Jira Service Management

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Please read and sign this Agreement to request a copy. "}]},{"type":"paragraph","content":[{"type":"text","text":"Only 365 Retail Markets' customers or potential customers may request the report from their validated business email address. "}]},{"type":"paragraph","content":[{"type":"text","text":"Requests from personal email addresses (@yahoo.com, @gmail.com, ETC) will not be considered. "}]},{"type":"paragraph","content":[{"type":"text","text":"Here are some situations where a DPIA is required:"}]},{"type":"bulletList","content":[{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"Use of new technologies"}]}]},{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"Tracking data subjects’ location or behavior"}]}]},{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"Systematic monitoring of a publicly accessible place on a large scale"}]}]},{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"Processing personal data related to “racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation”"}]}]},{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"If data processing is used to make automated decisions about people that could have legal (or similarly significant) effects"}]}]},{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"If processing children’s data"}]}]},{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"If the data that is processed could result in physical harm to the data subjects if it is leaked"}]}]}]},{"type":"paragraph","content":[]}]},{"type":"heading","attrs":{"level":1},"content":[{"type":"text","text":"MUTUAL NON-DISCLOSURE AGREEMENT"}]},{"type":"paragraph","content":[{"type":"text","text":"This Mutual Non-Disclosure Agreement (this “"},{"type":"text","text":"Agreement","marks":[{"type":"underline"}]},{"type":"text","text":"”), dated as of the last date in the signature block below, is by and between 365 Retail Markets, LLC, a Michigan limited liability company (“"},{"type":"text","text":"365","marks":[{"type":"underline"}]},{"type":"text","text":"”), and (“"},{"type":"text","text":"Company","marks":[{"type":"underline"}]},{"type":"text","text":"”) (each a “"},{"type":"text","text":"Party","marks":[{"type":"underline"}]},{"type":"text","text":"” and together the “"},{"type":"text","text":"Parties","marks":[{"type":"underline"}]},{"type":"text","text":"”)."}]},{"type":"paragraph","content":[{"type":"text","text":"RECITALS","marks":[{"type":"underline"}]}],"marks":[{"type":"alignment","attrs":{"align":"center"}}]},{"type":"paragraph","content":[{"type":"text","text":"The Parties wish to discuss possible business arrangements, including one or more negotiated transactions, between 365 and Company (the “"},{"type":"text","text":"Discussions","marks":[{"type":"underline"}]},{"type":"text","text":"”)."}]},{"type":"paragraph","content":[{"type":"text","text":"The disclosing Party (the “"},{"type":"text","text":"Discloser","marks":[{"type":"underline"}]},{"type":"text","text":"”) has developed and possesses certain valuable confidential and proprietary information relating to its business operations and financial affairs, which information may be disclosed to, or become known by, the receiving Party (the “"},{"type":"text","text":"Recipient","marks":[{"type":"underline"}]},{"type":"text","text":"”) and/or its attorneys, accountants, agents, directors, members, managers, employees, or officers (collectively, the “"},{"type":"text","text":"Recipient’s Representatives","marks":[{"type":"underline"}]},{"type":"text","text":"”) during the Discussions. The Discloser desires to protect the confidential and proprietary nature of such information."}]},{"type":"paragraph","content":[{"type":"text","text":"AGREEMENTS","marks":[{"type":"underline"}]}],"marks":[{"type":"alignment","attrs":{"align":"center"}}]},{"type":"paragraph","content":[{"type":"text","text":"In order to facilitate the Discussions, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the Parties hereby agree and covenant as follows:"}]},{"type":"orderedList","attrs":{"order":1},"content":[{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"Definition.","marks":[{"type":"strong"}]}]}]}]},{"type":"paragraph","content":[{"type":"text","text":"The term “"},{"type":"text","text":"Confidential Information","marks":[{"type":"underline"}]},{"type":"text","text":"” means all nonpublic or proprietary information disclosed to the Recipient or the Recipient’s Representatives by the Discloser or any of the Discloser’s attorneys, accountants, agents, directors, members, managers, employees, or officers (the “"},{"type":"text","text":"Discloser’s Representatives","marks":[{"type":"underline"}]},{"type":"text","text":"”) in connection with the Discussions, whether disclosed before, on or after the effective date of this Agreement, whether disclosed orally, visually or in tangible form (including documents, devices, presentations and computer readable media), and all copies thereof, and whether or not labeled as “confidential.” The term Confidential Information includes, without limitation, internal business information such as agent and independent contractor lists and related information; books and records; business acquisition plans; business plans; compilations; cost information; current and anticipated customer requirements; customer lists and related information; customer data and documentation and databases (including architectures, structures, systems and technologies); details of contracts (including contracts with agents, customers, employees, independent contractors, suppliers and vendors); distribution channels; financial information and data (including budgets, financial statements, forecasts and projections); intellectual property; know-how; market studies; marketing plans; new personnel acquisition plans; operational methods; pricing information (including price lists and pricing policies); product development plans and techniques; research and development (including past, current and planned); strategies; supplier lists and related information; technology; trade secrets; vendor lists and related information; SOC 2 reports or any similar reports; and all other information developed and used by the Discloser in its business operations (as conducted and as proposed to be conducted). 365 may disclose and Company may receive Confidential Information directly or indirectly through its affiliates and all such disclosures and receipts shall be deemed disclosures by 365, and receipts by Company, of 365’s Confidential Information."}]},{"type":"paragraph","content":[{"type":"text","text":"2. "},{"type":"text","text":"Exceptions from the Definition.