Manufacturer Representation Agreements

Other related agreements:

Preview of our top selling Manufacturer Representation Agreement

MANUFACTURER'S REPRESENTATIVE AGREEMENT


BETWEEN


MARKETLINK TECHNOLOGIES, LLC


AND


CYBERGUARD CORPORATION


This AGREEMENT ("Agreement") is made by and between Marketlink Technologies, LLC (hereinafter referred to as "Marketlink"), with its principal office located at: 24404 Catherine Road, Suite 300, Novi, MI 48375, and CyberGuard Corporation (hereinafter referred to as "Company" or "CyberGuard"), with its principal office located at 2000 W. Commercial Blvd, Ste 200, Fort Lauderdale, FL 33309.


WHEREAS, Company desires to retain Marketlink, and Marketlink desires to be retained as the sales representative firm for the Products in the Territory identified below except for House Accounts, all on the terms and conditions set forth in this Agreement,


NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto intending to be legally bound, agree as follows:

1. DEFINITIONS


A. "Products" shall mean the products manufactured and/or distributed by
Company as indicated on Exhibit A of this Agreement.


B. "Territory" shall mean those geographical areas set forth in Exhibit B
of this Agreement.


C. "Customer" shall mean any Reseller, VAR, System Integrator, Distributor
or End User of Company's Products in the Territory, with the exception
of "House Accounts" (defined below).


D. "House Accounts" shall mean those Company's customers and those
customers' end users and Resellers in the Territory for which sales (i)
are non-commissionable to Marketlink and (ii) do not qualify toward
Marketlink's revenue commitments herein. Customers designated by
Company as House Accounts are listed in Exhibit F of this Agreement and
may be added to or modified from time to time in writing by Company at
its sole discretion. In the event that a Customer of Company's Products
is designated by the Company as a "House Account" after the effective
date of this Agreement, commissions for Product sales, if any, to that
Customer are payable to Marketlink for six (6) months following the
"House Account" designation. In the event that the newly added customer
to the House Account list is an affiliate of a previously herein
identified customer of either party, both parties agree to work towards
a resolution of the applicable commission payments, if any.


E. "Net Invoice Price" shall mean the total price at which an order is
invoiced to the Customer by the Company prior to any discount offered
by Company in compensation   2


for early payment. Excluded from the Net Invoice Price are shipping and
mailing costs, duties, taxes, and insurance, and related adjustments
granted to the Customer by Company as shown on the face of the
Company's invoice.


F. "Reseller" means a reseller, VAR, system integrator, or distributor of
the Company's Products in the Territory, with the exception "House
Accounts".

2. APPOINTMENT AND AUTHORITY OF MARKETLINK


A. Subject to the terms and conditions of this Agreement, Company appoints
Marketlink as the exclusive sales representative firm for the Products
in the Territory except for House Accounts, and Marketlink accepts the
appointment and agrees to represent and promote the sale of the
Products. Notwithstanding anything to the contrary in this Agreement,
in no event shall this Agreement or any term herein be interpreted or
construed that Marketlink is a reseller or a distributor of the
Products. Products can be sold in connection with this Agreement only
by the Resellers or directly by the Company. Except as expressly set
forth herein, no other rights or licenses are granted to Marketlink
hereunder.


B. Marketlink shall neither advertise the Products outside the Territory
nor solicit orders from outside the Territory without the prior written
consent of Company.


C. The relationship of Company and Marketlink established by this
Agreement is that of independent contractors, and nothing contained in
this Agreement shall be construed to (i) give either party the power to
direct and control the day-to-day activities of the other, (ii)
constitute the parties as partners, joint ventures, co-owners or
otherwise as participant in a joint undertaking, or (iii) allow
Marketlink to create or assume any obligation on behalf of Company for
any purpose whatsoever. All financial and other obligations associated
with Marketlink's business are the sole responsibility of Marketlink.

3. COMPENSATION


A. Subject to the terms and conditions of this Agreement and as full
payment for any and all services rendered by Marketlink and in
consideration of the effort of Marketlink and all of the expenses
incurred by Marketlink hereunder, Company agrees to pay to Marketlink,
and Marketlink agrees to accept, commissions on sales of the Products
to Customers in the Territory as set forth in Exhibit C and this
Section 3.


