Master Services Agreement

Revised December 11, 2023

This Master Services Agreement (“MSA”) is made effective as of the Contract Date and executed between Intralinks, Inc., located at 622 Third Avenue, 10th Floor, New York, New York 10017 ("Intralinks") and the Client described in such Work Order (“Client”) (each, a "Party," and together, the "Parties"). CLIENT IS RESPONSIBLE FOR CAREFULLY READING THE TERMS OF THIS MASTER SERVICES AGREEMENT BEFORE SIGNING A WORK ORDER, CLICKING “ACCEPT” AND/OR ACCESSING OR USING ANY INTRALINKS SERVICES. BY (AS APPLICABLE) SIGNING A WORK ORDER, CLICKING “ACCEPT” AND/OR ACCESSING OR USING SUCH SERVICES, CLIENT CONFIRMS THAT CLIENT HAS READ AND ACCEPTS THIS MASTER SERVICES AGREEMENT. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS CLIENT MAY REFERENCE OR PROVIDE, INTRALINKS’ OFFER OR ACCEPTANCE (AS APPLICABLE) TO ENTER INTO AN AGREEMENT WITH CLIENT WITH RESPECT TO THE SERVICES IS EXPRESSLY LIMITED TO THIS MASTER SERVICES AGREEMENT AND CONDITIONED ON CLIENT’S ASSENT HERETO.

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly owns or controls, is owned or controlled by or is under common ownership or common control with Intralinks or Client, as the case may be.

"Agreement" means this MSA and all Work Orders (“WO”), Statements of Work (“SOW”), and other contracts, amendments, and/or supplements referencing this MSA.

“Claim” means any allegation, claim, dispute, request, inquiry, suit, investigation or other proceeding asserted or threatened by any person or entity (including any government authority) arising out of the subject matter of, or in any way related to, this Agreement, its formation or the Services.

“Contract Date” means the date above or as indicated on the Work Order.

"End User" means those persons (including without limitation, Client’s employees, advisors, representatives, consultants, contractors, agents, or any other third party) who are authorized by or on behalf of Client to use the Services and have been supplied user identifications and passwords for the Services.

"End User File" means any printed, electronic, or digital document that is uploaded, transmitted, or copied to the Services by or on behalf of Client, End Users, or any Party who is authorized to do so by Client.

“Exchange” means, collectively, those Intralinks’ URLs, online exchanges (also referred to as workspaces, dealrooms and virtual datarooms), web site contents and features provided to Client through which End Users may access, process, store and communicate End User Files.

“Intralinks Technology” means all websites, applications, computer code, software, hardware, systems, networks, interfaces, processes, methodologies, know-how, algorithms, tools, trade secrets, techniques, designs, inventions, and other tangible or intangible technical material, or information used by Intralinks to provide Services to Client and/or End Users and all enhancements, modifications, and derivative works thereof.

“Losses” means any and all compensatory, direct, indirect, special, incidental, consequential, punitive, exemplary, enhanced or other damages, settlement payments, attorneys’ fees, costs, damages, charges, expenses, interest, fines, penalties, assessments, applicable taxes, or other monetary expenses of any kind.

"Services" means, either individually or collectively, any services or products provided by Intralinks to Client under this Agreement.

"Work Order" means an order form entered into between the Parties for the provision of Services by Intralinks to Client.

2. AGREEMENT; AFFILIATES

2.1 Orders by Client Affiliates. Client’s Affiliates may place orders for the Services under this MSA by entering into a Work Order with Intralinks and shall have all of the rights and obligations of the Client under this MSA with respect to the Services provided under such Work Order.

3. FEES; TAXES

3.1 Fees. Client shall pay to Intralinks the fees and charges set forth on the Client’s invoice. In the event Client disputes a charge in good faith, an email containing the name of the contracted company, invoice number, the specific charge, amount being disputed and the reason for the dispute must be sent to il-billing@sscinc.com within ten (10) days of the date of the invoice containing the disputed charge.

