CMS Agent Agreement

ARTICLE 1
DEFINITIONS

1.1 “CMS Authorized Sales Agent” shall mean the person(s) within an organization that is approved by CMS, LLC., to introduce the CMS Products and Services to prospective Clients.

1.2 “CMS Products and Services” and “Company Products and Services” shall mean those CMS products and CMS services offered by the Company relating to communication and/or networking as more specifically set forth in Exhibit A contained herein, as may be amended by Company from time to time in its sole discretion.

1.3 “Approved Service Plan(s) and General Agent Commissions” and “Approved Service Plans” shall have the meaning as defined in Section 4.1 hereof and as may be further defined in Exhibit B.

1.4 “Client” shall mean any person, entity or customer that utilizes CMS Products and Services provided by or through the Company.

1.5 “Company Accounts” shall mean those Clients to whom CMS Products and Services are provided by the Company.

1.6 “Company Report(s)” shall have the meaning as defined in Section 6.3 hereof.

1.7 “General Agent Accounts” shall mean those Clients whose business with the Company was procured through the direct efforts of the General Agent and confirmed by the Company.

1.8 “Promotional Materials” shall mean brochures, Web site, sales literature, and such other promotional materials for the Company Products and Services as may be provided to the General Agent from time to time by the Company or approved by the Company for use by General Agent.

1.9 “Regulatory Approvals” shall mean any and all certifications, permits, licenses, approvals, or consents as may be required at any time by the Federal Communications Commission, any state or local public utility commission, or any other regulatory authority of the United States or any other nation or territory thereof, which authorize, qualify or otherwise enable the Company (or their respective successors in interest) to provide the CMS Products and Services to a Client.

1.10 “Service Subscription(s)” shall have the meaning as defined in Section 2.2 hereof.

1.11 “Slamming” shall mean the act of processing unauthorized Service Subscriptions resulting in the Client being subscribed to Company Products and Services without the consent of the Client.

ARTICLE 2
AUTHORIZATION OF GENERAL AGENT

2.1 The General Agent’s authority hereunder shall be to present the Company’s products and services, with the assistance of the Company’s internal sales staff.

2.2 All CMS Products and Services shall only be offered in accordance with the rates, policies, restrictions and conditions prescribed from time to time by the Company in writing. All required documentation, including but not limited to, hardware contracts and subscriptions for CMS Products and Services (“Service Subscription(s)”) from prospective Clients shall be provided solely by the Company. The General Agent shall make no representations and give no guarantees or warranties with respect to any offerings, except as expressly authorized in writing by the Company. The General Agent shall have no authority, and will not make any representations that it has authority, to accept any Service Subscriptions on behalf of the Company or to modify any term of any of the Company’s agreements, unless such authority is expressly granted by the Company in writing.

2.3 The General Agent shall promptly forward to the Company all Service Subscriptions obtained from any prospective Client for processing. The Company reserves the right to reject any Service Subscription from any person or entity which is already a Client or if the Company otherwise determines that service to such prospective Client is not in the best interest of the Company.

2.4 The Company shall have the sole authority to accept or reject all Service Subscriptions and to establish the terms and conditions of agency, if any at all. The Company shall promptly notify the General Agent of the acceptance or rejection of any Service Subscription.

2.5 The Company reserves the right to cancel, void or terminate any Service Subscription or to otherwise discontinue Company Products and Services to any of the General Agent Accounts for any cause permitted under its tariffs and/or Service Subscriptions, which shall include, but is not limited to, delinquent payment, fraudulent calls, the Company’s inability to continue to provide such services, or a material default under any agreement.

ARTICLE 3
TERM OF AGREEMENT

3.1 This Agreement shall commence on the date of this Agreement signed by the Company and continue for a period of 24 months subject to termination pursuant to Article 12 of this Agreement. This agreement shall automatically renew for successive one (1) year terms unless terminated in writing by General Agent with 90 days written notice or by Company with 60 days written notice. The terms and conditions of this agreement shall remain in effect for the renewal period unless the Company notifies the General Agent, in writing, at least 30 days prior to the auto renewal date. Such notice is to be sent by certified mail.

ARTICLE 4
SERVICE RATES; COMMISSIONS

4.1 The General Agent may offer to prospective Clients CMS Products and Services only at the Approved Service Plans as authorized by the Company in writing. Charges, commissions, fees and surcharges associated with the Company Products and Services that are not authorized by the Company in writing will be determined on an individual case basis. The Company may adjust the Approved Service Plans from time to time, and may, at any time, in its sole discretion, impose such new or modified compensation with respect to any Approved Service Plans as it shall elect from time to time with respect to Clients thereafter procured by General Agent. Notice of such changes will be provided to the General Agent in writing thirty (30) days in advance of the implementation of such change. Where more than one “Plan” is specified in the Approved Service Plans, the General Agent may choose which Plan to offer to any prospective Client to the extent such Client is eligible for the same as provided under applicable tariffs or Approved Service Plans. In the event that the Company is in a competitive situation where lower rates are required, then compensation may also be modified.

4.2 If General Agent desires to offer and sell service plans that are not Approved Service Plans, General Agent shall notify the Company of such requested service plans in a formal written request to the Company, and the Company may implement the same in its sole and absolute discretion. General Agent shall not offer or sell any service plan unless and until the same becomes an Approved Service Plan as provided by the Company in writing.

4.3 The Company shall send billing statements by means of mail or permitted means to General Agent Accounts for Company Products and Services rendered for the billing period. Currently, the Company bills on a monthly basis, however it reserves the right to bill for such usage periods as it shall determine from time to time. The billing statements will identify the Company as the service provider. The Company may require a deposit and/or advance payment of monthly recurring charges associated with Company Products and Services. The amount of such deposit and/or advance payment will be determined on an individual case basis.

4.4 General Agent’s commissions will be paid weekly for the preceding week’s paid account activity. For the purpose of calculating commission based on collected account activity an account is considered paid and commissionable upon the satisfaction of the total invoiced amount. General Agent’s commission must equal at least one hundred dollars ($100.00) before a payment will be sent. Commissions will accrue until the one hundred dollar ($100.00) minimum is met.

ARTICLE 5
RESPONSIBILITIES/ REPRESENTATIONS OF GENERAL AGENT

5.1 In accordance with this Agreement the General Agent’s responsibility shall include but not be limited to the following:

a. The General Agent must present the CMS Products and Services to prospective customers.

b. The General Agent shall use its best efforts when representing the Company and shall in no way use information, proposals, pricings procured through this relationship to sell or influence Clients or transactions for the benefit of other vendors.

c. The General Agent shall adhere to the Company’s Code of Ethics set forth herein.

d. The General Agent agrees to abide by the Company’s policies and procedures with respect to its products and services, which may be amended from time to time.

e. Upon request, the General Agent agrees to assist the Company in contacting General Agent Accounts that have an unpaid invoice greater than forty-five (45) days from the date of invoice for the purpose of soliciting payment. Unless otherwise agreed in writing by the Company, General Agent shall not contact any Client to solicit payment of any invoice.

5.2 General Agent and its employees shall not engage in any fraudulent, misleading, unfair or deceptive conduct or practice in soliciting or obtaining Service Subscriptions for any of the Company Products and Services from any prospective Client, or otherwise modify, change, backdate, forge, counterfeit, or otherwise tamper with any Service Subscription signed or executed by any Client, or market Company Products and Services at any service plans other than those approved by the Company. Without limiting the above, General Agent covenants and agrees that it, and its employees shall at all times comply with all applicable federal and state and local laws, rules and regulations, including those regarding the solicitation and procurement of Service Subscriptions for Company Products and Services, fair trade practice and consumer protection laws, and telemarketing laws. In any case where the General Agent is notified of any, or becomes the subject of any, complaint, investigation or proceeding before any governmental body or agency relating to any prospective or existing Client subscribing to Company Products and Services or General Agent’s performance of or conduct arising out of this Agreement, General Agent shall immediately notify the Company, and General Agent shall cooperate in all respects with the Company’s investigation of the same.

5.3 General Agent represents and warrants to the Company as follows as of the date hereof and for so long as this Agreement is in effect:

5.3.1 General Agent is duly qualified and authorized to conduct the business contemplated hereunder in all jurisdictions where the same is required.

5.3.2 General Agent is in compliance with all applicable international, federal, state and local laws and regulations applicable to its performance under this agreement. General Agent agrees to provide proof of such compliance within five (5) business days from any such request by the Company.