B. The commission shall apply to all Product orders, with the exceptions
as specified in Exhibit C, from all Customers in the Territory that
have been accepted by Company and which shipments have occurred during
the term of this Agreement, whether or not such orders were solicited
by Marketlink.


C. In no case will any compensation paid to Company employees be deducted
from commissions due Marketlink.


D. Commissions will be paid on or before the 30th day of the month
following the month in which the Product was invoiced by the Company.
Commissions not paid within the agreed payment terms will be subject to
finance charges at Annual Interest Rate: 10% or 0.83% per month on
balance due.


E. Company shall have the absolute, unconditional right to chargeback
Marketlink for the commissions paid or credited to Marketlink on all
shipments (a) not paid by a Customer over ninety (90) days past the
invoice date, provided Company re-credits Marketlink for the
appropriate commission applied to actual partial or full payments, less
fees incurred in the process of collecting the payments, subsequently
received by CyberGuard from the Customer, and/or (b) returned by
Customer to Company for credit.

  3


F. PAYMENT: Payment of commissions shall be in United States dollars.
Marketlink shall be responsible for paying all applicable taxes on such
commissions.


G. MONTHLY STATEMENTS: Company shall submit to Marketlink monthly
statements of the commissions due and payable to Marketlink under the
terms of this Agreement, with reference to the specific Customers on
which the commissions are being paid. Provided that it is at no cost to
the Company, Company will submit or cause Company's authorized
"two-tier distributors" (warehousing entity, such as Techdata Corp. or
Ingram) to submit, at No Charge to Marketlink, an electronic report
including all sales made in the previous month by named Customer bill
to, including separate ship to locations and zip codes.


H. In the event that: (a) a dispute arises between Marketlink, on one
hand, and the Reseller and/or end user, on the other hand, as
determined by the Company in its sole reasonable discretion; then that
Reseller's end users and/or that end user, as applicable, will become
Company's House Accounts hereunder and, notwithstanding anything to the
contrary herein, no commissions for sales to those end users will be
payable to Marketlink effective from the date those end users become
House Accounts.

4. SALE OF THE PRODUCTS


A. All sales by the Resellers shall be on terms established by Company and
the respective Reseller, and Company shall have the right to establish,
change, alter, or amend terms and conditions of sale in its sole
discretion and as otherwise set forth in the Reseller Agreement between
the Company and the Reseller.


B. Marketlink shall not accept orders in Company's name, make price
quotations or delivery promises without Company's prior written
approval. All orders obtained by Marketlink directly shall be submitted
to the Company and shall be subject to acceptance by Company at its
principal office currently located at the address listed for Company at
the beginning of this Agreement, and all quotations by Marketlink shall
contain a statement to that effect. Marketlink shall have no authority
to make any acceptance/delivery commitments to any Customers.


C. Company shall have the sole right of credit approval or credit refusal
for Customers in all cases.


D. Company shall render all invoices directly to the Customers. Invoice
payments shall be made directly to Company by Customers.


E. It is expressly understood by Marketlink that full responsibility for
all collection rests with Company.


F. Whenever Marketlink, at Company's request, takes possession of
Company's Products for the purpose of assisting the Company in
delivering such Products to Customers, the risk of loss or damage to or
destruction of such Products shall be borne by Company with the
exception of events of Marketlink's damage, destruction or loss of the
Products, in which case it shall be borne by Marketlink.


G. Notwithstanding anything to the contrary, any and all references in
this Agreement to the "sale" of the Products shall have the meaning of
a "sublicense" of the software portion of the Products and a sale of
the hardware portion of the Products, as applicable. All "sales" are
subject to the Company's standard terms and conditions.

5. PRODUCT WARRANTY AND PRODUCT AVAILABILITY


A. Any warranty for the Products shall run directly from Company to the
Customer, and pursuant to the warranty the Customer shall return any
allegedly defective Products to

  4


Company or designated depot. Marketlink shall have no authority or
responsibility to accept any returned Products.


B. Except for the Limited Warranty set forth in the applicable Company
License Agreements, Marketlink shall not provide nor imply any
additional Product warranties without the express written consent of
Company's corporate officer.