3.2 Taxes. Fees and charges payable under this Agreement (or otherwise agreed to by Client) exclude applicable local, state, federal, or foreign taxes, levies, or duties of any nature, including, but not limited to VAT and withholding taxes, which may be invoiced to Client. If any such tax, levy or duty amount is in consideration for a taxable supply for VAT purposes, Client shall pay on receipt of a valid VAT invoice an amount equal to any VAT which may from time to time be properly chargeable in respect of such a supply. All fees and charges payable by Client under this Agreement shall be paid by Client free and clear of any deduction or withholding (save as required by law), provided that if any deduction or withholding is required by law to be made from any payment due from Client under this Agreement, the amount of such payment to Intralinks shall be increased by the amount of such deduction or withholding that has been made so that Intralinks receives the same amount as it would have if there were no such deduction or withholding. For the avoidance of doubt, Client shall be responsible for the payment of all taxes associated with provision and use of the Services (other than taxes on Intralinks' income).

4. SERVICES; END USER FILES

4.1 Access to Services. Intralinks hereby grants Client the right to access and use the Services (and to permit Client’s End Users to access and use the Services) solely to the extent expressly defined under each Work Order and subject to Client’s and its End Users’ compliance with the Agreement. Access to any use of the Services by any End User shall be subject to the acceptance of Intralinks’ End User Agreement (https://www.intralinks.com/eula) and Privacy Policy (https://www.intralinks.com/privacy) (as presented to each End User within the Services and as amended from time to time by Intralinks at Intralinks’ sole discretion) by each End User.

4.2 Suspension of Services. If Client or End Users are in breach of any provision of the Agreement, in addition to any of its other rights or remedies available to Intralinks hereunder or at law or equity, Intralinks may suspend the Services, without liability to Client, until such breach is remedied or the Agreement is terminated; provided that prior to any suspension of the Services under this Section 4.2, Intralinks has provided Client at least five (5) business days prior written notice of its intention to suspend the Services.

4.3 End User Files. End User Files shall remain the property of their original owner and shall not be considered part of the Services. Client acknowledges and agrees that: (i) Client has sole responsibility for the content of all End User Files and for obtaining all rights related to End User Files required by Intralinks to perform the Services; (ii) the Services shall only hold secondary copies of End User Files and not maintain master or original documents; and (iii) Intralinks shall not be responsible for the content of End User Files or the modification, use, copying, download, disclosure, distribution, or publication of End User Files by any End User or third party. Client hereby grants Intralinks the right to host, process, display, transmit, and otherwise use the End User Files to the extent necessary for Intralinks to provide the Services to Client and End Users.

5. TERM; TERMINATION; EFFECT OF TERMINATION

5.1 Term. This MSA shall commence on the Contract Date and shall continue in effect until the earlier of: (i) termination in accordance with Section 5.2; (ii) mutual written agreement of termination by the Parties; or (iii) delivery of written notice of termination by either Party to the other Party after completion of performance or termination (in accordance with their terms) of all Work Orders governed by this MSA (“Term”).

5.2 Termination. Notwithstanding the foregoing, either Party may terminate this MSA or any Work Order immediately upon written notice to the other Party if the other Party: (i) becomes insolvent, subject of a petition in bankruptcy, or makes an assignment for the benefit of creditors; or (ii) breaches any material obligation under the Agreement (including but not limited to payment obligations) and, fails to cure such breach within ten (10) days after receipt of notice describing the breach in reasonable detail. In case of non-curable breaches, the Agreement may be terminated immediately upon notice from the non-breaching Party to the breaching Party.

5.3 Effect of Termination. Upon termination of any Work Order: (i) Client shall (a) promptly discontinue using all Services provided under such Work Order(s), and (b) shall pay all undisputed invoices for Services performed up to the date of termination under the applicable Work Order; and (ii) Intralinks will terminate all Client and End User access to the Services provided under such Work Order(s).

5.4 Deletion of End User Files. Upon termination of a Work Order, all End User Files will be marked for deletion by Intralinks. The End User Files will remain on the Services for sixty (60) days (“Deletion Period”) for technical reasons. During the initial thirty (30) days of the Deletion Period, Client may request reactivation of the Services and upon payment of all applicable fees and charges, access for Client and/or End Users can be restored by Intralinks. After the Deletion Period, all End User Files will be permanently deleted and the backups in Intralinks’ systems will be purged during a subsequent purge process, which runs once every week, unless otherwise required by applicable law, rule, regulation, court order, subpoena, or other legal process. Upon Client’s written request, Intralinks shall provide written certification of deletion or destruction of the End User Files uploaded to the Services.

