights, title, and interest in and to any Intellectual Property (IP) that it owned, created, or developed prior to the execution of this Agreement or any applicable Statement of Work, including but not limited to copyrights, trademarks, patents, trade secrets, proprietary methodologies, and software.
- Developed Intellectual Property. Any Intellectual Property created solely by Veil in connection with the provision of the Services or any applicable Statement of Work, including but not limited to algorithms, workflows, data processing methodologies, software, scripts, and templates, will remain the sole property of Veil unless otherwise agreed in writing by both Parties.
- Client Data and Materials. Client retains all rights, title, and interest in and to any data, documents, or materials provided to Veil under this Agreement. Veil will not use, distribute, or disclose Client’s Intellectual Property for any purpose other than fulfilling its obligations under this Agreement or any applicable Statement of Work.
SECTION 7: REPRESENTATIONS & WARRANTIES
7.1 Mutual Representations and Warranties
- Authority and Capacity. Each Party represents and warrants that it has the full power and authority to enter into this Agreement, any subsequent or simultaneous Statement(s) of Work, and perform its obligations hereunder.
- No Conflicts. Each Party represents and warrants that entering into and performing this Agreement does not and will not violate any other agreement, obligation, or applicable law to which it is subject.
- Compliance with Laws. Each Party represents and warrants that it will comply with all applicable laws, regulations, and industry standards relevant to its obligations under this Agreement.
7.2 Representations and Warranties of Veil
- Service Performance. Veil represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards.
- No Malicious Code. Veil represents and warrants that the Services and any deliverables provided do not knowingly contain any known viruses, malware, or malicious code designed to disrupt, damage, or compromise Client’s systems.
- Third-Party Rights. Veil represents and warrants that the Services provided do not knowingly infringe upon the intellectual property rights of any third party.
7.3 Representations and Warranties of Client
- Data Ownership & Rights. Client represents and warrants that it has all necessary rights, permissions, and consents to provide the data and materials submitted to Veil for processing under this Agreement or any applicable Statement of Work.
- Compliance with Data Protection Laws. Client represents and warrants that all data provided for processing complies with applicable data protection and privacy laws and that Veil’s processing of such data in accordance with this Agreement or any applicable Statement of Work will not violate any such laws.
- No Unauthorized Use. Client represents and warrants that it will not use Veil’s Services for any unlawful, fraudulent, or unauthorized purpose.
7.4 Warranty Disclaimers
- As-Is Basis. Except as expressly set forth in this Agreement, Veil disclaims all other warranties, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
- Service Limitations. Veil will make commercially reasonable efforts to analyze the provided data and identify relevant data elements and/or affected individuals; however, the completeness and accuracy of the results may be impacted by the quality, format, and integrity of the data received. Veil is not responsible for incomplete, corrupt, or unreadable data provided by Client, nor for any limitations arising from its format or condition.
SECTION 8: INDEMNIFICATION
8.1 Indemnification by Client
- General Indemnification. Client will indemnify, defend, and hold harmless Veil, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (Sections 8.1 and 8.2 are collectively and individually an “Indemnified Claim”):
- Client’s breach of any representation, warranty, or obligation under this Agreement or any applicable Statement of Work.
- Client’s misuse of Veil’s Services, software, or intellectual property.
- Any violation of applicable laws or regulations by Client in connection with the use of Veil’s Services.
- Any third-party claims related to Client’s data, including claims of intellectual property infringement, privacy violations, or unauthorized data processing.
- Client’s failure to comply with applicable export control and sanctions regulations.
- Defense Obligations. Client will assume full responsibility for the payment of any defense of any Indemnified Claim and will not settle any claim without Veil’s prior written consent. Veil reserves the right to participate in the defense of any Indemnified Claim with counsel of its own choosing at its own expense.
8.2 Indemnification by Veil
- General Indemnification. Veil will indemnify, defend, and hold harmless Client, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Veil’s breach of any representation, warranty, or obligation under this Agreement or any applicable Statement of Work.
- Veil’s gross negligence or willful misconduct in the provision of Services.
- Any claims by third parties alleging that Veil’s proprietary software or methodologies, when used as authorized under this Agreement, infringe upon or misappropriate a valid third-party intellectual property right.
- Limitations on Indemnification. Veil will not be responsible for an Indemnified Claim arising from:
- Client’s unauthorized modification or misuse of Veil’s Services or intellectual property.
- Client’s failure to comply with applicable laws and regulations.
- Third-party services, vendors, or subcontractors used by Veil in service delivery, except in cases of Veil’s gross negligence or willful misconduct in vendor selection.
8.3 Indemnification Procedure
- Notice of Claim. The Indemnified Party will promptly notify, but in any event no later than 30 daysthe Indemnifying Party in writing of any claim for which an Indemnified Claim is sought. Failure to provide timely Notice will not relieve the Indemnifying Party of its obligations unless such delay materially prejudices the defense.
- Control of Defense. The Indemnifying Party will control the defense and settlement of any claim, provided that no settlement imposes liability or obligations on the Indemnified Party without its prior written consent.
SECTION 9: LIMITATION OF LIABILITY
9.1 Liability Cap
Except in cases of gross negligence, willful misconduct, or breach of confidentiality obligations, Veil’s total liability under this Agreement, regardless of the cause of action, will not exceed the lesser of (i) the total fees paid by Client in the six (6) months preceding the event giving rise to the claim, or (ii) $25,000. This limitation will not apply to Veil’s obligations under Section 5 (Confidentiality & Data Protection) or Indemnification obligations under Section 8 (Indemnification).