5.3.3 Neither General Agent nor any of its officers, directors or employees is the subject of any proceeding, or has been the party to any judgment or decree, wherein any such party has been alleged or was found to have engaged in any fraudulent, deceptive or other dishonest act, nor are any of them subject to any cease and desist order or other form of injunctive or equitable relief which prohibits them from engaging in the conduct of the business contemplated hereunder.

5.3.4 This Agreement and the performance of its terms and conditions has been duly authorized and approved by all necessary parties, does not conflict with or violate the terms or conditions of any other agreement to which General Agent is a party, and constitutes a legally binding and valid obligation of the General Agent, and is enforceable against in accordance with its terms.

5.4 General Agent understands and agrees that failure to comply with the responsibilities, representations and warranties set forth in this Article 5 shall, inclusively but not exclusively, constitute a breach of this Agreement.

ARTICLE 6
REPORTING

6.1 It is the responsibility of the General Agent to maintain, for a period of not less than three (3) years, true and correct records of the Service Subscriptions forwarded to the Company, and any and all records evidencing the solicitation and procurement of Clients on behalf of the Company. Such records shall include, but not be limited to, copies of letters of authorization, all telemarketing scripts, all advertising materials and advertisements, rate sheets and quotation sheets. The General Agent shall reconcile the Service Subscriptions sent to the Company with the Company Report provided by the Company and to report any discrepancies to the Company immediately. Notwithstanding the foregoing, the failure to provide the Company with written notice of any discrepancies contained in such reports within sixty (60) days after the date upon which a Company Report first contains the information being contested shall constitute a waiver by General Agent and the Company shall have no liability whatsoever for the same.
6.2 General Agent understands and agrees that the Company reserves the right, in its absolute discretion, to implement policies and procedures as it deems necessary with respect to soliciting and/or procuring prospective Clients, the form and content of Service Subscriptions, required document and information retention, and the method and means for documenting, authenticating and validating subscription, account and commission information; including the use and submission of particular forms, information and data and in such formats and electronic transmission mediums as shall be prescribed, and the use of marks and logos. General Agent agrees that it shall comply with all such policies and procedures as are in effect from time to time.
6.3 The Company shall provide the General Agent with a commission report (“Company Report(s)”). Such reports shall be provided within five (5) business days of each commission payment pursuant to Section 4.1 of this Agreement.

ARTICLE 7
RELATIONSHIP OF THE PARTIES

7.1 The Company and the General Agent each acknowledge and agree that the General Agent is an independent contractor and not an employee, franchisee, partner or co-venturer of or with the Company. Except as may specifically be provided by this Agreement, the General Agent is solely responsible for its own business expenses including, but not limited to, all costs of purchasing or leasing office space, equipment and furniture, employing or hiring any personnel or sales representatives, securing insurance of any kind, working hours, office location, customer contacts, transportation, advertising and the production of Promotional Materials.

7.2 Except as set forth herein, the General Agent, and its employees shall not represent or imply to any third party that they are direct employees of or authorized representatives of the Company and that they have the power or authority to enter into any contract or commitment in the name of or on behalf of the Company, or to otherwise bind the Company.

7.3 Each Service Subscription executed by and between a Client and the Company is the sole and exclusive property of the Company and in no case shall the General Agent be deemed to have any direct or indirect beneficial ownership interest in any such Service Subscription.

ARTICLE 8
USE OF MARKS

8.1 The services, marks and logos of the Company are proprietary to, and are the sole and exclusive property of, the Company, and General Agent may not use without the prior written consent of the Company, which consent shall not be unreasonably withheld. When seeking consent, General Agent must submit any materials using either the service mark or logo of the Company to the Company for approval.

ARTICLE 9
CONFIDENTIALITY

9.1 The Company and the General Agent agree that, in the course of their relationship certain proprietary information may be provided by each Party (the “Providing Party”) to the other (the “Receiving Party”). Such information may pertain to various aspects of each Party’s business, including but not limited to, future plans, business affairs, processes, trade secrets, technical matters, customer lists, designs, and other vital information which are valuable, special and unique assets of the Providing Party (collectively, the “Confidential Information”). The term “Confidential Information” shall include, but is not limited to, all information disclosed by the Providing Party to Receiving Party that is marked or designed on the cover envelope in writing as “Confidential” or with works of similar import, and all information discussed orally that is claimed to be confidential at the time of discussion.