6. OWNERSHIP; USAGE RESTRICTIONS

6.1 Ownership. As between the Parties, Intralinks owns and retains all right, title and interest in and to the Services and the Intralinks Technology as well as all intellectual property rights in and to all of the foregoing.

6.2 Restrictions on Use. Client and their End Users shall not in connection with using the Services (i) reverse engineer, disassemble, transfer, distribute, make available, or otherwise exploit, modify, or create derivative works of the Services or build or operate competitive products or services; (ii) send spam or unsolicited messages in violation of applicable law; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material; (iv) send or store material containing malicious software including without limitation viruses, security vulnerabilities, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (v) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (vi) attempt to gain unauthorized access to the Services or its related systems or networks; (vii) access any materials on the Intralinks platform for which it is not intentionally permissioned by the applicable Intralinks client, or (viii) access or use Services in a United States embargoed country or in violation of any applicable export law or regulation.

7. CONFIDENTIALITY; DATA PRIVACY

7.1 Definition. "Confidential Information" means any and all information in any form disclosed directly or indirectly by one Party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Agreement, including, without limitation, Intralinks Technology, End User Files, and any information relating to the business, operations, technology, properties, employees, and clients of the Disclosing Party. Notwithstanding the foregoing, Confidential Information does not include any information that the Receiving Party can demonstrate by its written records: (i) was known to it prior to the information's disclosure in connection with provision or use of the Services; (ii) is or becomes known publicly through no wrongful act or omission of the Receiving Party; (iii) was rightfully received from a third party under no confidentiality obligation; or (iv) was independently developed by the Receiving Party without the use of any Confidential Information or breach of the Agreement.

7.2 Obligations. The Receiving Party agrees that it shall use the Disclosing Party’s Confidential Information exclusively for the performance of the Agreement. The Receiving Party shall use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own Confidential Information of like nature, but under no circumstances less than a reasonable degree of care. The Receiving Party may disclose the Disclosing Party's Confidential Information: (i) to the Receiving Party’s employees, agents, subcontractors, or consultants on an as-needed basis, provided such persons have confidentiality obligations consistent with this Section 7; (ii) with respect to End User Files, as authorized by Client or End Users; (iii) to the extent required by a court order, legal process, governmental regulation, or applicable law; provided, that the Party required to disclose the information provides prompt advance written notice thereof (to the extent permitted by law) to the other Party; or (iv) otherwise solely as expressly authorized in writing by the Disclosing Party. Any costs and fees exceeding 500 USD incurred by Intralinks in connection with third-party document requests, court orders, subpoenas, or other legal process or requests for production of End User Files shall be borne by Client.

7.3 Injunctive Relief. The Receiving Party acknowledges and agrees that the use or disclosure of any Confidential Information in breach of this Section 7 would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, each Party agrees that, in addition to any remedies available at law or equity, the Disclosing Party shall have the right to seek immediate injunctive relief, without the necessity of posting a bond or other security, in the event of a breach or threatened breach of this Section 7 by the Receiving Party. This Section 7 expressly supersedes and replaces in its entirety any non-disclosure agreement executed by the Parties in connection with preliminary discussions regarding the provision of Services to Client.

7.4 Exceptions. Notwithstanding any provision hereof to the contrary, Intralinks may (i) compile, use, and disclose statistical and other information regarding the performance, operation and use of the Services, and (ii) use data from the Services in aggregated or anonymized form for security and operations management, to create statistical analyses, product enhancement, and for research and development purposes; provided that no Client, End User, End User File or particular transaction shall be identified.

7.5 Data Privacy. The Parties agree that the Data Processing Addendum (“DPA”) (https://www.intralinks.com/DPA) shall apply and shall be subject to the terms of the MSA.