9.2 Exclusions of Certain Damages
- Consequential and Indirect Damages. Under no circumstances will Veil be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, revenue, business opportunities, data, or goodwill, even if Veil has been advised of the possibility of such damages.
- Scope of Exclusion. This exclusion applies regardless of the legal theory upon which a claim is based, including breach of contract, tort, negligence, strict liability, or any other theory of liability.
9.3 Limitations on Third-Party Services
- Third-Party Vendors and Subcontractors. Veil will not be liable for service failures, data breaches, or performance issues caused by third-party vendors, subcontractors, or cloud service providers, except to the extent that such issues result from Veil’s gross negligence or willful misconduct.
- Client’s Third-Party Integrations. Veil is not responsible for failures, security vulnerabilities, or damages arising from Client’s use of third-party software, tools, or integrations that Veil does not directly provide or control.
9.4 Acknowledgment of Risk
- Client Acknowledgment. Client acknowledges that the Services provided by Veil may involve the processing of large data sets, automated workflows, and complex analytics, and that inherent risks exist, including but not limited to data corruption, processing errors, or unintentional omissions. Veil does not guarantee that its Services will detect all security threats, data anomalies, or legal risks.
- Mitigation Responsibilities. Client agrees to implement appropriate data security, backup measures, and independent verification procedures to mitigate potential risks associated with data processing and analysis.
SECTION 10: TERMINATION & DISPUTE RESOLUTION
10.1 Termination for Convenience
- Termination Notice. Either Party may terminate this Agreement for convenience by providing the other Party with at least thirty (30) days’ prior written Notice.
- Early Termination Fee. If Client terminates for convenience before completion of the agreed service period, Client will pay an early termination fee equal to the fees for work completed to date, plus 50% of the remaining contracted fees. This provision does not apply if termination is due to Veil’s material breach of this Agreement.
- Effect of Termination. Upon termination for convenience, Veil will cease providing Services as of the effective termination date, and Client will be responsible for prompt payment consistent with the terms of this Agreement of all outstanding fees for Services rendered up to that date.
- Obligations Upon Termination. Upon termination, Veil will provide Client with reasonable transition assistance, subject to additional fees if extended support is required. Veil will also retain or dispose of Client data as outlined in Section 3.4 (Data Retention, Disposal, and Records Management).
- No Refunds. Unless expressly stated otherwise in this Agreement or a related Statement of Work, termination for convenience does not entitle Client to a refund of any prepaid fees.
10.2 Termination for Cause
- Breach of Agreement. Either Party may terminate the Statement of Work upon written Notice if the other Party materially breaches any term of this Agreement and fails to cure such breach within fifteen (15) days after receiving written Notice of the breach.
- Non-Payment. Veil may terminate this Agreement if Client fails to make any payment when due and does not cure such non-payment within fifteen (15) days of written Notice.
- Legal or Regulatory Non-Compliance. Either Party may terminate this Agreement if the other Party is found to be in material violation of applicable laws, regulations, or industry standards that impact the legality of the Services provided under this Agreement.
- Insolvency or Bankruptcy. Either Party may terminate this Agreement if the other Party becomes insolvent, files for bankruptcy, or ceases to operate as a going concern.
10.3 Effect of Termination
- Payment Obligations. Upon termination, Client will remain responsible for all fees incurred prior to the effective termination date. Veil will provide Client with a final invoice reflecting any outstanding amounts.
- Return or Deletion of Client Data. Upon termination, Veil will, at Client’s written request, either return or securely delete Client’s data in accordance with Section 3.4 (Data Retention, Disposal, and Records Management).
- Survival of Obligations. The provisions related to confidentiality, indemnification, limitation of liability, intellectual property rights, and dispute resolution will survive termination of this Agreement.
10.4 Dispute Resolution Process
- Negotiation & Mediation. The Parties agree to attempt to resolve any dispute arising under this Agreement through good faith negotiations. If negotiations fail to resolve the dispute within thirty (30) days of Notice of a dispute pursuant to this Agreement, the Parties will attempt to mediate with a mediator agreed upon by the Parties before proceeding to arbitration. Agreement on a mediator will not be unreasonably withheld by the Parties.
- Binding Arbitration. If mediation does not resolve the dispute as determine by either Party, any controversy or claim arising out of or related to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in Austin, Texas, and the arbitrator’s decision will be final and binding. If the AAA rules allow for videoconference appearance, the Parties will have the option to appear as such.
- Equitable Relief. Notwithstanding the arbitration provision, either Party may seek injunctive or equitable relief in a court of competent jurisdiction in Travis County, Austin, Texas, to prevent immediate and irreparable harm.
10.5 Governing Law & Jurisdiction
- Choice of Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflict-of-law principles.
- Venue. The Parties agree that any litigation permitted under this Agreement will be brought in the state or federal courts located in Austin, Texas, and both Parties waive any objections to such venue.
SECTION 11: MISCELLANEOUS
11.1 Force Majeure
- Excusable Delays. Neither Party will be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, labor disputes, power failures, or widespread internet outages.
- Notice & Mitigation. The affected Party will notify the other Party as soon as practicable and take commercially reasonable steps to minimize the impact of the delay.
11.2 Assignment
- Restrictions on Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all its assets.
- Binding Effect. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
11.3 Entire Agreement
- Complete Agreement. This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral.
- Amendments. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties.