In this Agreement, unless the context otherwise requires or a contrary intention expressly appears, the following words and expressions shall bear the meanings respectively ascribed to them hereunder, and such meanings shall apply with equal force to both the singular and plural forms thereof.

"Vehicle" shall mean the used motor vehicle particularly described in the section entitled Description of Vehicle hereof, together with all keys, remote entry devices, registration documents, manuals, spare parts, tires, accessories and any other items physically affixed to or ordinarily accompanying the said motor vehicle at the time of delivery.

"Purchase Price" shall mean the total aggregate consideration payable by the Buyer to the Seller in respect of the sale and transfer of the Vehicle, as stipulated in the section entitled Purchase Price and Payment hereof, expressed in lawful currency of the United States of America.

"Closing" or "Delivery" shall mean the simultaneous (i) tender of the Purchase Price by the Buyer to the Seller in full, and (ii) physical delivery of the Vehicle, together with the duly endorsed Certificate of Title and all other documents of transfer, by the Seller to the Buyer, all occurring at the Place of Transfer on the Effective Date.

"Certificate of Title" shall mean the certificate of title or equivalent instrument of ownership issued by the appropriate motor vehicle authority of the state in which the Vehicle is presently registered, evidencing legal ownership of the Vehicle in the name of the Seller.

"Lien" shall mean any mortgage, charge, pledge, security interest, encumbrance, lien (statutory or otherwise), hypothecation, assignment, deposit arrangement, conditional sale or title retention, or any other arrangement having the practical effect of any of the foregoing, affecting title to or possession of the Vehicle.

The headings, captions and marginal notes contained in this Agreement are inserted solely for convenience of reference and shall not affect the construction or interpretation of any provision hereof. References to any section are references to sections of this Agreement, and words importing one gender shall include all genders.

The Vehicle which is the subject matter of this Agreement is more particularly described as follows: Year [year], Make [make], Model [model], Body Style [body style], Color [exterior color], Vehicle Identification Number (VIN) [VIN], License Plate Number [plate number], State of Registration [state], and Engine Number [engine number, if applicable].

The Vehicle is further identified by the following features and equipment: [list of significant optional equipment, features and modifications, if any].

The Vehicle is presently titled in the name of the Seller under Certificate of Title Number [title number] issued by the [state] Department of Motor Vehicles (or equivalent authority) on [issuance date].

The Seller shall deliver the Vehicle to the Buyer together with all keys (including spare keys), key fobs, remote entry devices, owner's manuals, service records in the Seller's possession, and all accessories, parts and attachments ordinarily belonging to or installed upon the Vehicle as of the Effective Date.

The Buyer acknowledges having had the full and unrestricted opportunity, prior to the execution of this Agreement, to inspect the Vehicle personally, to test-drive the same, and to cause the Vehicle to be examined by a mechanic or other qualified professional of the Buyer's choosing and at the Buyer's sole expense.

Any discrepancy between the physical attributes of the Vehicle and the description set forth hereinabove shall be deemed resolved in favour of the physical Vehicle actually delivered and accepted by the Buyer at Closing.

In consideration of the sale, transfer, conveyance and delivery of the Vehicle by the Seller to the Buyer, the Buyer shall pay to the Seller the total purchase price of [amount in words] United States Dollars (US$[numerical amount]) (the "Purchase Price").

The Purchase Price shall be paid in full by the Buyer to the Seller contemporaneously with the Delivery of the Vehicle on the Effective Date, and no portion of the Purchase Price shall be deferred, financed by the Seller, or subject to any holdback, retention or escrow arrangement whatsoever.

Payment of the Purchase Price shall be made by the Buyer to the Seller in one of the following forms, as mutually agreed upon by the Parties: (i) cash in lawful currency of the United States of America; (ii) certified or cashier's check drawn upon a federally insured financial institution and made payable to the order of the Seller; (iii) bank wire transfer of immediately available funds to an account designated in writing by the Seller; or (iv) such other form of guaranteed funds as the Seller shall expressly accept in writing.