8. LIMITATION OF LIABILITY; INDEMNIFICATION

8.1 Limitation of liability; Client Indemnification. Notwithstanding anything in this Agreement to the contrary, Intralinks shall not be liable to Client for any action or inaction of Intralinks except to the extent of direct Losses finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, willful misconduct, or fraud of Intralinks in the performance of Intralinks’ duties or obligations under this Agreement. Under no circumstances shall Intralinks be liable to Client for Losses that are indirect, special, incidental, consequential, punitive, exemplary, or enhanced or that represent lost profits, loss of data, opportunity costs, or diminution of value. Client shall indemnify, defend and hold harmless Intralinks from and against Losses (including legal fees and costs to enforce this provision) that Intralinks suffers, incurs, or pays as a result of any Claim asserted by a third party in connection with (i) the processing of any End User Files by Client in violation of this Agreement, applicable law, regulation or third-party rights, or (ii) use of the Services by Client or any End User, except, in any case, to the extent such claim is based solely on Intralinks' willful misconduct, gross negligence, or violation of any third party intellectual property rights for which Intralinks indemnifies Client under the terms of this Agreement. Any expenses (including legal fees and costs) incurred by Intralinks in defending or responding to any Claims (or in enforcing this provision) shall be paid by Client on a quarterly basis prior to the final disposition of such matter upon receipt by Client of an undertaking by Intralinks to repay such amount if it shall be determined that Intralinks is not entitled to be indemnified. The maximum amount of cumulative liability of Intralinks to Client for Losses arising out of the subject matter of, or in any way related to, this Agreement shall not exceed the fees paid by Client to Intralinks under the applicable Work Order for the most recent twelve (12) months immediately preceding the date of the event giving rise to the Claim.

8.2 Intralinks shall indemnify, defend and hold harmless Client from and against Losses finally awarded by a court of competent jurisdiction or agreed to by Intralinks in settlement of third-party claims brought against Client alleging that Client’s use of the Services in accordance with the Agreement infringes a third-party copyright, patent or trademark (an “Infringement Claim”). In the event of an Infringement Claim, Intralinks may, in its sole discretion, either: (i) procure for Client the necessary right to continue using the Services; (ii) replace or modify any infringing portion of the Services with a functionally equivalent non-infringing substitute thereof; (iii) modify the Services so as to be non-infringing; or (iv) if none of the foregoing are commercially feasible, terminate this Agreement (and in the event of such termination, Client shall be entitled to a refund of any prepaid fees for the unexpired portion of any term of an affected Work Order). Intralinks’ obligations pursuant to this Section 8.2 shall not apply to any Infringement Claim to the extent that it arises as a result of (i) breach of the Agreement or the applicable End User Agreement; (ii) use of the Services other than in accordance with Intralinks’ documentation; (iii) modification of the Services; (iv) use of the Services with any services, hardware, software, applications, interfaces or other components not developed by Intralinks; or (v) End User Files.

9. WARRANTIES; DISCLAIMER; LIMITATIONS

9.1 General. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into and perform its obligations under the Agreement; (ii) the execution, delivery, and performance of the Agreement does not and will not violate (a) any judgment, decree, or order; or (b) any contract, agreement, or other undertaking, applicable to it, and (iii) it will comply with all applicable laws with respect to its provision or use of the Services.

9.2 Intralinks’ Warranty. Intralinks represents and warrants to Client that: (i) for the term of each Work Order and provided that Client has paid all applicable fees due to Intralinks hereunder, the Services will be provided in a manner that is reasonably designed for the secure maintenance and distribution of End User Files; and (ii) Intralinks will use up-to-date, generally accepted virus detection devices and procedures to regularly scan the Services for known viruses and other harmful components and use commercially reasonable efforts to remediate the same. Client’s sole and exclusive remedy for a breach of the foregoing warranty and Intralinks’ sole liability shall be to use commercially reasonable efforts to remedy the breach.

9.3 Client’s Warranty. Client represents and warrants to Intralinks that: (i) it has obtained all permissions and consents required by law or otherwise necessary for Intralinks to lawfully receive, process and store the End User Files in connection with providing the Services; (ii) it has delegated authority to its business group coordinators (“Administrators”) and exchange managers (“Managers”) in providing instructions in connection with the Services, and Intralinks has no duty to verify such instructions with Client; (iii) it will comply with the restrictions on use set forth in Section 6.2; (iv) it will use up-to-date, generally accepted virus detection devices and procedures to ensure that any electronic data or files transmitted to Intralinks will not contain any known viruses or other harmful components; and (v) it authorizes Intralinks to communicate to, or act on any instructions reasonably believed by Intralinks to be authentic communications from, Client, its Administrators or Managers with respect to the management of Services provided to Client.

