Assignor-Friendly Assignment Agreement Template

In this Agreement, unless the context otherwise requires, the capitalized terms set out in this Section shall have the meanings given to them below.

"Assigned Contract" means the [title of contract] dated [date of contract] between the Assignor and the Counterparty, together with all amendments, supplements, statements, orders, and ancillary documents thereto in force as of the Effective Date, as more particularly described in this Agreement.

"Assigned Rights" means all of the Assignor's right, title, benefit, and interest, whether present or future, vested or contingent, in, to, and under the Assigned Contract, including all rights to receive performance, payments, and deliverables, and all claims and rights of action arising thereunder, in each case to the extent arising from or relating to the period on and after the Effective Date, save as otherwise provided in Section 9.

"Assumed Obligations" means all duties, covenants, and obligations of the Assignor under the Assigned Contract, to the extent falling due for performance on or after the Effective Date, other than the Excluded Liabilities.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in [city/jurisdiction] are authorized or required by law to be closed.

"Conditions Precedent" means the conditions set out in Section 6.

"Consent" means the written, unconditional consent of the Counterparty to the assignment and assumption contemplated by this Agreement and, where so provided, to the release of the Assignor, in a form reasonably satisfactory to the Assignor.

"Effective Date" means the date on which all Conditions Precedent have been satisfied or waived in accordance with this Agreement, or such other date as the Parties may agree in writing, as determined pursuant to Section 7.

"Excluded Liabilities" means all liabilities, obligations, claims, losses, and damages of the Assignor arising out of or relating to the Assigned Contract to the extent attributable to any act, omission, event, or circumstance occurring before the Effective Date, as further described in Section 3.

"Losses" means all losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable legal fees and costs of investigation and enforcement.

"Purchase Price" means the amount specified in Section 4.

"Taxes" means all taxes, levies, duties, imposts, and charges of any kind imposed by any governmental or taxing authority, together with any interest, penalties, or additions thereto.

In this Agreement, headings are for convenience only; the singular includes the plural and vice versa; "including" means "including without limitation"; and references to Sections are to sections of this Agreement. No rule of construction shall apply to the disadvantage of a Party on the ground that such Party prepared this Agreement or any part of it.

With effect from the Effective Date and subject to the terms of this Agreement, the Assignor hereby assigns, transfers, and conveys to the Assignee all of the Assigned Rights, and the Assignee hereby accepts such assignment.

With effect from the Effective Date, the Assignee hereby irrevocably and unconditionally assumes, and undertakes to the Assignor to perform, pay, and discharge when due, all of the Assumed Obligations, as if the Assignee had been the original party to the Assigned Contract in place of the Assignor.

The Parties acknowledge that the assignment and assumption effected hereby comprises all of the Assignor's rights and obligations under the Assigned Contract, subject always to the allocation of the Excluded Liabilities provided in this Agreement.

The Assignee acknowledges that it has received and reviewed a complete copy of the Assigned Contract and has had the opportunity to conduct such due diligence as it deems appropriate, and that it enters into this Agreement in reliance on its own investigation and on the express representations and warranties of the Assignor set out herein.

The Assignor shall, within [number] Business Days after the Effective Date, deliver to the Assignee the originals or true copies of all documents, records, and correspondence in its possession or control that are material to the Assigned Contract, to the extent not previously delivered.

Nothing in this Agreement shall be construed as an assignment of any right or an assumption of any obligation to the extent that the same cannot lawfully be assigned or assumed, or to the extent that the Consent has not been obtained, until such time as such Consent is obtained or the relevant restriction is removed.

The Assignee shall not further assign, transfer, subcontract, or encumber the Assigned Rights or the Assumed Obligations without the prior written consent of the Assignor where such action could give rise to any claim against the Assignor by the Counterparty.

The Assigned Contract comprises the agreement identified in Section 2 and the following related documents: [list of amendments, orders, and ancillary documents]. The Parties confirm that no other agreements between the Assignor and the Counterparty form part of the Assigned Contract unless expressly agreed in writing.

The Excluded Liabilities shall remain the sole responsibility of the Assignor, subject to the limitations in this Agreement, and shall include only those liabilities arising from breaches, defaults, or non-performance by the Assignor under the Assigned Contract that occurred before the Effective Date and that are finally determined or agreed to be so attributable.