9.2 Without the prior written consent of the other, neither Party shall publish, disclose or convey to any other person or entity any Confidential Information of the other unless otherwise required by law, a court of competent jurisdiction, or to obtain Regulatory Approval.

9.3 Each Party shall use the same degree of care to avoid disclosure of the other Party’s Confidential Information as such Party employs with respect to its own information which it does not desire to disclose, but at all times shall use at least reasonable care.

9.4 The confidentiality obligations imposed in this Agreement shall not apply to materials and information if (A) such materials or information are in the public domain at the time of disclosure, through no wrongful act of the Receiving Party; or (B) such materials or information are generally known to the Receiving Party at the time of disclosure without obligation concerning its confidentiality; or (C) such materials or information are furnished to a third party by the Providing Party under no obligations of confidentiality.

9.5 DTSA NOTICE: This Agreement does not affect any immunity provided under 18 USC Sections 1833(b) (1) or (2), which read as follows: (1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. However, except as expressly set forth above, nothing in this provision shall be construed to authorize, or limit liability for, an act that is otherwise prohibited by law, such as the unlawful access of material by unauthorized means.

9.6 The provisions of this Article 9 will be effective from and after the Effective Date of this Agreement and shall remain in full force and effect after termination of this Agreement.

ARTICLE 10
ASSIGNMENT

10.1 The Company shall have the right to transfer and assign this Agreement or any or all of its rights and obligations under this Agreement to any other party, subject to any required regulatory approvals. The General Agent shall have the right to transfer or assign this Agreement or any of its rights or obligations under this Agreement with the prior written consent of the Company which consent shall not be unreasonably withheld; the sole exception being if such transfer or assignment is made to an affiliated entity controlled by the General Agent. “Controlled” shall be defined as a minimum of 51% ownership in such affiliated entity. At the time of transfer or assignment of this Agreement by the General Agent, The Company will impose a processing fee of $1,000.00 to the receiving party.

ARTICLE 11
NON-SOLICITATION

11.1 During the Service Term and for a period of three (3) years following the termination of this Agreement, the Parties agree not to directly or indirectly solicit or engage any employee or former employee of the other Party for employment as an employee, independent contractor, partner or consultant in connection with such Party’s business or any business competitive with the business of the other Party.

11.2 As long as the General Agent is being compensated in accordance with the terms and conditions herein and this Agreement has not been terminated then during the Service Term and for a period of three (3) years following the termination of this Agreement, General Agent agrees not to solicit any Client procured by the General Agent for the purpose of procuring that Client for another company offering a service being provided to that Client by CMS, without obtaining the written permission of the Company .

ARTICLE 12
TERMINATION

12.1 Either Party may terminate this Agreement in the event either Party fails to cure within thirty (30) days after written notification of such breach or a mutually agreed extension thereof. Notwithstanding anything to the contrary contained herein, upon termination of this Agreement caused by any breach of contract by the General Agent, the General Agent’s compensation as provided herein shall also be terminated.

12.2 Notwithstanding anything to the contrary contained herein, the Company shall have the right, in its sole and absolute discretion, to terminate this Agreement, with or without cause, upon sending the General Agent thirty (30) days prior written notice of termination. Pursuant to Section 12.4, General Agent shall continue to receive commission for a period of time recited in Section 12.4 should termination be invoked in accordance with this section.

12.3 Upon termination of this Agreement by either Party, General Agent shall immediately cease to use all logos, trade names, service marks, proprietary information, or any marketing or informational material of or provided by the Company.

12.4 General Agent will continue to receive commissions as set forth herein for the period of three years after the date of termination for those General Agent Accounts existing as of the date of termination, that continue to incur charges for Company Products and Services and remain in good standing with the Company, unless this Agreement is terminated as a result of a breach of contract by General Agent.

ARTICLE 13
FORCE MAJEURE

13.1 If the either Party’s performance under this Agreement, or any obligation hereunder, is prevented, restricted or interfered with by Causes (as defined below) beyond that Party’s reasonable control, then that Party shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference, and the other Party shall likewise be excused from performance of its obligations on a day-to-day basis to the extent the other Party’s obligations related to their performance are prevented, restricted or interfered with by the same.