9.4 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, INTRALINKS PROVIDES THE SERVICES “AS-IS”, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES SHOULD NOT BE USED FOR STORING ANY INFORMATION THAT HAS A SECURITY CLASSIFICATION OR OTHER RESTRICTION ON CROSS BORDER DATA TRANSFER THAT WOULD PROHIBIT THE END USER FILES FROM BEING PROCESSED BY OR STORED IN THE SERVICES. CLIENT AGREES THAT INTRALINKS SHALL NOT BE LIABLE FOR ANY LOSSES FROM OR RELATED TO SECURITY OR CROSS BORDER DATA TRANSFER LIMITATIONS REGARDING THE END USER FILES PROCESSED OR STORED IN THE SERVICES ON BEHALF OF THE CLIENT.

9.5 Limitations. Client acknowledges and accepts that Intralinks cannot represent or warrant that: (i) the Services will meet Client’s business requirements; (ii) the Services will be error-free or uninterrupted or that the results obtained from its use will be accurate or reliable; or (iii) all deficiencies in the Services can be found or corrected. Intralinks will further not be responsible for: (i) any failure to meet the Services warranty caused by Client or End Users or interoperability of specific software, hardware, applications, or equipment with the Services; (ii) the inability of Client or its End Users to access or interact with the Services through the Internet, other networks or users that comprise the Internet or the informational or computing resources available through the Internet; or (iii) services provided by a third party. Without limiting the foregoing, Client acknowledges and agrees that features of the Intralinks Services designed to restrict access to or use of End User Files cannot prevent manual copying of displayed information and may not prevent electronic or digital capture of document contents by End Users.

10. SERVICE LEVEL AGREEMENT

10.1 Uptime. Intralinks shall provide the Services with a minimum of ninety-nine point nine percent (99.9%) Operational Time Twenty-Four (24) hours a day, Seven (7) days a week as measured over each calendar month. “Operational Time” shall be calculated as [(Hours in Month – Downtime) / Hours in Month]. “Hours in Month” means the total number of hours in any given calendar month. “Downtime” means any period of time during that calendar month during which Client’s End Users are unable to access data on the Services (“Unavailability”), commencing on the receipt of Client's notification to Intralinks of such Unavailability or when Intralinks otherwise becomes aware of such Unavailability and ending when Intralinks has substantially restored the affected access or provided a workaround as described below. Downtime shall not include any period of time during which Client and/or its End Users are unable to access the Services due to: (i) scheduled maintenance and/or upgrades; (ii) an action or omission of Client (including its employees, contractors and/or agents); (iii) data quarantined due to virus infection; or (iv) a Force Majeure Event. The period of Downtime due to such Unavailability shall be stopped in the event Intralinks provides to Client a workaround for such Unavailability that makes the affected portion of the Services available to End Users of affected Exchanges. Intralinks shall continue to work on a permanent correction for such Unavailability in the event it provides a workaround to Client. In the event Client reasonably determines that the workaround materially impacts the use of such Exchanges, Client shall provide telephonic and email notice of such determination, and the period of Downtime due to such Unavailability shall resume as of the time of such notice to Intralinks but shall not include the interim period during which Intralinks provided such workaround to Client. Intralinks shall continue to work on a permanent correction for such Unavailability in the event it provides a workaround to Client.

11. MISCELLANEOUS

11.1 Export and Sanctions Compliance. The Services may be subject to export laws, sanctions and regulations of the U.S., the United Kingdom, the European Union, and other jurisdictions. Client shall be solely responsible for obtaining any necessary export license or other approval to transfer End User Files for the use of the Services. Client represents that it will not invite, permission or allow any End User to access the Services where such End User’s access to the Services or Intralinks provision of the Services to such End User is prohibited, restricted or subject to any sanctions applicable at that time.

11.2 No Improper Payments. The Parties shall comply with the U.S. Foreign Corrupt Practices Act and the UK Bribery Act (and similar laws of other jurisdictions). The Parties shall not offer, promise, approve, or make payments, gifts, or provide anything of value to foreign government officials or private parties for the purpose of influencing such individuals to obtain or retain business. In addition, neither Party shall make any payments with a wrongful or corrupt intent, includ-ing without limitation payments a Party knew or should have known were intended to influence a private party, government official, or government.

11.3 Marketing. Client agrees that Intralinks may list Client as a customer in Intralinks’ marketing materials (including, without limitation, Intralinks’ website and client list) and grants Intralinks the right to use Client’s name, mark, and logo solely in connection with such purpose.