C. Except for the Limited Warranty set forth in the applicable Company
License Agreements, Company makes no warranty or representation to
Marketlink or the Customers in connection with the Products or any
subject matter contained herein, and expressly disclaims any and all
express and/or implied warranties and representations, including
without limitation any express and/or implied warranties of
merchantability or fitness for a particular use or purpose or
non-infringement with respect to any and all Products.

6. MARKETLINK'S RELATIONSHIP AND CONDUCT OF BUSINESS


A. Marketlink shall maintain sales offices in the Territory and shall
represent and promote the sale of Company's Products within the
Territory, except for House Accounts, in order to achieve the revenue
commitment herein.


B. Marketlink will conduct all of its business in its own name. Marketlink
will pay all expenses of its office and activities and be responsible
for the acts and expenses of its employees, subcontractors and
representatives.


C. Marketlink shall not, without Company's prior written approval, alter,
enlarge, or limit orders, make representations, warranties or
guarantees concerning Company's Products or accept the return of, or
make any allowance for such Products.


D. Marketlink shall comply with all terms and conditions set forth in
Exhibit D.


E. Company shall comply with all terms and conditions set forth in Exhibit
E.

7. USE OF TRADEMARKS AND TRADENAMES

Marketlink recognizes and concedes for all purposes that all trademarks, trade names, logos or identifying slogans affixed to Company's Products or any accompanying labels, containers, and cartons, whether or not registered ("Trademarks"), constitute the exclusive property of Company and cannot be used by Marketlink except only in connection with promoting the sale of Company Products hereunder and only with the Company's prior written approval. During the term of this Agreement, Marketlink is authorized by Company to use Company's Trademarks in connection with Marketlink's promotion of Company Products, provided that Marketlink's use of such Trademarks shall be in accordance with Company's policies from time to time communicated to Marketlink and with Company's prior written approval. Marketlink shall have no interest in such Trademarks by virtue of this Agreement except as herein expressly provided, and Marketlink's use of such Trademarks shall cease immediately upon termination or expiration of this Agreement. Company reserves the right to change Company Trademarks without notice. Marketlink shall not change or remove any Company Trademarks or third-party trademarks or other proprietary notices on or contained within the Products.

8. INDEMNIFICATIONS


A. Company shall be solely responsible for and agrees to defend or settle
(at its option) and hold Marketlink harmless against and to pay all
losses, costs, damages and expenses whatsoever, including reasonable
attorney fees, which Marketlink may sustain or incur on account of a
third-party's action instituted against Marketlink, based on (a)
infringement or alleged infringement of U.S. patents, or the
Trademarks, resulting from

  5


Marketlink's distribution of the CyberGuard-developed products or use
of the Trademarks as authorized hereunder, or (b) warranty claims or
product liability claims arising out of the CyberGuard-developed
products; provided that the above indemnity shall not apply if the
infringement is caused by the combination, operation or use of the
CyberGuard-developed products with any product not developed by
CyberGuard if such claim would have been avoided but for such
combination, operation or use, and provided further that Marketlink
will promptly deliver to Company any notices or papers served upon it
in any proceeding covered by this indemnity, and Company will defend
same at its expense. Marketlink shall, however, have the right to
participate in the defense at its own expense.


B. Marketlink shall be solely responsible for, and shall indemnify and
hold Company free and harmless from, any and all claims, damages or
lawsuits (including Company's attorney's fees) arising out of (a) the
acts or omissions to act of Marketlink, its employees or its agents;
(b) any misrepresentation, breach or non-fulfillment of any of the
covenants or agreements of Marketlink in this Agreement; (c) any
liability, obligation, or commitment relating to the operation of
Marketlink's business arising out of transactions contemplated
hereunder; (d) any violation of U.S. law including but not limited to
laws and regulations referred to in Section 12 and violation of Section
15; or (e) any claim of patent, copyright or trademark infringement
arising from or relating to the combination of the Products with any
other product or service provided by Marketlink to the Customers.
Company will promptly deliver to Marketlink any papers served upon it
in any proceeding covered by this indemnity, and Marketlink will defend
same at its expense. Company shall, however, have the right to
participate in the defense at its own expense.