Any liability, obligation, or claim arising under or in connection with the Assigned Contract that is not an Excluded Liability, including any liability arising from acts, omissions, or events on or after the Effective Date, shall be assumed by and be the sole responsibility of the Assignee.

Any liability arising before the Effective Date that results from information, instructions, or materials provided by the Assignee, or from the Assignee's acts or omissions, shall not constitute an Excluded Liability.

The Assignor shall not be liable for any obligation under the Assigned Contract that is of a continuing nature to the extent the performance thereof falls due on or after the Effective Date, regardless of when the underlying obligation was created.

Where the Assigned Contract contains any warranty, guarantee, or indemnity given by the Assignor to the Counterparty in respect of goods, services, or works delivered before the Effective Date, the Parties shall allocate responsibility therefor in accordance with Section 9.

The Assignee shall promptly notify the Assignor in writing of any claim, demand, or notice received from the Counterparty that relates or may relate to an Excluded Liability, in any event within [number] Business Days of receipt.

In consideration of the assignment of the Assigned Rights and the release provided in this Agreement, the Assignee shall pay to the Assignor the sum of [amount and currency] (the "Purchase Price"), [in a single payment on the Effective Date] [in accordance with the following installments: [payment schedule]].

Payment shall be made by wire transfer of immediately available funds, without set-off, counterclaim, deduction, or withholding, to the bank account designated by the Assignor as follows: [bank name, account number, and other payment details].

If any deduction or withholding is required by applicable law, the Assignee shall pay such additional amount as is necessary to ensure that the Assignor receives the full amount it would have received had no such deduction or withholding been required.

All Taxes, transfer charges, stamp duties, filing fees, and similar costs arising from or in connection with the assignment and assumption contemplated hereby shall be borne solely by the Assignee, other than Taxes imposed on the net income of the Assignor.

Any amount not paid when due shall bear interest from the due date until actual payment at the rate of [percentage] per annum, calculated on the basis of the actual number of days elapsed, without prejudice to the Assignor's other rights and remedies.

Where the Assigned Contract provides for any prepaid amounts, deposits, or accrued payments, the Parties shall settle them on the Effective Date as follows: [adjustment mechanism], and any resulting balance shall be paid by the Party owing it within [number] Business Days after the Effective Date.

Time is of the essence with respect to the Assignee's payment obligations. The Assignor shall not be obliged to take any step to give effect to the assignment before receipt of the portion of the Purchase Price due on or before the Effective Date.

The Parties acknowledge that the assignment and assumption contemplated hereby [require] [may require] the prior written consent of the Counterparty under the terms of the Assigned Contract.

The Assignor shall use [commercially reasonable] efforts to request the Consent from the Counterparty promptly following the Signing Date, and the Assignee shall provide such information and assistance regarding its identity, financial standing, and capability as the Counterparty may reasonably request.

The Assignee shall bear all costs, fees, and charges payable to the Counterparty or any third party in connection with obtaining the Consent, and any condition imposed by the Counterparty in granting the Consent shall be fulfilled by the Assignee at its own expense.

The Assignor shall not be required to pay any amount, commence any proceedings, grant any concession, or incur any liability to obtain the Consent, and shall have no liability to the Assignee should the Counterparty refuse or delay its Consent.

The Consent shall, to be acceptable to the Assignor, expressly confirm the Counterparty's agreement to the release of the Assignor in accordance with Section 8 and shall confirm that the Assigned Contract is in full force and effect.

If the Consent has not been obtained within [number] days after the Signing Date, either Party may, subject to Section 7, terminate this Agreement by written notice, without liability to the other Party, save for liabilities accrued prior to termination and the obligations under Sections 15 and 16.

Pending receipt of the Consent, the Assignor shall not be obliged to continue to perform the Assigned Contract for the Assignee's benefit other than as required by the Assigned Contract, and the Assignee shall indemnify the Assignor against any Losses incurred in doing so at the Assignee's request.

