Terms and conditions
Last modified: September 23, 2025
Client Services Agreement
This Client Services Agreement (this “Agreement”) is made as of September 23, 2025 (the “Effective Date”), by and between Client (“Client”), and CFO Expertise, a Wyoming based consulting firm, with an office at 106 Mission Ct. #203, Franklin, TN 37067 (“Consultant”).
WHEREAS, Client wishes to engage Consultant to provide certain financial consulting and bookkeeping services; and
WHEREAS, Consultant is in the business of providing, and wishes to provide, such services.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties agree as follows:
Consultant’s Services
1.1. Services. Consultant shall provide the services (“Services”) as described in each statement of work entered into hereunder (each, a “SOW”). A form of SOW is attached hereto as Exhibit A. At all times during the term, Client shall promptly and fully cooperate with Consultant, and shall promptly make competent, qualified personnel available to assist and answer questions of Consultant, as necessary and appropriate and as reasonably requested by Consultant. Consultant shall bear no liability or otherwise be responsible for delays in the provision of the Services or any portion thereof caused by Client’s failure to timely provide information requested by Consultant. The parties agree that Consultant shall be allowed to engage representatives, subagents, third-party service providers or independent contractors to provide the Services.
1.2. Additional Client Responsibilities. Client shall be solely responsible for keeping receipts for the time period recommended by the Internal Revenue Service or other tax authority or government tax agency. Client understands that Consultant does not need receipts to perform the Services and will not collect, manage or store receipts for Client. Client is responsible for locking past year’s data or any data outside of Consultant’s scope of work. Consultant may lock the books at the end of each year before commencing Services or starting the new year. Consultant is not responsible if Client’s data is altered, changed or lost during the course of the Services and Consultant will not revert Client’s data to its original form once Services have commenced. Client is responsible for backing up all of its data. Consultant shall not be held responsible for the production of inaccurate financial statements, records and billings, or any other financial reports if Client’s data and/or other materials submitted by Client are inaccurate.
1.3. Services Disclaimer. The Services (including any communications Client may have with Consultant personnel in connection with the Services) are not a substitute for and do not include legal, tax, investment or accounting advice. Consultant is not a public accounting firm and is not acting as Client’s agent, broker, fiduciary or investment advisor. Services do not include, and Client will not purport to rely on them for: (i) accounting advice, (ii) legal advice regarding any of your business practices, including with respect to their appropriateness or legality; or (iii) tax advice or tax return preparation. Consultant shall act in an advisory capacity only and does not assume any fiduciary duty to Client. All decisions and actions taken based on Consultant’s advice are the sole responsibility of Client. Client should seek the services of a duly licensed professional in connection with any of the foregoing. In addition, Client acknowledges and agrees that Consultant is located in the United States. Access to the Services may not be legal by certain persons or in certain countries. If Client’s business is outside of the United States, Client acknowledges and agrees that processes in Client’s jurisdiction may be different than those in the United States. Client agrees to consult with a local tax professional and/or other applicable professionals and to provide Consultant with all relevant information. If Client accesses the Services from outside the United States, Client does so on its own initiative, at its own risk, and is responsible for compliance with local laws.
Fees and Payments
2.1. Fees. In consideration of the provision of the Services described herein and/or in any SOW, Client agrees to pay Consultant the fees set forth in the duly executed SOW. All fees due and payable by the Client to Consultant under this Agreement must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law. The fees reflected in such SOW(s) shall be in U.S. dollars and are non-refundable.
2.2. Taxes. All fees due and payable under this Agreement are exclusive of taxes, which will be added at the prevailing rate from time to time.
2.3. Expenses. Reasonable travel and out-of-pocket expenses are not included in the fees set forth in the relevant SOWs and will be invoiced separately.
2.4. Payment Account. Unless otherwise set forth in the applicable SOW, all fees shall be deducted from a payment account designated by Client (credit card, debit card, PayPal, ACH or other payment account agreed upon by the parties). Client authorizes Consultant to automatically charge the payment account for the fees (plus applicable taxes) in advance or as otherwise agreed to by the parties in writing without any further authorization from Client. Client acknowledges that it may be assessed a convenience fee of 2.9% for each credit card payment transaction initiated by Client. Client acknowledges that the authorization will remain in effect until Client cancels such authorization by providing written notice to Consultant. If Client’s payment account on file is closed or the account information is changed, or if, for any reason, a charge is rejected, Client shall immediately update Client’s payment account or supply a new payment account, as appropriate. If Client is unable to update its payment account with appropriate information, then Consultant will send an invoice to Client detailing the amount due. Client must pay the amount due in full within ten (10) days after the date of the invoice. Client cannot delay payments to Consultant while waiting for its own clients/customers to make payment.