9. TERM OF AGREEMENT AND TERMINATION


A. This Agreement shall be effective on the day of July 1st, 2001, and
shall continue until June 30th, 2004. This Agreement shall
automatically be renewed from year to year thereafter unless terminated
by either party upon ninety (90) days written notice of its intent not
to renew to the other by registered or certified mail prior to the end
of the initial term of this Agreement, or any renewal term.


B. Termination for Cause or Convenience: This Agreement may not be
terminated for convenience in the first six months by either party.
After the initial six months, this Agreement may be terminated by
either party for any reason at any time by giving the other party
written notice ninety (90) days in advance. Either party may
immediately terminate this Agreement for cause by providing written
notice to the other party if the other party (a) has breached any of
the material covenants and agreements contained herein, including
without limitation, Marketlink's failure to achieve Marketlink's
minimum revenue commitment on quarterly basis or violation of the terms
and conditions of Sections 12 or 15, or Exhibit D (except that
violation of sections 1,2,7, or 8 of Exhibit D shall not constitute a
material breach hereunder), or the Company's violation of the terms and
conditions of Section 12 or 15 or Exhibit E (except that violation of
sections 3 or 5 of Exhibit E shall not constitute a material breach
hereunder) and (b) has not cured that breach (if the breach is curable)
within 5 days after the written notice to the defaulting party.


C. Termination for Insolvency: This Agreement shall terminate, without
notice, (a) upon the institution by or against either party for
insolvency, receivership or bankruptcy proceedings, (b) upon Marketlink
making an assignment for the benefit of creditors, or (c) upon
Marketlink dissolution.

  6

10. RIGHTS UPON TERMINATION


Upon termination of this Agreement for any reason:


A. CyberGuard shall pay to Marketlink commissions on all Product orders
(other than House Accounts) shipped or to be shipped into Marketlink's
Territory, which orders are accepted by the Company prior to the
effective date of termination of this Agreement, all in accordance with
the terms and conditions of this Agreement.


B. No additional compensation of any kind shall be paid to Marketlink as
of the effective date of termination of this Agreement, except that:


(1) in the event this Agreement is terminated within the
first 6 months from the effective date hereof, then
CyberGuard will pay Marketlink the pro-rated amount
of the Base Compensation that was due and earned
through the date of termination but remained unpaid
as of the termination date, and


(2) in the event CyberGuard terminates this Agreement for
cause due to Marketlink's failure to achieve the
minimum revenue commitments for the first quarter or
for the second quarter of this Agreement as set forth
in section 14 of Exhibit D hereof, then the "Special
Option" as described in section 4 of Exhibit C hereof
shall fully vest upon CyberGuard's receiving
Marketlink's complete Reseller database for
CyberGuard's use at CyberGuard's sole discretion.


C. Marketlink shall immediately cease all promotion of the Products and
representing itself as the sales representative firm for the Company's
Products.


D. Each party shall immediately destroy or return to the other party any
and all of the other party's Confidential Information and marketing
material in its possession or control. Upon either party's request, a
duly authorized corporate officer of the other party shall certify in
writing that such return or destruction has occurred.


E. Except for damages for a material breach of this Agreement, neither
party shall be liable to the other for damages of any kind, including
without limitation any consequential or incidental damages, on account
of the termination or expiration of this Agreement, and each party
waives any right it may have to receive any compensation or reparations
on termination or expiration of this Agreement other than as expressly
provided herein.

11. INTELLECTUAL PROPERTY RIGHTS


A. Company retains sole and exclusive ownership of all worldwide
copyrights, patents, trade secrets, know-how and other proprietary and
intellectual property rights in and to the Products, including the
Software, upgrades, Trademarks and documentation, and all designs,
engineering details, schematics, drawings, and other similar data
pertaining to them, as they exist now or in the future.


B. The third parties providing and/or licensing to the Company the
non-proprietary to Company portion of the Products retain sole and
exclusive ownership of all worldwide copyrights, patents, trade
secrets, know-how and other intellectual property rights in and to
their respective products as they exist now or in the future.

12. COMPLIANCE WITH LAWS


A. Each party will comply with all applicable laws and regulations and
ordinances in their performance under this Agreement.