The effectiveness of the assignment and assumption under this Agreement is conditional upon the satisfaction, or waiver in accordance with this Section, of each of the following: the receipt by the Assignor of the Consent; the receipt by the Assignor of the Purchase Price or the portion thereof due on or before the Effective Date; and the delivery of the documents specified in this Section.

The Assignee shall deliver to the Assignor, on or before the Effective Date, a certified copy of the corporate resolutions or other authorizations approving its entry into this Agreement, together with evidence of the authority of its signatories.

The Assignee shall deliver to the Assignor, if required by the Counterparty or by the Assigned Contract, any performance security, guarantee, insurance certificate, or other credit support in the form of [description of security].

No material breach of any representation, warranty, or covenant of the Assignee shall have occurred, and no order, injunction, or governmental action shall be in effect that prohibits or materially restricts the assignment.

The conditions concerning the Consent, the Purchase Price, and the Assignee's deliveries are for the exclusive benefit of the Assignor and may be waived by the Assignor, in whole or in part, by written notice to the Assignee.

Each Party shall use reasonable efforts to procure that the Conditions Precedent within its control are satisfied as soon as reasonably practicable and in any event by [long-stop date] (the "Long-Stop Date").

If the Conditions Precedent have not been satisfied or waived by the Long-Stop Date, the Assignor may, by written notice to the Assignee, terminate this Agreement or extend the Long-Stop Date by up to [number] days, and the Assignee shall have no claim against the Assignor by reason of such termination.

This Agreement shall be binding upon the Parties from the Signing Date, but the assignment and assumption provided in Section 2 shall take effect on the Effective Date, being the later of [target date] and the first Business Day following the date on which the last of the Conditions Precedent is satisfied or waived.

Completion shall take place on the Effective Date at [place or by electronic exchange of documents], at which the Assignee shall pay the Purchase Price (or the portion thereof due) and deliver the documents required, and the Assignor shall deliver the documents referred to in Section 2.

The Assignor shall confirm to the Assignee in writing the occurrence of the Effective Date, and such confirmation shall be conclusive evidence thereof in the absence of manifest error.

Until the Effective Date, the Assignor shall continue to perform the Assigned Contract in the ordinary course and shall not, without the Assignee's consent (not to be unreasonably withheld), agree to any material amendment of the Assigned Contract, provided that the Assignor shall not be required to act in a manner that would breach the Assigned Contract or applicable law.

Upon the Effective Date, all communications, invoices, notices, and payments under the Assigned Contract shall be directed to the Assignee, and the Parties shall jointly notify the Counterparty accordingly in the form agreed with the Counterparty.

If this Agreement is terminated before the Effective Date, it shall have no further effect, the Assigned Contract shall remain with the Assignor, and any portion of the Purchase Price paid shall be refunded to the Assignee without interest, less any amounts owed by the Assignee to the Assignor hereunder.

Where the Effective Date occurs part-way through a billing or performance period under the Assigned Contract, the Parties shall apportion the relevant charges and benefits on a daily basis.

With effect from the Effective Date, and subject to the Consent, the Assignee hereby releases and discharges the Assignor from all obligations, duties, and liabilities under the Assigned Contract, other than the Excluded Liabilities, and the Assignee shall look solely to the Counterparty and its own resources in respect thereof.

The Assignee covenants that it will perform the Assumed Obligations and shall not make any claim against the Assignor in respect of the Assigned Contract in respect of any matter arising on or after the Effective Date.

The Assignor shall use reasonable efforts to procure that the Counterparty, in the Consent, releases and discharges the Assignor from all future obligations under the Assigned Contract with effect from the Effective Date, and the Assignee acknowledges that such release is a material term of the Assignor's willingness to enter into this Agreement.

If, notwithstanding the foregoing, the Counterparty does not release the Assignor, the Assignee shall hold the Assignor harmless and shall indemnify it in full against all Losses arising from any claim by the Counterparty relating to obligations falling due on or after the Effective Date.

The Assignee shall, on the Assignor's request, provide such security, guarantee, or counter-indemnity as the Assignor may reasonably require in respect of any continuing exposure of the Assignor to the Counterparty arising after the Effective Date.