2.5. Late Payments. If the Client does not make payment on or before the date on which it is due to be paid, interest will be payable and calculated daily at a rate of 1.5% per month. In the event payment for fees is not made on or before the date such payments are due, Consultant may, in its sole discretion, suspend Services until payment is made in full without incurring any liability.
2.5. Dispute Process. If Client has a bona fide dispute in relation to any portion of the fees due hereunder, Client must pay all assessed fees and shall provide notice to Client in writing within ten (10) days from the date of the invoice and/or the charge to Client’s payment account. Such notice shall set forth the details surrounding the dispute. The parties shall discuss the disputed fees within ten (10) calendar days of the date of the notice. If the dispute is not resolved within such time period, then either party may at any time thereafter submit such dispute to arbitration as set forth in Article 9 herein. Client waives the right to dispute any fees not disputed within such ten (10) day period.
Ownership
3.1. Consultant’s Ownership of the Services. Unless otherwise set forth in a SOW, Consultant retains all rights, title, interest and ownership of, any and all intellectual property and proprietary rights with respect to the Services, and any other materials provided or made available to Client by Consultant hereunder. Provided that Client pays all the required fees under the Agreement and the applicable SOW and complies with all other terms of the Agreement, Consultant hereby grants to Client a non-exclusive, revocable, non-transferable, limited right and license to access and use the Services for Customer’s internal business operations during the term of the applicable SOW(s). Except for the rights expressly granted to Client in this Agreement, all such Services and other materials that are provided or made available, and all work product that is developed, under this Agreement, all modifications, compilations, and derivative works thereof, and all intellectual property rights pertaining thereto, are and shall remain the property of Consultant and its respective licensors (and to the extent any rights of ownership in any such materials, works, or rights might, for any reason, otherwise vest in Client, Client hereby assigns such ownership rights to Consultant).
3.2 Client Data. “Client Data” means any elements of text, graphics, images, photos, designs, artwork, logos, trademarks, service marks, data, software, and other information, materials and/or content which Client provides in connection with the Services. Client Data excludes any content available in the public domain, and any content owned or licensed by Consultant, whether in connection with providing Services or otherwise. Client hereby grants Consultant a worldwide, non-exclusive right and license to reproduce, distribute and display the Client Data as necessary to provide the Services. Client represents to Consultant and guarantees that all Client Data is owned by Client, or that Client has permission from the rightful owner to use each of the elements of Client Data, and that Client has all rights necessary for Consultant to use the Client Data in connection with the Services. Client and its licensors retain title, all ownership rights, and all intellectual property rights, in and to the Client Data.
Confidential Information
4.1. Protection of Confidential Information. “Confidential Information” means information, whether provided or retained in writing, verbally, by electronic or other data transmission or in any other form or media whatsoever or obtained and whether furnished or made available before or after the date of this Agreement, that is confidential, proprietary or otherwise not generally available to the public including, without limitation, trade secrets, marketing and sales information, product information, technical information and technology, Client and Consultant information, information about trade techniques and other processes and procedures, financial information and business information, plans and prospects. Commencing on the Effective Date (or, if earlier, the date on which either party disclosed Confidential Information to the other) and continuing during and after the expiration or termination of this Agreement, neither party shall disclose to any third party, and each party shall keep strictly confidential, all Confidential Information of the other, protecting the confidentiality thereof with at least the same level of efforts that it employs to protect the confidentiality of its own proprietary and confidential information of like importance to it and, in any event, by reasonable means. Each party receiving any such Confidential Information of the other (a “Receiving Party”) may, however, disclose any portion of the Confidential Information of the other party (the “Disclosing Party”) to such officers, partners, principals, employees, legal advisors and authorized independent contractors or agents (collectively, “Representatives”) of the Receiving Party as are engaged in a use permitted by this Agreement and have a need to know such portion, provided that Representatives: (i) are directed to treat such Confidential Information confidentially and not to use such Confidential Information other than as permitted by hereby, and (ii) are subject to a legal duty to maintain the confidentiality thereof. No Receiving Party shall use the Confidential Information of a Disclosing Party except solely to the extent necessary in and during the performance of this Agreement or as expressly licensed hereunder. The Receiving Party shall be responsible for any improper use or disclosure of any of the Disclosing Party’s Confidential Information by any of the Receiving Party’s Representatives (including individuals who become former Representatives after receiving any such Confidential Information).