B. Marketlink agrees to comply with all export laws and regulations,
including, but not limited to, the regulations of the U.S. government
relating to the export of commodities



  7


and technical data insofar as they relate to the activities under this
Agreement. Each party hereby gives its written assurance that neither
the Products nor any technical data provided by the other party under
this Agreement, is intended to be shipped, directly or indirectly, to
the prohibited countries identified by the U.S. government or
proscribed end users or for proscribed uses as defined in the U.S.
Export Administration Regulations.

13. PUBLICITY


A. Both parties hereto will jointly issue a press release on or about the
effective date of this Agreement.


B. Marketlink shall submit to Company for approval any and all public
announcements, advertising and sales literature of Marketlink which
refers to the Company and/or includes any Company trademarks.

14. LIMITATION OF LIABILITY


A. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY OR
ANY PERSON OR ENTITY THAT HAS BEEN INVOLVED IN THE CREATION OR
PRODUCTION OF THE PRODUCTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF
PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, REGARDLESS OF THE FORM OF
ACTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE
FURNISHING OF, PERFORMANCE OR USE OF ANY PRODUCTS, OR ANY PORTION OF
THE PRODUCTS, AND ANY OTHER MATERIAL AND/OR SERVICES PROVIDED FOR, OR
PERFORMED IN CONNECTION WITH, THIS AGREEMENT OR MARKETLINK'S FAILURE TO
PERFORM ITS OBLIGATIONS TO THIRD PARTIES, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


B. Company's entire liability for any action, claim or cause of action
whatsoever, including without limitation, breach of contract, tort,
negligence or any other legal theory, shall not exceed the amount
actually received by the Company for the specific Product giving rise
to such action, claim or cause of action. The limitations of liability
set herein shall not apply to any damages for personal injury or damage
to real or tangible personal property.

15. CONFIDENTIALITY


A. Confidential Information of the other party may only be used if
necessary in the fulfillment of obligations of the parties hereunder.
Confidential Information of a party hereto shall not be used in any way
which is directly or indirectly detrimental to the other party or its
business.


B. The Confidential Information shall be kept confidential by each party
except that each party may disclose the Confidential Information or
portions thereof to those of its directors, officers, employees,
contractors, agents and representatives (collectively,
"Representatives") who (i) absolutely need to know such Confidential
Information and (ii) have previously agreed in writing to be bound by
the terms and conditions as protective of the Confidential Information
as those in this Agreement. Each party hereto agrees to be responsible
for any breach of this Agreement by its Representatives. Each party
shall also use the same degree of care to avoid disclosure of such
Confidential Information as such party employs with respect to its own
Confidential Information of like importance, but in no event less than
reasonable care. Each party shall hold in confidence, and shall take
all reasonable measures

  8


to prevent disclosure of the Confidential Information by its
Representatives, and not disclose, to any third party for any reason or
purpose whatsoever any materials which contain Confidential Information
(regardless of who prepared such materials), and whether oral or in
writing or other medium, or copies thereof, and whether acquired from
the other party or acquired through inspection of the other party's
property.


C. Marketlink agrees not to trade in the securities on the basis of the
Confidential Information which it receives from CyberGuard under this
Agreement. Marketlink acknowledges that a violation of this Section 15
may constitute a violation of the securities laws and regulations by
Marketlink.


D. Each of the parties hereto acknowledges that irreparable harm, for
which there would be no adequate remedy at law, would arise from a
violation of this Agreement, which would give rise to a right to an
injunction in favor of the non-breaching party. Notwithstanding the
foregoing, the parties are entitled to pursue any appropriate remedies
at law or in equity for breach of this Agreement.


E. With respect to the Confidential Information, neither party shall (nor
shall any Representative of a party) create, produce or develop in any
manner, nor shall a party copy, photograph or reproduce in any manner,
in whole or in part, the Confidential Information of such other party,
without the prior written consent of the other party.


F. "Confidential Information" includes, but shall not be limited to, the
Products, trade secrets, policies, procedures, techniques, designs,
drawings, know-how, technical information, specifications, computer
software, intellectual property, information and data relating to the
development, research, testing, manufacturing, costs, marketing and
uses of the products and services developed, manufactured or sold by a
party hereto, each party's budgets and strategic plans, and the
identity and special needs of customers for the products and services
relating to each party's databases, data, all technology relating to
each party's business, systems, methods of operation, customer lists,
customer information, business and financial information, solicitation
leads, marketing and advertising materials, methods and manuals and
forms, all of which pertain to the activities or operations of each
party.


