Qubole Professional Services Agreement

Last Updated: 10/02/18

Subject to the applicable Service Order entered into between the Parties or accepted by Customer on the date set forth in such Service Order (the “Effective Date”), and in consideration of the mutual undertakings herein contained, the Parties hereby agree as follows:

  1. Definitions

    Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement

    1. “Change Order Request” means a written request by Customer requesting to change the scope of the Professional Services as described in the Statement of Work.
    2. “Confidential Information” means: (i) the Service and other related information; (ii) any technical or business information, ideas, materials, know-how or other subject matter that is disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that: (A) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (B) if disclosed orally, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (C) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary; and (iii) the specific terms of this Agreement. Confidential Information shall include, but is not limited to, research, products, software, services, database, business plans, development materials, inventions, processes, specifications, technology designs, drawings, diagrams, engineering materials, physical configuration of technology, marketing materials, techniques, mask works, documentation, customer information, pricing information, procedures, data concepts, financial information and employee files.
    3. “Intellectual Property” means any and all patents, inventions, copyrights, works of authorship, trademarks, trade secrets, know-how, and all other intellectual property (whether registered or unregistered and including the right to register such intellectual property) that are, in each case, protected under the laws of any governmental authority having jurisdiction.
    4. “Pre-existing Intellectual Property” means: (a) Intellectual Property in existence as of the Effective Date of this PSA, and (b) Intellectual Property that a Party creates or develops outside the scope of the Professional Services provided to Customer under this PSA and without the use of the other Party’s Confidential Information.
    5. “Professional Services” means the professional services performed by Qubole on behalf of Customer as specified in the applicable Statement of Work.
    6. “Statement of Work” means a separate statement of work mutually agreed between the Parties which describes the specific Professional Services to be performed by Qubole, including any Work Product to be delivered.
    7. “Work Product” means all inventions, improvements, modifications, enhancements, derivatives, processes, methodologies, formulas, designs, drawings, data, information, and works of authorship in which any proprietary right exists or may be acquired or asserted, and which are developed, discovered, invented, authored, or first reduced to practice by Qubole, alone or jointly with Customer and/or any third party or parties, in accordance with and as expressly enumerated or defined in a separate Statement of Work; provided, however, that Work Product shall not include Qubole’s Pre-Existing Intellectual Property.
  2. Professional Services
    1. Statements of Work. Customer and Qubole may execute Statements of Work, each of which will expressly refer to this PSA, will form a part of this PSA, and will be subject to the terms and conditions contained herein.
    2. Performance of Services. Qubole will perform or cause to be performed the Professional Services in accordance with the terms and conditions of this PSA and of each Statement of Work. Qubole reserves the right to subcontract any of the Professional Services provided any such contractor(s) meet the requirements and conditions of this PSA and any related Statements of Work. Qubole may replace or change employees and subcontractors as required. Nothing in this PSA will be deemed to restrict or limit Qubole’s right to perform similar services for any other party or to assign any employees or subcontractors to perform similar services for any other party; provided that Qubole complies with its obligations under Section 4 (Confidentiality) with respect to Customer Confidential Information. Qubole is not responsible for any delay in providing Professional Services where such delay arises solely from Customer’s acts or omissions or failure to reasonably cooperate to provide information and access necessary for Qubole to timely provide the Professional Services
    3. Changes to Statement of Work. Customer may submit to Qubole a written Change Order Request. Qubole may, at its discretion, consider such Change Order Requests, but Qubole has no obligation to do so. If Qubole elects to consider such a Change Order Request, then Qubole will promptly notify Customer if it believes that the Change Order Request requires an adjustment to the Fees (as defined below) or to the schedule for the performance of the Professional Services. In such event, the parties will negotiate in good faith a reasonable and equitable adjustment to the Fees and/or schedule, as applicable. Qubole will continue to perform Professional Services pursuant to the existing Statement of Work and will have no obligation to perform any Change Order Request unless and until the parties have agreed in writing to such an equitable adjustment.
  3. Payment
    1. Fees. For Qubole’s performance of Professional Services, Customer will pay Qubole fees calculated in accordance with the terms set forth in the applicable Statement of Work (“Fees”). All prepaid Education Services (as defined in the Statement of Work as applicable) and Professional Services must be redeemed within twelve (12) months from the date of purchase/invoice. At the end of the twelve (12) month term, any remaining pre-paid unused Education Services or Professional Services will expire; no refunds will be provided for any remaining pre-paid unused Education Services or Professional Services.
    2. Expenses. Unless otherwise specified in the applicable Statement of Work, upon invoice from Qubole, Customer will reimburse Qubole for all reasonable expenses incurred by Qubole while performing the Professional Services, including without limitation, transportation services, lodging, meal and out-of-pocket expenses, and third party online and offline research services directly related to the provision of the Professional Services (the “Expenses”). Qubole will include, upon request, reasonably detailed documentation of all such Expenses in excess of $25 USD with each related invoice. Qubole shall be entitled to reimbursement for all pre-approved Expenses as shall be agreed upon. All Expenses are subject to submission and approval of written statements and receipts in accordance with the then regular procedures of the Customer.
    3. Payment Terms. Qubole will invoice Customer on a regular basis for all applicable Fees and Expenses incurred in connection with the performance of the Professional Services and other payments due under this PSA and any Statement of Work. Qubole will charge Fees and Expenses in US dollars or such other method specified in the Statement of Work. Except as otherwise provided herein or on the applicable Statement of Work, all Fees and Expenses are non-refundable. Unless otherwise stated in the Statement of Work, invoiced Fees and Expenses are due thirty (30) days from the invoice date. Customer is responsible for maintaining complete and accurate billing and contact information and notifying Qubole of any changes to such information. If Customer’s payment method fails or its accounts are past due, (a) Customer agrees to pay all amounts due upon demand by Qubole, (b) Qubole may collect Fees or Expenses owed using other collection mechanisms (including charging other payment methods Customer may have on file with Qubole), (c) Qubole reserves the right to either suspend or terminate provision of the Professional Services, and/or (d) Customer agrees to pay a late fee of one and one-half percent (1.5%) per month, or the maximum amount permitted by law, whichever is less. Qubole shall not exercise its rights under the foregoing sentence with respect to Fees and Expenses under invoices that are under a reasonable and good faith dispute, and for which Customer is cooperating diligently to resolve the dispute.