The Seller shall, upon receipt of the Purchase Price in full, deliver to the Buyer a written acknowledgment of receipt, which acknowledgment may be endorsed upon this Agreement or executed as a separate instrument, and which shall constitute conclusive evidence as between the Parties of payment in full.

In the event that any instrument tendered by the Buyer in payment of the Purchase Price shall be dishonoured, returned unpaid, or otherwise fail to constitute good and collectible funds for any reason whatsoever, the sale evidenced hereby shall, at the sole option of the Seller exercised by written notice to the Buyer, be deemed rescinded ab initio, and the Buyer shall forthwith return the Vehicle to the Seller in the same condition in which it was delivered, reasonable wear and tear excepted.

The Purchase Price is exclusive of any and all taxes, fees, charges and assessments of whatsoever nature arising out of or in connection with the sale, transfer, titling or registration of the Vehicle, all of which shall be borne as provided in the section entitled Taxes, Fees and Registration hereof.

Delivery of the Vehicle shall be made by the Seller to the Buyer at the Seller's residence located at [Seller Street Address, City, State, ZIP Code], United States (the "Place of Transfer"), on the Effective Date or on such other date as the Parties may mutually agree upon in writing.

Delivery shall be effected by the physical handing over of possession of the Vehicle, together with all keys, documents and ancillary items described in the section entitled Description of Vehicle hereof, to the Buyer or to the Buyer's duly authorized representative at the Place of Transfer.

The Buyer shall be solely responsible, at the Buyer's own cost and expense, for the removal of the Vehicle from the Place of Transfer immediately following Delivery, and for all expenses, charges and risks associated with the transportation, towing or driving of the Vehicle from the Place of Transfer to any destination of the Buyer's choosing.

The Buyer shall, prior to or contemporaneously with taking possession of the Vehicle, procure and have in full force and effect such liability, collision and other insurance coverage upon the Vehicle as may be required by applicable law and as the Buyer may deem appropriate for the Buyer's own protection.

Any delay in Delivery occasioned by the Buyer's failure to appear at the Place of Transfer, to tender the Purchase Price in good funds, or to produce valid identification and a valid driver's license, shall be at the sole risk and expense of the Buyer, and the Seller shall have no liability whatsoever by reason of such delay.

Upon completion of Delivery and payment of the Purchase Price in full, the Seller shall surrender possession of the Vehicle and shall thereafter have no further right, duty or obligation with respect to the custody, storage, maintenance or safekeeping of the Vehicle.

Legal and equitable title to, ownership of, and all right, title and interest in and to the Vehicle shall pass from the Seller to the Buyer at the precise moment of the Seller's receipt of the Purchase Price in full, and not before.

Simultaneously with such passage of title, all risk of loss, damage, destruction, theft, deterioration or diminution in value of the Vehicle, howsoever arising and from whatsoever cause, shall likewise pass from the Seller to the Buyer, who shall thereafter bear the same absolutely.

At Closing, the Seller shall deliver to the Buyer the Certificate of Title, duly endorsed and assigned by the Seller to the Buyer in the form prescribed by the appropriate motor vehicle authority, together with any additional instruments of transfer, releases of lien, bills of sale or affidavits as may be necessary or reasonably requested by the Buyer to effectuate the complete transfer of ownership of the Vehicle.

The Seller shall further execute and deliver such further documents and perform such further acts, at the Buyer's cost and expense (save for the cost of documents in the Seller's possession on the Effective Date), as the Buyer may reasonably request from time to time for the purpose of perfecting the Buyer's title to the Vehicle.

From and after the moment of passage of title and risk, the Buyer shall be solely and exclusively responsible for all matters pertaining to the Vehicle, including without limitation operation, maintenance, repair, storage, insurance, registration, licensing, taxation, compliance with law, and liability to third parties arising from the ownership, possession or operation thereof.

The Seller shall, within a reasonable period following Closing not to exceed [number] days, notify the appropriate motor vehicle authority of the sale and transfer of the Vehicle, to the extent that such notification is required by law of the state of registration, and shall furnish a copy of such notification to the Buyer upon request.