13.2 The “Causes” shall include any acts of God, fire, explosion, epidemics, pandemics, floods, earthquakes or other natural disaster, war, terrorist events, vandalism, cable cut, storm or other similar occurrence; any law, order, regulation, direction, action or request of the United States government or of any governmental department (including state and local governments or any government agency, commission, court, bureau, corporation or other instrumentality of any one or more of said governments) or any civil or military authority; any national emergency, insurrection, riot, war, strike, lockout, work stoppage or other labor difficulty; or any supplier failure, shortage, breach or delay.

ARTICLE 14
LIMITATION OF WARRANTIES AND LIABILITIES

14.1 Subject to the provisions of Article 12 of this Agreement, the Company warrants that its provision of the Company Products and Services will be in accordance with all applicable laws, rules and regulations governing the provision of the Company Products and Services.

14.2 THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR REMEDIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN THE EVENT OF ANY DEFECT WHATSOEVER IN THE COMPANY PRODUCTS AND SERVICES, NEITHER THE COMPANY NOR ANY THIRD-PARTY PROVIDER OR OPERATOR OF FACILITIES EMPLOYED IN THE PROVISION OF ANY COMPANY PRODUCTS AND SERVICES SHALL BE LIABLE TO THE GENERAL AGENT, OR ANY CLIENT FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, ACTUAL, PUNITIVE OR ANY OTHER DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER.

14.3 General Agent understands and acknowledges that it may be subject to regulatory compliance requirements in its offer or sale of the Company Products and Services. The General Agent assumes full responsibility for any and all expenses associated with obtaining any regulatory approvals, which may be required for the General Agent.

ARTICLE 15
INDEMNIFICATION

15.1 The General Agent hereby releases and agrees to indemnify, defend, protect and hold harmless the Company, its employees, officers, directors, general agents and shareholders, from and against and assumes liability for:

(a) Any injury to any person or entity or loss of or damage to any property or facilities of any person or entity, or any fine or penalty imposed upon any person or entity arising out of or resulting in any way from the acts or omissions, negligent or intentional of, or breaches or violations of any laws, rules or regulations by, the General Agent or any of its officers, directors, employees, or contractors;

(b) Any and all losses, liabilities, damages and expenses arising from or related to claims, actions or proceedings for errors, omission, delays or interruption in the Company Products and Services where facilities or equipment have been furnished by the General Agent;

(c) Any and all losses, liabilities, damages and expenses arising from or related to claims, actions or proceedings for Slamming;

(d) Any and all losses, liabilities, damages and expenses arising from or related to claims, actions or proceedings for breach of non-compete or non-solicitation agreements to which General Agent or its employees are a party; and
(e) Claims for patent, trade name or trademark infringement against the Company arising from the unauthorized acts of the General Agent, or any of its employees or contractors.

15.2 Upon written notice from and at the sole election of the Company, the General Agent agrees to assume the defense of any claim, lawsuit, administrative action or other proceeding brought against the Company by any public body, individual, partnership, corporation, or other legal entity, including by any Client, for which the General Agent has an obligation to assume liability for or to indemnify the Company resulting from the actions of the General Agent or its employees or contractors . The General Agent shall pay all costs relating to such defense, including but not limited to, attorneys’ and paraprofessional’s fees, investigators’ fees, litigation expenses, settlement payments and amounts paid in satisfaction of judgments. In no event, however, will General Agent admit liability or agree to any settlement on behalf of the Company without the prior written consent of Company. Subject to the foregoing, however, Company, at its own expense, may participate, through its attorneys or otherwise, in the investigation, trial, defense, and settlement of any such claim, demand or action and any appeal therefrom.

ARTICLE 16
MISCELLANEOUS

16.1 The General Agent agrees to execute such other documents and instruments, provide such additional information, and otherwise cooperate with the Company, as may be reasonably requested from time to time by the Company to achieve the purposes of the Agreement and to consummate any and all transactions contemplated herein.

16.2 General Agent hereby consents and authorizes the company to obtain any and all background information (including information maintained by third parties such as credit bureaus, credit agencies and banking institutions) pertaining to the General Agent and/or its principals, officers and/or directors for the purpose of determining the suitability of the General Agent becoming a General Agent of the Company. General Agent also agrees to execute any additional forms necessary to authorize the release of information used to determine such suitability.