4.2. Exceptions. The obligations of this Article 4 shall not apply to: (i) any Confidential Information for a period longer than it is legally permissible to restrict disclosure of that item of Confidential Information; or (ii) any Confidential Information that the Receiving Party can demonstrate was: at the time of disclosure to such Receiving Party, in the public domain, or after disclosure to such party, published or otherwise entered the public domain through no fault of the Receiving Party or its Representatives; in the possession of the Receiving Party at the time of disclosure to it, if such Receiving Party was not then under a contractual, legal or fiduciary obligation of confidentiality with respect thereto; received after disclosure to the Receiving Party from a third party who had a lawful right (without any contractual, legal or fiduciary non-disclosure restrictions) to disclose such Confidential Information to the Receiving Party; or independently developed by the Receiving Party, without reference to Confidential Information of the Disclosing Party.
4.3. Required Disclosure. Either party may disclose Confidential Information of the other to the extent required by law or by order of a court or governmental agency; provided, however, that, except to the extent prohibited by law, the Receiving Party shall give the Disclosing Party (as the owner of such Confidential Information) prompt notice, and shall use its reasonable efforts to cooperate with the Disclosing Party (at its cost), if the Disclosing Party wishes to obtain a protective order or otherwise protect its rights and interests in and to such Confidential Information and the confidentiality thereof.
4.4. Notification. In the event of any improper disclosure or loss of Confidential Information, the Receiving Party shall immediately notify the Disclosing Party.
4.5. Injunctive Relief. Each party acknowledges that any breach of any provision of this Article 4 by either party, or its Representatives, will cause immediate and irreparable injury to the non-breaching party, and in the event of such breach, the injured party shall be entitled to injunctive relief in addition to any and all other remedies available at law or in equity.
4.6. Return of Confidential Information. Unless a Receiving Party is expressly authorized by this Agreement to retain the Disclosing Party’s Confidential Information, the Receiving Party shall promptly return or destroy, at the Disclosing Party’s option, the Disclosing Party’s Confidential Information, and any notes, reports or other information incorporating or derived from such Confidential Information, and all copies thereof, within seven (7) days after the Disclosing Party’s written request, and shall certify to the Disclosing Party that it no longer has in its possession or under its control any Confidential Information of the Disclosing Party in any form whatsoever, or any copy thereof.
Warranties and Remedies
5.1. Consultant Warranties. Consultant represents and warrants to Client that: (a) Consultant has the right and authority to enter into and perform this Agreement, and provide the Services and as provided herein; and (b) the Services will be performed in a timely, competent and professional manner.
5.2. Remedies. Client’s sole and exclusive remedy and Consultant’s sole and exclusive liability for any breach of the warranty set forth in Section 5.1 shall be for Consultant to re-perform those Services that failed to comply with the foregoing warranty at no cost to Client. This sole and exclusive remedy is available only if Consultant is promptly notified in writing within thirty (30) days after the performance of such Services that do not conform to the warranty of Section 5.1.
5.3. Client Warranties. Client represents, warrants and covenants that (a) it has the right and authority to enter into and perform this Agreement, including, without limitation all rights, titles, licenses, intellectual property, permissions and approvals necessary in connection with this Agreement, and (b) it will comply with all applicable laws, rules and regulations.
5.4. Disclaimer of Warranties. THE EXPRESS WARRANTY SET FORTH IN SECTION 5.1 ABOVE IS IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE REGARDING OR RELATING TO THE SERVICES OR DELIVERABLES, OR ANY OTHER MATERIALS FURNISHED OR PROVIDED TO CLIENT. WITHOUT LIMITING THE FOREGOING, CONSULTANT MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET CLIENT’S REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE ACCESS TO AND/OR USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; AND/OR (C) CONSULTANT WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT. NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY YOU FROM CONSULTANT OR THROUGH YOUR ACCESS TO AND/OR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. CONSULTANT WILL NOT BE LIABLE FOR ANY CLIENT MATERIALS OR ANY THIRD-PARTY SERVICES OR PRODUCTS. NO EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF CONSULTANT HAS THE AUTHORITY TO BIND CONSULTANT TO ANY REPRESENTATIONS OR WARRANTIES NOT CONTAINED IN THE AGREEMENT.