The Seller hereby represents, warrants and covenants to and in favour of the Buyer, as of the Effective Date and as of the time of Closing, as follows:

That the Seller is the sole and absolute legal and beneficial owner of the Vehicle, and has full and unrestricted right, power, legal capacity and authority to sell, transfer, convey and deliver the Vehicle to the Buyer upon the terms and conditions of this Agreement.

That the Vehicle is, as of the Effective Date, free and clear of any and all Liens, security interests, encumbrances, charges, pledges, hypothecations, claims and demands whatsoever, and that no third party has or claims any right, title or interest in or to the Vehicle adverse to the Seller.

That the Certificate of Title to be delivered to the Buyer at Closing is a true, valid and subsisting certificate of title, has not been branded as "salvage," "rebuilt," "flood," "junk," "non-repairable" or by any similar designation, except as expressly disclosed in writing to the Buyer prior to the execution hereof.

That the Seller has no actual knowledge of any pending or threatened litigation, claim, demand, judgment, lien, execution, seizure, forfeiture or administrative proceeding of any kind that could affect the Vehicle or the Seller's ability to convey good and marketable title thereto.

That the Vehicle has not been declared a total loss by any insurer, and has not sustained material structural, frame or flood damage that has not been disclosed to the Buyer in writing prior to the execution of this Agreement.

That the Seller has not altered, tampered with, disconnected, reset or caused to be altered the odometer of the Vehicle, and the statement of odometer reading set forth in the section entitled Odometer Disclosure Statement hereof is true, accurate and complete to the best of the Seller's actual knowledge.

The representations and warranties set forth in this section are expressly limited to those enumerated herein and shall survive the Closing for a period of [number] days, after which they shall be of no further force or effect; save and except for the warranty of title, which shall survive indefinitely.

The Buyer hereby represents, warrants, covenants and acknowledges to and in favour of the Seller, as of the Effective Date and as of the time of Closing, as follows:

That the Buyer is of full legal age, possesses full legal capacity to enter into this Agreement and to perform the obligations contemplated hereunder, and holds a valid and subsisting driver's license issued by the appropriate authority of the Buyer's state of residence.

That the Buyer has, prior to the execution of this Agreement, personally inspected the Vehicle, test-driven the same (or expressly waived the right to do so), and had full and unrestricted opportunity to cause the Vehicle to be examined by a mechanic or other qualified professional of the Buyer's choice at the Buyer's sole expense.

That the Buyer is acquiring the Vehicle in reliance solely upon the Buyer's own independent examination, inspection, judgment and investigation, and not in reliance upon any representation, warranty, statement, promise, projection or inducement, whether oral or written, made by or on behalf of the Seller, except for those representations and warranties expressly set forth in the section entitled Seller's Representations and Warranties hereof.

That the Buyer accepts the Vehicle in its present physical condition, "AS IS, WHERE IS, WITH ALL FAULTS," and acknowledges that the Vehicle is a used motor vehicle which may require ongoing maintenance, service, repair and replacement of parts and components.

That the Buyer has sufficient funds presently available and immediately accessible to pay the Purchase Price in full at Closing, and that no act, omission, event or circumstance exists which would prevent, delay or impair the Buyer's performance of its obligations hereunder.

That the Buyer shall, immediately upon taking Delivery of the Vehicle, be solely and exclusively responsible for procuring and maintaining all insurance coverage, for registering and titling the Vehicle in the Buyer's name, and for complying with all applicable laws, regulations and ordinances pertaining to the ownership and operation of the Vehicle.

That the Buyer is entering into this transaction in the Buyer's personal capacity as a private individual, and not as agent, nominee or trustee for any undisclosed principal.

Federal law (and in some instances state law) requires that the Seller state the mileage of the Vehicle in connection with the transfer of ownership. Failure to complete or providing a false statement may result in fines and/or imprisonment.

The Seller hereby certifies that, to the best of the Seller's actual knowledge, the odometer of the Vehicle reads [odometer reading] miles, as of the Effective Date.