    4. Taxes. All Fees, Expenses and other amounts payable to Qubole hereunder do not include any sales, use, value added, excise or other applicable taxes, tariffs or duties, payment of which will be the sole responsibility of Customer (excluding any taxes based on Qubole’s net income). Customer will promptly reimburse Qubole for any such amounts that Qubole pays on Customer’s behalf.
  4. Confidentiality
    1. Exclusions. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party as evidenced by the records of the Receiving Party.
    2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall protect the Disclosing Party's Confidential Information by using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this PSA, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this PSA and who are bound by confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
    3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
    4. Return and Destruction. Upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy the Confidential Information, including all copies thereof (certifying the fact of such destruction to the Disclosing Party), with the exception that the Receiving Party (a) may retain an archival copy of the Confidential Information and (b) is not required to destroy or alter computer-based back-up files generated in the normal course of its business. Any Confidential Information contained in such archival copies or back-up files shall, however, remain subject to the confidentiality obligations of this Section 4.
    5. Injunctive Relief. Each party acknowledges that the unauthorized use or disclosure of Confidential Information would cause the Disclosing Party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the Disclosing Party will have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.
  5. The Nature of the Contractual Relationship
    1. Qubole shall at all times act as an independent contractor, and shall not be, and/or claim to be, an employee, partner or agent of the Customer. Qubole warrants that it is aware that this PSA is only an agreement for the provision of professional services on a strictly contractual basis and does not create employer-employee relations between the Customer and any of Qubole’s employees, consultants or advisors, and does not confer upon Qubole any rights, except for those set forth herein explicitly.
    2. Qubole declares and represents that it makes, and shall continue to make, all compulsory and other payments in connection with its employees, including without limitation, income tax, social benefits and related payments and any and all other payments to any governmental or other relevant authority in connection with its employees, as required by applicable law.
    3. Without derogating from the above, the parties hereby agree that, in the event that the relationship between Customer and any of Qubole’s employees shall be determined by a judicial or governmental authority at any time hereafter as an employer-employee relationship, Qubole shall reimburse and indemnify Customer for any sum which shall be demanded of it in connection with such determinations, as well as any and all expenses and/or costs incurred by Customer relating to any such determinations, including attorney’s fees.
  6. Term; Termination
    1. Term. This PSA will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this PSA, will remain in force and effect for as long as Qubole is performing Professional Services pursuant to any Statement of Work. The term for the provision of the Professional Services provided under individual Statements of Work will be as set forth in such Statement of Work
    2. Termination for Breach. A Party may terminate this PSA or any Statement of Work: (i) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    3. Termination of SOW. Qubole reserves the right to terminate any SOW for convenience if, due to Customer’s direction or Customer-caused delays, the Professional Services do not commence within thirty (30) days after the execution of the applicable SOW, or if after the Professional Services commence the Professional Services cease at Customer’s direction or due to Customer delays for a period of ninety (90) days. In the event of any such termination, Customer agrees to pay Qubole for Professional Services performed through the date of termination. Qubole is not responsible for any delay in providing Professional Services where such delay arises solely from Customer’s acts or omissions or failure to reasonably cooperate to provide information and access necessary for Qubole to timely provide the Professional Services.
    4. Effect of Termination. Termination of a specific Statement of Work will not result in the termination of this PSA or any other Statement of Work. Termination of this PSA pursuant to Section 6.2 will result in the immediate termination of all active Statements of Work. Upon termination under Section 6.2 neither Party shall have any further obligations under this PSA, except for the obligations which by their terms survive this termination as noted in Section 12.6 hereof. Upon termination and, in any case, upon the Disclosing Party’s request, the Receiving Party shall return immediately all Confidential Information (as defined herein) and copies thereof and any other property belonging to the Disclosing Party, including, but not limited to (if applicable), any keys, cell phone, laptop, reports, research records, computer files and/or records, passwords for all computer records, bank statements, checks or any other financial or bank materials.
  7. Ownership; Proprietary Rights
    1. Results. Except as expressly set forth herein, no license or other rights to Confidential Information are granted or implied hereby by either Party. The Disclosing Party will be the sole and exclusive owner of any and all Confidential Information. The parties acknowledge and agree that, Qubole shall exclusively own all right, title, and interest to the Intellectual Property, including all deliverables, products, devices, inventions, compositions, methods, process, discoveries, know-how, data and other results authorized, created, invented, reduced to practice, developed, discovered or made by Qubole in connection with the Professional Services, but excluding Work Product, (the "Results"); and patent, copyright, trade secret, trademark and other intellectual property rights in the Results. In this regard, Qubole agrees to license and does hereby expressly license to Customer the right to utilize the Results for the term of this PSA. Customer will ensure that Customer’s employees, agents and subcontractors appropriately waive any and all claims and assign any and all rights or any interests in any Results.
    2. Work Product. To the extent defined in a separate Statement of Work, Customer shall own all worldwide right, title, and interest in and to all Work Product delivered to Customer, including all Intellectual Property therein and thereto, from the time that it is created, authored, invented, discovered, or first reduced to practice. Qubole hereby assigns to Customer all worldwide right, title, and interest in and to any and all Work Product, including all Intellectual Property therein and thereto, that Qubole has or may hereafter acquire. For the avoidance of doubt, Work Product shall only consist of intellectual property expressly identified as Work Product under an applicable Statement of Work.
    3. Pre-existing Intellectual Property. Qubole owns and retains all worldwide right, title and interest in and to all Qubole’s Pre-Existing Intellectual Property. To the extent that any Qubole Pre-existing Intellectual Property is included in any Work Product provided to Customer as part of any Professional Services, Qubole hereby grants to Customer a non-exclusive, non-transferable, worldwide right and license to use, execute, reproduce, display, and perform such Pre-existing Intellectual Property solely for use with the Professional Services.
  8. Indemnification