11.4 Force Majeure. Any delay in or failure of performance by either Party under this Agreement (except for obligations to make payments) shall not be considered a breach and shall be excused to the extent caused by any event beyond the reasonable control of such Party including, but not limited to, acts of God, acts of terrorism, natural disasters, pandemics, acts of civil or military authorities, strikes or other labor disputes, fires, interruptions in telecommunications or Internet or network provider services, power outages, and, in the case of Intralinks’ delay or failure to perform, problems due to Client or End User acts or omissions or Client or End User owned hardware, software, or other equipment (a “Force Majeure Event”). If a Force Majeure Event prevails for a continuous period of more than thirty (30) consecutive days, the Party not delaying or failing to perform due to the Force Majeure Event may terminate the Agreement in whole or in Part by giving fourteen (14) days’ prior written notice to the other Party. Such termination shall be without prejudice to the rights of the Parties in respect of any breach of the Agreement occurring prior to such termination.

11.5 Survival. Sections 1, 2, 3, 5.3, 5.4, 6.1, 7, 8, 9.4, and 11 shall survive any termination or expiration of this MSA.

11.6 Notices. Notices to Intralinks shall be sent to the attention of the Legal Counsel or to il-legalnotices@sscinc.com. Notice shall be deemed to have been given upon receipt. Either Party may change its address for notice by giving notice of such address change in the manner provided herein.

11.7 Modification. Any modification, amendment or waiver to the Agreement shall, unless otherwise defined in this MSA, not be effective unless in writing and signed by a duly authorized representative of both Parties.

11.8 Assignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Client, in whole or in part, whether directly or by operation of law, without the prior written consent of Intralinks which shall not be unreasonably withheld. Intralinks may assign or otherwise transfer this Agreement: (i) to a successor in the event of a change in control of Intralinks, (ii) to an Affiliate, or (iii) in connection with an assignment or other transfer of a material part of Intralinks’ business. Any attempted delegation, transfer or assignment prohibited by this Agreement shall be null and void.

11.9 Independent Contractors; No Third-Party Beneficiaries. The Parties are independent contractors with respect to each other and neither shall be deemed an employee, agent, partner, or legal representative of the other for any pur-pose or shall have any authority to create any obligation on behalf of the other. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the Parties to this Agree-ment may enforce it.

11.10 Entire Agreement. The Agreement contains the complete, full and exclusive agreement between the Parties pertaining to the subject matter hereof. The Agreement supersedes all prior and contemporaneous agreements, under-standings, representations, warranties, proposals, requests for proposal and negotiations, if any, related to the subject matter hereof and any other terms set forth in a Client purchase order for the Services.

11.11 Severability. If any court of competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. The Parties shall negotiate in good faith to amend such provision to make it legal, valid, and enforceable, and, to the greatest extent possible, to achieve the Parties’ original commercial intention.

11.12 Waiver; Remedies. No failure or delay of either Party to exercise any right or remedy provided under this Agreement or by law or to insist upon strict compliance by the other Party to its obligation under this Agreement, and no custom or practice of the Parties in variance with the terms of this Agreement, shall constitute a waiver of either Party’s right to demand exact compliance with the terms of this Agreement. Any waiver of any breach of any provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

11.13 Interpretation. This Agreement has been mutually negotiated, and therefore shall be deemed to have been negotiated and prepared at the joint request, direction and construction of all Parties, at arm’s length and shall be interpreted in accordance with the terms without favor to any Party.

11.14 Governing law; Jurisdiction. This Agreement is governed by and is to be construed in accordance with the laws of the State of New York. The Parties hereby agree to use good faith efforts to resolve any dispute of any kind or nature whatsoever arising out of or in relation to this Agreement, prior to the commencement of any litigation. The Parties irrevocably agree to submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for the adjudication of any case or controversy arising out of or in connection with this Agreement. Client shall pay all of Intralinks’ attorney’s fees and other costs incurred by Intralinks to enforce this Agreement or to collect any fees or charges due Intralinks under the Agreement.

11.15 Counterparts; Electronic Signatures. This MSA and any Work Order or SOW may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. A manually or electronically signed copy of this MSA or any Work Order or SOW delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the MSA or the Work Order or SOW.