The Seller hereby further certifies, by placing an acknowledgment adjacent to the applicable statement below, that one of the following statements is true and correct with respect to the odometer reading set forth hereinabove: (i) the mileage stated reflects the actual mileage of the Vehicle; (ii) the mileage stated is in excess of the mechanical limits of the odometer; or (iii) the mileage stated is NOT the actual mileage of the Vehicle, and should not be relied upon. [Seller to indicate applicable statement].

The Buyer hereby acknowledges receipt of the foregoing odometer disclosure statement and acknowledges having read, understood and accepted the same, and the Buyer further acknowledges that the Buyer has had the opportunity to personally inspect the odometer of the Vehicle prior to the execution of this Agreement.

Both Parties shall execute this disclosure beneath their respective signatures to this Agreement, and such execution shall constitute full and complete compliance with the odometer disclosure requirements applicable to the sale evidenced hereby.

The Parties agree that this odometer disclosure statement is incorporated into and forms an integral part of this Agreement, and that any misstatement herein shall not of itself invalidate the sale, but may give rise to such remedies as are available under applicable law.

NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, THE VEHICLE IS SOLD AND PURCHASED STRICTLY ON AN "AS IS, WHERE IS, WITH ALL FAULTS" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, NATURE OR DESCRIPTION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, SAVE AND EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THE SECTION ENTITLED SELLER'S REPRESENTATIONS AND WARRANTIES HEREOF.

The Buyer expressly acknowledges, understands and agrees that the Vehicle is a pre-owned motor vehicle which has been previously operated, and which may possess latent or patent defects, deficiencies, wear, deterioration, mechanical, electrical, structural, cosmetic or other imperfections, whether known or unknown to either Party at the time of sale.

The Buyer assumes all risk whatsoever as to the condition, quality, performance, safety, roadworthiness, suitability, reliability, durability and operability of the Vehicle, and as to the presence or absence of any defects, latent or patent, discoverable or undiscoverable by reasonable inspection.

No oral or written statement, representation, promise, projection, estimate, affirmation of fact, description, sample or model made or furnished by the Seller to the Buyer at any time prior to or contemporaneously with the execution of this Agreement shall be deemed to create any warranty, condition or guarantee of any kind, nor to vary, qualify, enlarge or diminish the terms of this Agreement.

The Buyer hereby expressly waives, releases and relinquishes any and all claims, demands, causes of action, suits, damages, costs and expenses of whatsoever nature, whether in contract, tort, equity, under statute or otherwise, which the Buyer may now have or hereafter acquire against the Seller arising out of or in any way relating to the condition of the Vehicle.

The provisions of this section shall survive the Closing and the delivery of the Vehicle, and shall remain in full force and effect as between the Parties and their respective heirs, executors, administrators, successors and assigns.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER HEREBY EXPRESSLY DISCLAIMS, EXCLUDES AND NEGATES ANY AND ALL WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY OPERATION OF LAW, FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR OTHERWISE, WITH RESPECT TO THE VEHICLE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ORDINARY PURPOSE, QUALITY, CONDITION, SAFETY, ROADWORTHINESS, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

The Buyer acknowledges that any manufacturer's warranty, extended service contract, mechanical breakdown insurance, roadside assistance plan or similar coverage pertaining to the Vehicle, if any, is the sole and exclusive responsibility of the issuer thereof, and the Seller makes no representation or warranty as to the existence, transferability, validity, scope or enforceability of any such coverage.

The Buyer further acknowledges that the Seller is a private individual and not a motor vehicle dealer, merchant, manufacturer, importer or distributor, and that no warranties, express or implied, which might otherwise be imposed upon a dealer or merchant seller, shall be imposed upon or attributed to the Seller hereunder.

The disclaimers set forth in this section are a material inducement to the Seller's entering into this Agreement and the pricing of the Vehicle, and the Purchase Price reflects the allocation of risk effected hereby.

Nothing in this section shall operate to disclaim, exclude or limit the warranty of title expressly given by the Seller in the section entitled Seller's Representations and Warranties hereof, nor shall it operate to exclude any liability that cannot lawfully be excluded.