16.3 The Company shall have the right to setoff against any amounts due and owing to General Agent to satisfy any and all amounts due and owing by General Agent to the Company. Setoffs agreed to by both Parties will be processed in due course; disputed setoffs will be withheld and placed in reserve until such time that both Parties can mutually agree upon a resolution. Pursuant to Section 16.11, in the event that the Company and General Agent cannot reach an agreement on such a matter, the General Agent’s sole remedy is to handle such dispute per Section 16.11 hereof.

16.4 Failure by either Party to exercise any right shall not be deemed a waiver of that right, and any single or partial exercise of any right shall not preclude the further exercise of that right. Every right of either Party shall continue in full force and effect until such right is specifically waived in writing signed by the waiving Party.

16.5 If any part, term or provision of this Agreement is held by any court or administrative agency to be prohibited by any law, regulation or rule applicable to this Agreement or the transactions contemplated herein, the rights and obligations of the Parties shall be construed and enforced to the greatest extent allowed by law, or if such part, term or provision is unenforceable, as if the Agreement did not contain that particular part, term or provision.

16.6 The Article headings in this Agreement have been included for reference only and shall not be considered in the construction or interpretation of this Agreement.

16.7 This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against with Party. Any ambiguity will not be interpreted against the drafting Party.

16.8 Any notices required or permitted to be sent hereunder shall be in writing and shall be sent in a manner requiring a signed receipt, such as courier delivery, or if mailed, registered or certified mail, return receipt requested. Notice is effective upon receipt. Notice to General Agent shall be addressed to the General Agent’s address for notice set forth in Schedule A or such other person or address as the General Agent may designate in writing. Notice to Company shall be addressed to the address for CMS listed in the preamble of this Agreement, Attention: ____________________ or such other address and contact name as the Company may designate in writing from time to time.

16.9 This Agreement shall benefit and bind the Company and the General Agent and their respective successors and assigns.

16.10 This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Connecticut, and applicable federal laws.

16.11 The Parties agree that for disputes between the Parties arising under this Agreement, the aggrieved Party will provide a written dispute notice to the other party explaining the nature of the dispute and the specific Sections hereof that apply. The Parties will first attempt to resolve the dispute by formal negotiations between executives of each Party who have the authority to resolve the dispute. If negotiations do not to resolve the dispute after 30 days from receipt of the written dispute notice, the Parties agree to attempt to resolve the dispute through mediation using a mutually agreed upon mediator promptly selected by the Parties after negotiations end. If mediation does not resolve the dispute within 30 days from the start of mediation, the Parties agree to attempt to resolve the dispute using binding Arbitration. Such Arbitration shall be conducted in Hartford, Connecticut by a single qualified Arbitrator promptly chosen by the Parties after mediation is complete, who shall render a decision within 30 days from the start of the Arbitration based on the relevant facts and the terms of this Agreement and applicable law and judicial precedent and render a written opinion on same. Such decision shall be final and binding as between the Parties and judgement on any award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. The Arbitration shall be administered by an agency mutually agreeable to both Parties. Each Party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. The Parties agree that the losing Party shall be responsible for all respective costs arising from such proceeding, including but not limited to, attorneys’ fees. In the event that such decision is not clearly in the favor of one Party or the other, each Party will bear their respective costs.

16.12 Notwithstanding Section 16.11, violation of Articles 8, 9, and 11 by General Agent shall entitle the Company, at its option, to obtain from a court of law either injunctive relief or specific performance of the obligations described in Articles 8, 9, and 11 without a showing of irreparable harm or injury and without bond.

16.13 This Agreement constitutes the entire agreement of the Parties with respect to the subject matter herein and supersedes all prior understandings with respect to the subject matter herein. No change, modification, addition, termination of this Agreement shall be enforceable unless in writing and signed by the Party against whom enforcement is sought. This Agreement shall survive the merger, acquisition, or assignment of either Party to or by any other entity subject to assignment pursuant to Article 10 of this Agreement.

16.14 The terms and provisions of Articles 1, 2, 5, 7 through 9, Article 11, 12.3, and Articles 14 through 16 shall survive termination, expiration and cancellation of this Agreement.

16.15 This Agreement may be executed in one or more counterparts, each of which when so executed shall be an original, but all of which together shall constitute one agreement.