The release of the Assignor shall not affect any accrued right or remedy of the Counterparty against the Assignor in respect of the Excluded Liabilities, which shall remain subject to Section 9 and Section 13.

The Assignee shall ensure that any guarantee, security, bond, or credit support provided by the Assignor in favor of the Counterparty in connection with the Assigned Contract is released or replaced by the Assignee within [number] days after the Effective Date.

The Assignor shall be responsible for the Excluded Liabilities, being all liabilities under the Assigned Contract to the extent arising from acts, omissions, or events occurring before the Effective Date, subject to the limitations set out in this Agreement.

The Assignee shall be responsible for all liabilities under or in connection with the Assigned Contract arising from acts, omissions, or events occurring on or after the Effective Date, including all liabilities arising from the Assignee's performance or non-performance of the Assumed Obligations.

Payments, charges, and benefits under the Assigned Contract shall be allocated to the Party responsible for the period to which they relate. Any amount received by one Party that belongs to the other shall be held on trust for, and remitted to, the other Party within [number] Business Days of receipt.

The Assignor's responsibility under this Section shall be conditional upon the Assignee giving prompt written notice of any claim, allowing the Assignor to control the defense and settlement of such claim, and not making any admission without the Assignor's prior written consent.

Where a liability arises from a continuing state of affairs that commenced before the Effective Date but continues thereafter, the Assignor shall be responsible only for the part attributable to the period before the Effective Date, and the Assignee shall be responsible for all remaining parts, including any aggravation or increase after the Effective Date.

Where the Assignee, after the Effective Date, fails to remedy a defect or breach within the cure period available under the Assigned Contract, any consequence thereof shall be for the Assignee's account notwithstanding that the underlying cause arose earlier, unless the Assignor has failed to disclose it in breach of Section 10.

Any dispute as to the period to which a liability is attributable shall be determined on the basis of the date on which the event or omission giving rise to the liability first occurred, as evidenced by contemporaneous records.

The Assignor represents and warrants to the Assignee, as of the Signing Date and as of the Effective Date, that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

The Assignor has the corporate power and authority to enter into and perform this Agreement, and this Agreement constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms, subject to applicable insolvency and similar laws affecting creditors' rights generally.

To the Assignor's knowledge, the copy of the Assigned Contract delivered to the Assignee is a true and complete copy thereof, and the Assigned Contract has not been amended, except as disclosed in writing to the Assignee.

Subject to the Consent, the Assignor has not previously assigned, pledged, or encumbered the Assigned Rights, and is the holder of the Assigned Rights free from any security interest created by the Assignor.

To the Assignor's knowledge, as of the Signing Date, the Assignor has not received from the Counterparty any written notice of termination or of material uncured breach of the Assigned Contract, except as disclosed in writing to the Assignee in [description of disclosure].

Except as expressly set out in this Section, the Assignor makes no representation or warranty of any kind, express or implied, including as to the value, enforceability, profitability, or performance of the Assigned Contract, or as to the creditworthiness of the Counterparty, and the Assignee acknowledges that it has not relied upon any other statement.

The representations and warranties of the Assignor shall survive the Effective Date for a period of [number] months, after which no claim may be brought in respect thereof, unless notice of such claim has been given in writing with reasonable particulars before expiry.

The Assignee represents and warrants to the Assignor, as of the Signing Date and as of the Effective Date, that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

The Assignee has full corporate power and authority to enter into and perform this Agreement and the Assigned Contract, all necessary corporate and other actions have been taken, and this Agreement constitutes its legal, valid, and binding obligation enforceable in accordance with its terms.

The execution, delivery, and performance of this Agreement by the Assignee do not and will not conflict with its constitutional documents, any agreement or instrument binding upon it, or any law, order, or regulation applicable to it.

The Assignee has, and will have throughout the term of the Assigned Contract, the financial resources, expertise, licenses, permits, and capability necessary to perform the Assumed Obligations in accordance with the Assigned Contract.

No consent, approval, or filing of any governmental authority or third party, other than the Consent, is required in connection with the Assignee's execution and performance of this Agreement, except those that have been obtained.

The Assignee is not insolvent, no proceedings for its winding up, reorganization, or insolvency are pending or threatened, and it is able to pay its debts as they fall due.