All sales taxes, use taxes, excise taxes, documentary stamp taxes, transfer taxes and similar taxes, charges, levies and assessments of whatsoever nature imposed by any federal, state, county, municipal or other governmental authority upon the sale, transfer or use of the Vehicle shall be borne and paid by the Buyer.

All title transfer fees, registration fees, licensing fees, inspection fees, emission testing fees, lien recording fees (other than those for releasing any Lien existing at Closing, which shall be borne by the Seller) and similar governmental fees and charges arising out of or in connection with the transfer of the Vehicle to the Buyer and the subsequent titling, registration and operation of the Vehicle shall be borne and paid solely by the Buyer.

The Buyer shall, within such time period as may be prescribed by applicable law of the Buyer's state of residence (and in any event no later than [number] days after Closing), cause the Vehicle to be re-titled and re-registered in the Buyer's own name with the appropriate motor vehicle authority, and shall furnish to the Seller, upon request, documentary evidence of such re-titling and re-registration.

The Seller shall, at Closing, remove and retain the license plates affixed to the Vehicle to the extent required or permitted by the law of the state of registration, and shall surrender the same to the appropriate motor vehicle authority or make such other disposition thereof as may be required by law.

The Seller shall remain responsible for all taxes, registration fees, insurance premiums, parking citations, toll charges, moving violations and other governmental and private charges and liabilities accruing against the Vehicle for any period ending prior to the moment of passage of title at Closing.

The Buyer shall be solely responsible for all taxes, registration fees, insurance premiums, parking citations, toll charges, moving violations and other governmental and private charges and liabilities accruing against the Vehicle for any period commencing on or after the moment of passage of title at Closing.

Each Party shall indemnify and hold harmless the other Party against any failure of the first-mentioned Party to discharge the taxes, fees, charges and liabilities allocated to it under this section.

The Buyer hereby agrees to indemnify, defend and hold harmless the Seller, together with the Seller's heirs, executors, administrators, personal representatives, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs and expenses (including reasonable attorneys' fees and court costs) of whatsoever nature arising out of or in any way relating to: (i) the ownership, possession, operation, use, maintenance, repair, storage or disposition of the Vehicle from and after Closing; (ii) any breach by the Buyer of any representation, warranty, covenant or obligation of the Buyer under this Agreement; and (iii) any taxes, fees, charges or liabilities for which the Buyer is responsible pursuant to the section entitled Taxes, Fees and Registration hereof.

The Seller hereby agrees to indemnify, defend and hold harmless the Buyer, together with the Buyer's heirs, executors, administrators, personal representatives, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs and expenses (including reasonable attorneys' fees and court costs) of whatsoever nature arising out of or in any way relating to: (i) any breach by the Seller of any representation or warranty expressly made by the Seller in the section entitled Seller's Representations and Warranties hereof; (ii) any Lien, encumbrance, claim or demand against the Vehicle existing at or arising prior to the moment of Closing; and (iii) any taxes, fees, charges or liabilities for which the Seller is responsible pursuant to the section entitled Taxes, Fees and Registration hereof.

The Party seeking indemnification (the "Indemnified Party") shall promptly notify the other Party (the "Indemnifying Party") in writing of any claim or action in respect of which indemnification is sought hereunder, and shall afford the Indemnifying Party the opportunity to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that failure to give such prompt notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that it is actually and materially prejudiced thereby.

The Indemnified Party shall cooperate reasonably with the Indemnifying Party in the defense of any such claim or action, and shall not settle or compromise any such claim or action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

In no event shall either Party be liable to the other Party for any indirect, incidental, consequential, special, punitive or exemplary damages arising out of or in connection with this Agreement, even if such Party has been advised of the possibility of such damages; provided, however, that the foregoing limitation shall not apply to a Party's indemnification obligations in respect of third-party claims.

The indemnification obligations set forth in this section shall survive the Closing and the delivery of the Vehicle, and shall remain in full force and effect for a period of [number] years following the Effective Date, except with respect to indemnification arising from a breach of the warranty of title, which shall survive indefinitely.