Limitation of Liability
CONSULTANT’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF AND/OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY SOW SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO CONSULTANT DURING THE SIX (6) MONTH PERIOD PRIOR TO THE EVENTS THAT GAVE RISE TO SUCH CLAIM. IN NO EVENT WILL CONSULTANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND/OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification
Client shall release, indemnify, defend and hold harmless Consultant, its officers, directors, agents, employees, contractors, subcontractors, suppliers, service providers and Representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, or liabilities of any nature including reasonable attorneys’ fees (“Claims”) arising out of and/or relating to (i) Client Data submitted by Client in connection with the Services; (ii) any use of the Services in violation of this Agreement; (iii) Client’s violation of any law and/or the rights of a third party; (iv) Client’s use of the Services; (v) any breach of this Agreement by Client or its Representatives; and/or (vi) any fraud Client commits and/or Client’s intentional misconduct and/or negligence. Client shall give prompt notice to Consultant in writing upon Client’s receipt of notice of any Claim against Client that might give rise to a Claim against Consultant. Client will allow Consultant to participate in the defense, and will not settle any Claim without Consultant’s prior written consent. Consultant reserves the right, at its own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by Client. In that event, Client will have no further obligation to defend Consultant in that matter.
Term and Termination
8.1. Term. This Agreement is effective as of the Effective Date and will continue until terminated in accordance with this Agreement.
8.2. SOWs. The Services will commence on the date set forth in a SOW and continue thereafter as set forth in such SOW, unless otherwise terminated earlier in accordance with the terms and conditions of such SOW or this Agreement.
8.3. Termination for Breach. If a party materially breaches this Agreement and/or any SOW (the “Defaulting Party”), and the Defaulting Party does not cure such breach within thirty (30) days after its receipt of written notice of material breach, the non-defaulting party may terminate this Agreement and/or the relevant SOW upon written notice to the Defaulting Party. Termination of a SOW and/or this Agreement will be without prejudice to any other rights and remedies that the non-defaulting party may have under this Agreement or at law or in equity.
8.4. Termination for Convenience. Except as otherwise set forth in the applicable SOW, either party may terminate this Agreement or any SOW at any time upon thirty (30) days’ prior written notice to the other party.
8.5. Effect of Termination. In the event of termination of this Agreement or any SOW, Client will pay all outstanding fees, charges and expenses incurred through the effective date of termination, and any other sums due as set forth in the applicable SOW.
Dispute Resolution
9.1 Disputes. Consultant wants to address Client’s concerns without filing a formal legal case. Before filing a claim against Consultant, Client agrees to try to resolve the dispute informally by contacting Consultant at [email protected] and describing the nature and basis for the dispute as well as the relief sought. Consultant will try to resolve the dispute by contacting Client via email, but if Consultant cannot resolve the dispute within thirty (30) days of submission, Client and Consultant agree to resolve any claims related to this Agreement including Client’s use of the Services and the scope of this provision, regardless of whether such claims are based in contract, tort, statute, fraud, unfair competition, or some other legal theory, through individual final and binding arbitration, except as set forth under the ‘Exceptions to Agreement to Arbitrate’ section below, or if another mechanism is outlined in Consultant’s Privacy Notice (located at cfoexpertise.com/privacy) for privacy related disputes. In arbitration Client is still entitled to a fair hearing, but Client’s rights will be determined by a neutral arbitrator (and not a judge or jury). Arbitrator decisions are as enforceable as any court order, and are subject only to very limited review by a court. Each party is giving up the right to sue in court and to have a trial before a judge or jury.
9.2 Arbitration Procedures. Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below, all claims shall be settled by individual binding arbitration in accordance with the American Arbitration Association (AAA)’s Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes in effect at the time the proceedings begin and as modified by this Agreement. Those rules and information about how to start arbitration are available at www.adr.org or by calling 1-800-778-7879. The arbitrator is bound by this Agreement. The arbitration will be conducted through the submission of documents, by phone, or in person in Nashville, Tennessee or at another mutually agreed location. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their Representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party. The arbitrator’s award will be final and specifically enforceable under applicable law, and judgment may be entered upon it in any court with jurisdiction. The arbitration costs, including arbitrator compensation, will be shared between the parties according to the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.
9.3 Individual Basis; Waiver of Right to Jury or Class Action. Any such controversy and/or claim shall be arbitrated on an individual basis and not in a class, consolidated, or representative action. By agreeing to this Agreement, Client is waiving the right to participate in a class action. Further, unless the parties mutually agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this waiver is found to be illegal or unenforceable, then the parties agree that any dispute will be resolved exclusively in a state or federal court located in Nashville, Tennessee, and that the parties both submit to the personal jurisdiction of such courts. If a claim proceeds in court rather than through arbitration, the parties waive any right to a jury trial.