The Assignee has conducted its own independent review of the Assigned Contract and the Counterparty, is entering into this Agreement for business purposes, and has not relied upon any statement, representation, or advice of the Assignor except as expressly set out in Section 10.

From the Effective Date, the Assignee shall indemnify, defend, and hold harmless the Assignor and its affiliates, officers, directors, employees, and agents from and against all Losses arising out of or in connection with the Assumed Obligations, the Assignee's performance or non-performance of the Assigned Contract, or any claim by the Counterparty or any third party relating to the period on or after the Effective Date.

The Assignee shall further indemnify the Assignor against all Losses arising from any breach by the Assignee of this Agreement, including any inaccuracy in its representations and warranties, and any failure to obtain a release of the Assignor in accordance with Section 8.

Subject to Section 14, the Assignor shall indemnify the Assignee against Losses directly arising from the Excluded Liabilities, and from any breach of the Assignor's representations and warranties in Section 10, provided that the Assignee has complied with the claims procedure in this Section.

A Party seeking indemnification (the "Indemnified Party") shall give the other Party (the "Indemnifying Party") prompt written notice of any third-party claim, describing it in reasonable detail. Failure to give prompt notice shall relieve the Indemnifying Party of its obligations only to the extent it is prejudiced thereby.

The Indemnifying Party shall be entitled to assume and control the defense of any third-party claim with counsel of its choice, and the Indemnified Party shall cooperate fully at the Indemnifying Party's expense. The Indemnified Party shall not settle any such claim without the Indemnifying Party's prior written consent.

The Indemnified Party shall take reasonable steps to mitigate any Losses for which it claims indemnification, and the amount of any indemnity shall be reduced by insurance proceeds or third-party recoveries actually received in respect of the relevant Losses.

Indemnification payments shall be made within [number] days after written demand accompanied by reasonable supporting evidence, and shall be treated as adjustments to the Purchase Price to the extent permitted by applicable law.

The aggregate liability of the Assignor to the Assignee under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed [an amount equal to [percentage] of the Purchase Price actually received by the Assignor].

The Assignor shall not be liable for any claim under Section 10 or Section 12 unless the amount of the Losses for such claim exceeds [amount], and unless the aggregate of all such claims exceeds [amount], in which event the Assignor shall be liable only for the excess.

In no event shall either Party be liable to the other for any indirect, consequential, special, exemplary, or punitive damages, or for loss of profit, revenue, business, goodwill, or anticipated savings, arising out of this Agreement, whether or not foreseeable.

The Assignor shall have no liability for any Loss to the extent it arises from any act or omission of the Assignee or the Counterparty, from a change in law or regulation after the Signing Date, or from any matter disclosed to the Assignee prior to the Signing Date.

No limitation in this Section shall apply to the Assignee's obligation to pay the Purchase Price and to perform the Assumed Obligations, or to the Assignee's indemnities in Section 12 in respect of the Assumed Obligations.

Nothing in this Agreement shall limit or exclude any liability that cannot be limited or excluded under applicable law, including liability for fraud or willful misconduct.

Any claim against the Assignor must be notified in writing, with reasonable particulars, within the survival period specified in Section 10 and be commenced by legal proceedings within [number] months after such notification, failing which it shall be deemed waived.

Each Party shall, at the reasonable request of the other, execute and deliver such further documents, notices, and instruments and take such further actions as may be necessary to give full effect to the assignment, assumption, and release contemplated by this Agreement.

The Assignee shall bear all costs and expenses incurred by either Party in connection with such further assurance, other than the internal costs of the Assignor.

Following the Effective Date, the Assignor shall, at the Assignee's request and expense, provide reasonable assistance in effecting an orderly transition of the Assigned Contract, for a period not exceeding [number] days, provided that such assistance does not unreasonably interfere with the Assignor's business.

If the Counterparty requires any further document or undertaking as a condition of the Consent or the release, the Assignee shall promptly execute and deliver the same, and the Parties shall cooperate in good faith to agree its form.

Each Party shall promptly forward to the other any communication, payment, or notice received from the Counterparty that relates to the other Party's rights or responsibilities under this Agreement.