This Agreement, and all matters arising out of or relating to this Agreement, including without limitation its negotiation, formation, validity, interpretation, performance, breach, enforcement, termination and remedies, shall be governed by, construed and enforced in accordance with the substantive laws of the State of [governing state], United States of America, without regard to its conflict of laws principles.

The Parties shall endeavour, in the first instance, to resolve any dispute, controversy, claim or difference arising out of or in connection with this Agreement, or the breach, termination or invalidity hereof, through good faith negotiations between themselves, which negotiations shall commence promptly upon written notice from one Party to the other identifying the matter in dispute.

In the event that any such dispute cannot be resolved through good faith negotiations within a period of [number] days following the aforesaid written notice, either Party may elect to submit the dispute to non-binding mediation administered by a mediator mutually agreeable to the Parties, the costs of which mediation shall be shared equally by the Parties.

Should the Parties fail to resolve the dispute through mediation within [number] days following the commencement thereof, either Party may thereafter institute legal proceedings in respect of the dispute in the state or federal courts of competent jurisdiction located in [county, state], and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based upon venue or forum non conveniens.

Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

In any action, suit or proceeding brought to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, court costs and other expenses of litigation, in addition to any other relief to which such prevailing Party may be entitled.

All notices, demands, requests, consents, approvals and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given: (i) upon personal delivery to the Party to be notified; (ii) upon the third business day after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested; (iii) upon the next business day after deposit with a nationally recognized overnight courier service, charges prepaid; or (iv) upon electronic confirmation of receipt if sent by electronic mail to the address designated below.

Notices to the Seller shall be addressed to: [Seller Name], [Seller Street Address], [City, State, ZIP Code], United States, with electronic mail to [Seller email address].

Notices to the Buyer shall be addressed to: [Buyer Name], [Buyer Street Address], [City, State, ZIP Code], United States, with electronic mail to [Buyer email address].

Either Party may change its address or electronic mail address for purposes of notice hereunder by giving the other Party written notice of such change in the manner provided in this section, which change shall be effective upon the actual receipt of such notice by the other Party.

The refusal or inability to receive notice at the address designated hereunder, or the failure to notify the other Party of a change of address, shall not operate to defeat the effectiveness of any notice duly dispatched in accordance with the provisions hereof.

This Agreement, together with all documents, instruments and acknowledgments executed and delivered contemporaneously herewith in connection with the transactions contemplated hereby, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, promises and discussions, whether oral or written, between the Parties relating to such subject matter.

No representation, warranty, promise, inducement, projection, estimate or statement of intention, whether oral or written, has been made by either Party which is not embodied in this Agreement, and neither Party shall be bound by or liable for any alleged representation, warranty, promise, inducement, projection, estimate or statement of intention not so embodied herein.

The Parties expressly acknowledge that they have each been afforded the opportunity to seek and obtain independent legal, financial, tax and other professional advice concerning this Agreement prior to the execution hereof, and that they have each had sufficient time and opportunity to read, review, understand and consider the terms hereof.

This Agreement shall be construed and interpreted according to the fair meaning of its terms, and not strictly for or against either Party, notwithstanding that this Agreement may have been drafted or prepared primarily by one Party or its counsel.

If any provision of this Agreement is held by a court of competent jurisdiction or other tribunal to be invalid, illegal, void or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, void or unenforceable provision had never been contained herein.

The Parties shall endeavour in good faith to replace any such invalid, illegal, void or unenforceable provision with a valid, legal and enforceable provision the economic effect of which comes as close as possible to that of the invalid, illegal, void or unenforceable provision.

No amendment, modification, supplement, waiver or discharge of this Agreement, or of any provision hereof, shall be valid, binding or enforceable unless the same shall be in writing and duly executed by both Parties.

No waiver by either Party of any breach of or default under this Agreement shall be deemed a waiver of any other or subsequent breach or default, nor shall any delay or failure on the part of either Party in exercising any right, power or remedy hereunder operate as a waiver thereof.

This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns; provided, however, that neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party.

This Agreement may be executed in one or more counterparts, including by facsimile or electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.