9.4 Exceptions to Agreement to Arbitrate. The agreement of the parties to arbitrate as described herein does not: (i) prevent either party from litigating any dispute in small claims court (either Client and/or Consultant may assert claims, if they qualify, in small claims court in Nashville, Tennessee); (ii) apply to disputes arising out of or related to infringement or other misuse of Consultant’s, its licensors’ or third-party provider’s intellectual property rights, and Consultant may bring a lawsuit to stop unauthorized use and/or abuse of the Services, or related to infringement (for example, Company’s trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein; or (iii) prevent either party from bringing a dispute to the attention of any federal, state, or local government agencies.
Miscellaneous
10.1. Amendments. Except as otherwise expressly provided herein, this Agreement and/or any SOW may not be modified, amended or altered in any way except by a written agreement signed by the parties hereto
10.2. Assignment. Client shall not assign this Agreement without the prior written consent of Consultant. An assignee of either party authorized hereunder shall be bound by the terms of this Agreement and shall have all of the rights and obligations of the assigning party set forth in this Agreement.
10.3. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall be deemed the same agreement.
10.4. Survival. Any provision of this Agreement which, by its nature, would survive termination of this Agreement will survive any such termination of this Agreement.
10.5. Entire Agreement. This Agreement, together with all Statements of Work and all documents expressly referred to herein, constitutes the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof and supersedes all prior proposals, understandings, and agreements, whether oral or written, between the parties with respect to the subject matter hereof.
10.6. Force Majeure. Neither party is liable for any failure to perform, or delay in performing, any particular obligations under this Agreement where the failure or delay arises from any cause or causes beyond its reasonable control, including without limitation fire, flood, earthquake, elements of nature, acts of God, acts of war, terrorism, riots, civil disorders or rebellions (“Force Majeure Event”). In the event of a Force Majeure Event, the parties agree to meet and discuss how to resolve the issue. Either party may terminate this Agreement by giving the other party written notice if the other party fails to perform those obligations for thirty (30) days due to such Force Majeure Event. This Section does not apply to any obligation to pay money, or any obligation that is unaffected by the Force Majeure Event.
10.7. Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal substantive laws of the State of Tennessee. Application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded.
10.8. Contract Interpretation. Section numbers and captions are provided for convenience of reference and do not constitute a part of this Agreement. The parties agree that neither party shall be deemed the drafter of this Agreement and that, in construing this Agreement, no provision hereof shall be construed in favor of one party on the ground that such provision was drafted by the other.
10.9. Independent Contractor. Consultant is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Each party is solely responsible for payment of all compensation owed to its employees and agents, as well as employment related taxes. Subject only to the terms of this Agreement, Consultant shall have complete control of its agents and employees engaged in the Services.
10.10. Notice. Any notice or other document or communication required or permitted hereunder to the parties hereto will be deemed to have been duly given only if in writing and delivered by any of the following methods: (i) certified U.S. mail, return receipt requested, postage prepaid, to the address of the receiving party as set forth below or such other address as such party may dictate according to the notice provisions hereof (for notice being transmitted entirely within the United States); (ii) overnight courier service by Federal Express or other international courier of similar standing and reputation to the address of the receiving party as set forth below or such other address as such party may dictate according to the notice provisions hereof; (iii) hand delivery to the person specified below or any other person so designated according to the notice provisions hereof; or (iv) email directed to the person specified below at the email address listed below, or such other person, or email address so designated according to the notice provisions hereof.
If to Consultant, all notices shall be addressed and delivered to: Jarrod Souza, 106 Mission Ct. #203, Franklin, TN 37067, [email protected].
If to Client, all notices shall be addressed and delivered to: [INCLUDE NOTICE PERSON, ADDRESS, EMAIL ADDRESS].
10.11. Publicity. Client hereby grants Consultant the right to use Client’s name, trade name, trademark, logo, acronym, or other designation to identify Client as Consultant’s Client and the nature of Client’s project under this Agreement and/or SOW, either on Consultant’s website, or in connection with advertising, promotional materials or otherwise, without the Client’s prior consent.
10.12. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be deemed stricken and the remainder of this Agreement shall continue in full force and effect insofar as it remains a workable instrument to accomplish the intent and purposes of the parties; the parties shall replace the severed provision with a provision that will come closest to reflecting the intention of the parties underlying the severed provision but that will be valid, legal, and enforceable.
10.13. Third Party Rights Excluded. This Agreement is an agreement between the parties hereto, and confers no rights upon any of their respective Representatives or upon any other person or entity.
10.14. Waivers. No purported waiver by any party of any default by any other party of any term or provision contained herein (whether by omission, delay or otherwise) shall be deemed to be a waiver of such term or provision unless the waiver is in writing and signed by the waiving party. No such waiver in any event shall be deemed a waiver of any subsequent default under the same or any other term or provision contained herein.