    Each Party (an “Indemnifying Party”) will defend (or settle), indemnify and hold harmless at its expense, any action brought against the other Party (an “Indemnified Party”) by a third party to the extent that it is based upon a claim for bodily injury, personal injury (including death) to any person, or damage to tangible property resulting from the negligent acts or willful misconduct of the Indemnifying Party or its personnel hereunder, and will pay any reasonable, direct, out-of-pocket costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded in final judgment against the Indemnified Party (or are payable in settlement by the Indemnified Party); provided that the Indemnified Party: (i) promptly notifies the Indemnifying Party in writing of the claim; (ii) grants the Indemnifying Party sole control of the defense and settlement of the claim; and (iii) provides the Indemnifying Party, at the Indemnifying Party’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. The Indemnifying Party will have no obligation under this Section to the extent any claim is based on the negligent acts or willful misconduct of the Indemnified Party or its employees or subcontractors.

  9. Warranty; Disclaimers
    1. Mutual Representations. Each Party represents and warrants that: (i) it has the right to enter into this PSA and any Statement of Work, doing so will not interfere with its’ contractual obligations to any third party, and the executed PSA or Statement of Work shall constitute a valid binding obligation of such Party, and (ii) it will comply with all applicable law in performing its obligations under this PSA.
    2. Professional Services Warranty. Qubole warrants that the Professional Services will be performed in a good and workmanlike manner consistent with applicable industry standards. This warranty will be in effect for a period of thirty (30) days from the completion of any Professional Services. As Customer’s sole and exclusive remedy and Qubole’s entire liability for any breach of the foregoing warranty, Qubole will, at its sole option and expense, promptly re-perform any Professional Services that fail to meet this limited warranty or refund to Customer the Fees paid for the non-conforming Professional Services.
    3. Use Disclaimer. Qubole shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Qubole by Customer in connection with the Professional Services or any actions taken by Qubole at Customer’s direction.
    4. General Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 9.1 and 9.2, QUBOLE DISCLAIMS, ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT, INTEGRATION AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE., TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BECAUSE THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME STATES OR JURISDICTIONS, THE ABOVE DISCLAIMER MAY NOT APPLY TO CUSTOMER. QUBOLE DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES, MATERIALS OR ANY OF THE PROFESSIONAL SERVICES PERFORMED PURSUANT TO ANY STATEMENT OF WORK WILL BE UNINTERRUPTED OR ERROR-FREE.
  10. Limitation of Liability

    IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PSA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL FEES PAID TO QUBOLE BY CUSTOMER FOR THE PROFESSIONAL SERVICES DURING THE PRECEDING TWELVE (12) MONTH PERIOD. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR LIMITATION OF LIABILITY SET FORTH IN THIS PSA IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.

  11. Governing Law

    This PSA shall be governed by the laws of the State of California without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, Customer and Qubole agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for the purpose of litigating all such disputes.

  12. General
    1. Entire Agreement. This PSA, together with the Agreement, the Exhibits, and any other agreements expressly incorporated by reference herein, as applicable, constitutes the entire and exclusive understanding and agreement between Customer and Qubole regarding Qubole’s provision of the Professional Services and, except as expressly permitted above, may only be amended by a written agreement signed by authorized representatives of the Parties.
    2. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this PSA in its entirety (including all exhibits), without consent of the other Party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this PSA shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    3. Waiver. Any waiver by a Party of a breach of any provision of this PSA shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof. All waivers shall be in writing.
    4. Headings. Use of paragraph headers in this PSA is for convenience only and shall not have any impact on the interpretation of particular provisions.
    5. Severability. In the event that any part of this PSA is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.
    6. Survival. Upon termination of this PSA, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to the provisions of Sections 3 (Payment), 4 (Confidentiality), 5 (The Nature of the Contractual Relationship), 6 (Term and Termination), 7 (Ownership; Proprietary Rights), 8 (Indemnification), 9 (Warranty; Disclaimers) and 10 (Limitation of Liability)./li>
    7. Notices. Any notices or other communications required hereunder shall be in writing and shall be deemed given when delivered in person or when mailed, by certified or registered first class mail, postage prepaid, return receipt requested, addressed to the parties at their addresses specified in the preamble to this PSA or to such other addresses of which a Party shall have notified the others in accordance with the provisions of this Section 12.7, and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the Party to be notified, (b), if sent by electronic mail or facsimile (with electronic confirmation of receipt) on the recipient’s next business day, (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.
    8. Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such Party, which may include without limitation denial-of-service attacks, strikes (except by its own employees), shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing Party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such Party continues to use commercially reasonable efforts to resume performance.
    9. Compliance with Export and Other Laws. Customer acknowledges that items provided hereunder are of United States origin, are provided subject to the U.S. Export Administration Regulations, and may be subject to other applicable national and international laws. Diversion or distribution contrary to applicable export control laws is prohibited. Customer represents that (1) it is not, and is not acting on behalf of, (a) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions, or (b) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Denied Persons List or Denied Entity List; and (2) it will not permit items delivered under this PSA to be used for any purposes prohibited by law, including, but not limited to, any prohibited development, design, manufacture, or production of missiles or nuclear, chemical, or biological weapons. Additionally, each of the parties agrees that it will not engage in any illegal, unfair, deceptive, or unethical business practices whatsoever, including, but not limited to, any act that would constitute a violation of the U.S. Foreign Corrupt Practices Act.
    10. Equitable Relief. Each Party acknowledges that a breach by the other Party of any confidentiality or proprietary rights provision of this PSA may cause the non-breaching Party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching Party may institute an action to enjoin the breaching Party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a Party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, specific performance or other equitable relief to prevent the violation or threatened violation of the other Party’s obligations hereunder, in addition to any other relief to which the non-breaching Party may be entitled at law or in equity.
    11. Non-Solicitation. During the term of this PSA and for a period of twelve (12) months thereafter, Customer will not recruit or otherwise solicit for employment any Qubole employees or subcontractors who participated in the performance of Professional Services without Qubole’s express prior written approval. Because this non-solicitation may not be valid in some states or jurisdictions, this restriction may not apply to the parties.
    12. Counterparts. This PSA may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This PSA may be executed by facsimile, electronic communication in portable document format (.pdf) or duplicate originals, and the parties agree that their electronically transmitted signatures shall have the same effect as manually transmitted signatures.
    13. No Third-Party Beneficiaries. This PSA is for the sole benefit of the signatories and are not intended to benefit any third party.