Where any right under the Assigned Contract cannot be transferred without the Counterparty's consent that has not been obtained, the Assignor shall, to the extent lawful and permitted under the Assigned Contract, hold such right for the benefit of the Assignee and pass on the benefit thereof at the Assignee's cost, until such consent is obtained.

The Parties shall cooperate to resolve in good faith any ambiguity or omission discovered after the Effective Date that frustrates the intent of this Agreement.

Each Party shall keep strictly confidential, and shall not disclose to any third party, the terms of this Agreement, the Purchase Price, the Assigned Contract, and all non-public information obtained from the other Party in connection with this Agreement (the "Confidential Information").

A Party may disclose Confidential Information to its directors, officers, employees, affiliates, professional advisers, financiers, insurers, and auditors who need to know it for the purposes of this Agreement and who are bound by obligations of confidentiality no less protective than those herein.

The obligations in this Section do not apply to information that is or becomes publicly available other than through breach of this Agreement; was lawfully known to the recipient before disclosure; is lawfully received from a third party without restriction; or is independently developed without use of the Confidential Information.

A Party may disclose Confidential Information to the extent required by law, regulation, court order, or the rules of any stock exchange or regulatory authority, provided that, where lawful, it gives the other Party prompt prior notice and discloses only the minimum necessary.

The Parties acknowledge that the Counterparty shall be informed of the terms of this Agreement only to the extent necessary to obtain the Consent, and that the Assignor may disclose to the Counterparty such Confidential Information as is reasonably required for that purpose.

Each Party shall be responsible for any breach of this Section by persons to whom it discloses Confidential Information, and acknowledges that damages may be an inadequate remedy and that the other Party shall be entitled to seek injunctive relief.

The obligations of this Section shall continue for a period of [number] years after the Effective Date or the termination of this Agreement, whichever is later.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination (a "Dispute"), by good faith negotiations between senior executives of the Parties.

Any Dispute not resolved within [number] days after written notice of the Dispute shall be referred to mediation under the rules of [mediation institution], with the costs of the mediator shared equally by the Parties.

If the Dispute is not resolved by mediation within [number] days after commencement, it shall be finally resolved by [arbitration under the rules of [arbitral institution] by [number] arbitrator(s) seated in [city], conducted in the English language] [the courts of [jurisdiction and city], to whose exclusive jurisdiction the Parties irrevocably submit].

Any award or judgment shall be final and binding on the Parties and may be entered and enforced in any court of competent jurisdiction. The prevailing Party shall be entitled to recover its reasonable legal fees and costs from the other Party, as determined by the tribunal or court.

Nothing in this Section shall prevent either Party from seeking urgent interim, injunctive, or conservatory relief from any court of competent jurisdiction at any time.

Pending resolution of any Dispute, each Party shall continue to perform its obligations under this Agreement that are not the subject of the Dispute, and the Assignee shall in any event continue to perform the Assumed Obligations.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, understandings, representations, and agreements, whether written or oral, relating thereto.

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both Parties (or, in the case of a waiver, by the Party granting it). No failure or delay in exercising any right shall operate as a waiver thereof.

Any notice under this Agreement shall be in writing and delivered by hand, courier, or email to the address of the receiving Party set out in the signature section (or such other address as that Party may notify), and shall be deemed received upon delivery if by hand or courier, or on the next Business Day after transmission if by email without notice of failure.

If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith a valid replacement provision that most closely reflects their original intent.

The Assignor may assign or transfer its rights to receive the Purchase Price and any rights under this Agreement to any affiliate or successor without the consent of the Assignee. The Assignee may not assign or transfer any right or obligation under this Agreement without the prior written consent of the Assignor.

The Parties are independent contracting parties and nothing herein creates a partnership, joint venture, agency, or employment relationship. Except for the persons expressly entitled to indemnification under Section 12, no third party shall have any right to enforce any provision of this Agreement.

Each Party shall bear its own costs in connection with the negotiation and execution of this Agreement, except as otherwise provided herein. Neither Party shall be liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.

This Agreement may be executed in any number of counterparts, including by electronic signature or exchange of scanned copies, each of which shall be deemed an original and all of which together shall constitute one instrument.