G. Notwithstanding the foregoing, information shall not be deemed
Confidential Information and the receiving party shall have no
obligation with respect to any such information which: (a) is already
known to the receiving party, and such prior knowledge can be
demonstrated through physical evidence that pre-dates the date of
disclosure and such prior knowledge was not gained through a
confidential disclosure; (b) is or becomes publicly known through
publication or otherwise and through no wrongful act of receiving
party; (c) is received from a third party without similar restriction
and without a breach of this Agreement; (d) is furnished to a third
party by the disclosing party without a similar restriction on the
third party's rights; (e) is approved for release by written
authorization of the disclosing party (so long as such release complies
with any requirements of the authorization); or (f) is disclosed
pursuant to the lawfully imposed requirement of a governmental agency
or disclosure is required by operation of law.


H. In the event that either party or any of its Representatives become
legally compelled to disclose any of the Confidential Information of
the other party, it shall provide the other party with prompt prior
written notice so that the other party may seek a protective order or
other appropriate remedy and/or waive compliance with the terms of this
Agreement. In the event that such protective order or other remedy is
not obtained, or that the other party waives compliance with the
provisions hereof, the receiving party agrees to furnish only that
portion of the Confidential Information which, as advised by written
opinion of counsel, is legally required and to exercise its best
efforts to obtain assurance that confidential treatment will be
accorded such Confidential Information including filing any requests
for confidential treatment as may be afforded under any law, rule or
regulation. In any event, neither party nor any of their
Representatives will oppose action by the other party to obtain an

  9


appropriate protective order or other reliable assurance that
confidential treatment be accorded the Confidential Information.


I. Each party understands and acknowledges that the other party is not
making any representation or warranty, express or implied, as to the
accuracy or completeness of the Confidential Information, and the other
party will not have any liability to such party or any other person
resulting from the use by such party of the Confidential Information.

16. NONSOLICITATION


A. During the term of this Agreement and for one (1) year thereafter, each
party, directly or indirectly, will not solicit, hire or contact any
employee of the other party for the purpose of hiring them or causing
them to terminate their employment relationship with the other party.


B. Unless otherwise agreed to in writing by the parties hereto, in the
event that a party hires an employee of the other party, the hiring
party will pay a fee to the other party equal to thirty (30%) of the
new hire's first year base salary, commission and bonus, payable
monthly, beginning with the second month of the new hire's hire date
with the hiring party. No other compensation or costs shall be paid by
the hiring party to the other party.

17. GENERAL


A. This Agreement, together with the attached exhibits, constitutes the
entire agreement of the parties and shall supersede any other prior
oral or written agreements or understandings with respect to the
subject matter hereof; and shall be binding upon and inure to the
benefit of the parties' successors and assigns. Except for Exhibit A
and Exhibit F, this Agreement may not be modified in any way without
the written consent of both parties.


B. Marketlink shall not have the right to assign this Agreement in whole
or in part without Company's written consent. The Company may assign
this Agreement or any right, obligation or interest herein to any
assignee, transferee, "spin off" or successor in interest of
substantially all of the assets of Company.


C. This Agreement shall be interpreted according to the laws of the State
of Delaware, without regard to the choice of law considerations.


D. In the event that a dispute arises between the parties pertaining to
any matters related to this Agreement, the following procedure shall
apply and the parties shall make all best efforts to resolve the
dispute in good faith as quickly as possible: (i) In the event of any
such dispute, the matter shall be immediately referred to the
respective Chief Financial Officer of each party; (ii) In the event
that those Chief Financial Officers cannot resolve such dispute within
30 days, the matter shall be submitted to the respective Chief
Executive Officer of each party; (iii) In the event that the respective
Chief Executive Officers cannot resolve such dispute within 10 days,
then either party may pursue any other remedy available under law or in
equity.


E. If any portion of this Agreement shall be finally determined by a court
of competent jurisdiction to be invalid or unenforceable, such portion
shall be enforced to the maximum extent permitted by law and the
remainder of this Agreement shall continue in full force and effect.


F. All notices hereunder shall be in writing, and shall be sufficiently
given if delivered to the addressees in person, by overnight courier or
similar receipted delivery...

View agreement details