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DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA14FA046EA61302 <br /> Client shall bear all costs associated with audits. This Agreement may be executed in several counterparts, each of <br /> which will be deemed an original, and all of which taken together will <br /> (j) Assignment. constitute one single agreement between the Parties with the same <br /> Neither Party may assign or otherwise transfer any of its rights, effect as if all the signatures were upon the same instrument. The <br /> duties or obligations under this Agreement without the prior written counterparts of this Agreement may be executed and delivered by <br /> consent of the other Party. Either Party, however, without any facsimile or other electronic signature (including portable document <br /> requirement for prior consent by the other, may assign this format)by either of the Parties and the receiving Party may rely on the <br /> Agreement and its rights hereunder to any entity who succeeds (by receipt of such document so executed and delivered electronically or <br /> purchase, merger, operation of law or otherwise) to all or by facsimile as if the original had been received. <br /> substantially all of the capital stock, assets or business of such Party, <br /> if the succeeding entity agrees in writing to assume and be bound by <br /> all of the obligations of such Party under this Agreement. This (q) Bench Trial. <br /> Agreement shall be binding upon and accrue to the benefit of the The Parties agree to waive, to the maximum extent permitted by law, <br /> Parties hereto and their respective successors and permitted any right to a jury trial with respect to any Dispute. <br /> assignees. <br /> (k) Modification. <br /> This Agreement may be modified only by a written amendment <br /> executed by duly authorized officers or representatives of both Parties. <br /> (1) Provisions Severable. <br /> If any provision in this Agreement is held by a court of competent <br /> jurisdiction to be invalid, void, or unenforceable, then such provision <br /> shall be severed from this Agreement and the remaining provisions will <br /> continue in full force. <br /> (m) Dispute Resolution. <br /> Should a dispute arise between MCCi and Client involving their <br /> respective responsibilities, limitations or the working relations between <br /> the Parties under this Agreement or any Order, then the Parties will <br /> make reasonable efforts to amicably resolve the dispute. Prior to <br /> entering arbitration as set forth below, the Parties agree that any <br /> dispute will initially be referred to their senior management for <br /> resolution within ten (10) business days of receipt of notice specifying <br /> and asking for the intervention of the Parties'superiors. If the dispute <br /> is still unresolved after such ten (10) business day period, the Parties <br /> agree,at the written request of either Party,to submit the dispute to a <br /> single arbitrator for resolution by binding arbitration under the rules of <br /> the American Arbitration Association, and that any award of the <br /> arbitrator shall be enforceable under any court having jurisdiction <br /> thereof. In any such action, the Parties will bear their own costs and <br /> will share equally in the costs and fees assessed by the American <br /> Arbitration Association for its services. <br /> (n) Interpretation. <br /> The descriptive headings of this Agreement and of any Order under <br /> this Agreement are for convenience only and shall not affect the <br /> construction or interpretation of this Agreement. As used herein, <br /> "include" and its derivatives (including, "e.g.'� shall be deemed to <br /> mean"including but not limited to."Each Party acknowledges that this <br /> Agreement has been the subject of active and complete negotiations, <br /> and that this Agreement should not be construed in favor of or against <br /> any Party by reason of the extent to which any Party or its professional <br /> advisers participated in the preparation of this Agreement. <br /> (o) Publicity. <br /> MCCi may use the name of Client,the existence of this Agreement and <br /> the nature of the associated services provided herein for marketing <br /> purposes, except that such use shall not include any Client Confidential <br /> Information as defined in Section 8 of this Agreement. <br /> (p) Counterparts. <br /> Last updated: August 2021 MCCi MSA Page 6 of 7 <br />