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Anything in this Agreement to the contrary notwithstanding, Confidential Information shall not include any information that the Recipient can demonstrate (a) was in the Recipient’s possession prior to disclosure by the Discloser or the Discloser’s Representatives hereunder, as evidenced by the Recipient’s written records, (b) was generally known to the public at the time of disclosure to the Recipient hereunder, or becomes so generally known after such disclosure, through no act of the Recipient or the Recipient’s Representatives, (c) has come into the possession of the Recipient from a third party who is under no obligation to the Discloser and/or the Discloser’s Representatives to maintain the confidentiality of such information, or (d) was developed by the Recipient independently of, and without reference to, any Confidential Information or any information that the Discloser or the Discloser’s Representatives have disclosed in confidence to Recipient or Recipient’s Representatives. If a particular aspect or portion of Confidential Information becomes subject to any of the foregoing exceptions, all other aspects or portions of such information shall remain subject to all of the conditions, provisions and terms contained in this Agreement. A combination or sequence of Confidential Information, taken as a whole, shall not be deemed within any of the foregoing exceptions merely because all or some of the individual parts of such combination or sequence of Confidential Information shall be subject to such exceptions."}]},{"type":"paragraph","content":[{"type":"text","text":"3. Ownership","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Confidential Information shall remain at all times the property of the Discloser. The Discloser does not grant any license or rights to the Recipient or the Recipient’s Representatives under any copyrights, patents, trademarks, trade secrets or other proprietary rights to reproduce or use any Confidential Information. Neither the Recipient nor the Recipient’s Representatives shall remove any proprietary rights legend from, and, at the Discloser’s reasonable request, shall add any proprietary rights legend to, materials disclosing or embodying Confidential Information. In addition, neither the Recipient nor the Recipient’s Representatives shall copy or reproduce by any means any Confidential Information without the Discloser’s prior written consent, except as reasonably required to conduct the Discussions and evaluate and implement possible negotiated transactions between the Parties (the “"},{"type":"text","text":"Permitted Purpose","marks":[{"type":"underline"}]},{"type":"text","text":"”)."}]},{"type":"paragraph","content":[{"type":"text","text":"4. Use and Disclosure.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"(a) Neither the Recipient nor the Recipient’s Representatives, without the prior written consent of the Discloser, shall (i) disclose any Confidential Information to any individual or entity, or (ii) use any Confidential Information for any purpose, except where such use or disclosure is expressly permitted by this Agreement."}]},{"type":"paragraph","content":[{"type":"text","text":"(b) The Recipient shall use all Confidential Information solely for the Permitted Purpose. In connection therewith, the Recipient shall disclose Confidential Information only to the Recipient’s Representatives (i) who need to know such Confidential Information for the Permitted Purpose, (ii) who are informed of the confidential nature of the Confidential Information, and (iii) who are legally bound to keep the Confidential Information confidential and (iv) who are instructed not to use the Confidential Information except as specifically authorized by the Recipient. The Recipient shall prevent the disclosure of any Confidential Information by the Recipient’s Representatives who have access to any Confidential Information, and shall require each of such of the Recipient’s Representatives to agree to limit her, his or its use of such Confidential Information to the Permitted Purpose, and Recipient shall be responsible for any breach of this Agreement by Recipient’s Representatives. Notwithstanding anything to the contrary herein, Company shall not disclosure or make available any 365 SOC 2 reports, 365 Data Protection Impact Assessment reports, or any similar reports, to any other party."}]},{"type":"paragraph","content":[{"type":"text","text":"(c) The Recipient agrees and covenants to keep control of and safeguard the Confidential Information, and to exercise a commercially reasonable degree of care with the Confidential Information, to prevent unauthorized disclosure and/or use. The Recipient shall maintain such security measures and precautions as are appropriate or necessary to prevent inadvertent or unauthorized disclosure and/or use of the Confidential Information."}]},{"type":"paragraph","content":[{"type":"text","text":"(d) The Recipient agrees and covenants that, without the Discloser’s prior written consent, neither the Recipient nor the Recipient’s Representatives will disclose to any other entity or individual the fact that Confidential Information has been made available to it, that the Discussions are taking place, or any of the conditions, provisions, terms or other facts with respect thereto (including the status thereof)."}]},{"type":"paragraph","content":[{"type":"text","text":"(e) Each Party agrees and covenants that, except for internal purposes only, it will not identify, publish or otherwise disclose the other Party’s name in any presentation material or other external disclosure without the prior written consent of such other Party in each instance."}]},{"type":"paragraph","content":[{"type":"text","text":"(f) The conditions, provisions and terms contained in this Section 4 will not apply to Confidential Information that is required to be disclosed by law, regulation, judicial or governmental order, discovery request, or similar process (collectively, “"},{"type":"text","text":"Law","marks":[{"type":"underline"}]},{"type":"text","text":"”); "},{"type":"text","text":"provided, however","marks":[{"type":"underline"}]},{"type":"text","text":", that if disclosure is required by Law, then the Recipient will (i) provide the Discloser with prompt written notice of such requirement so that the Discloser may seek an appropriate protective Order prior to any such required disclosure by the Recipient or Recipient’s Representatives, (ii) take reasonable steps to assist the Discloser at the Recipient’s sole cost and expense, in contesting such required disclosure or otherwise protecting the Discloser’s rights, and (iii) furnish only that portion of the Confidential Information that Recipient is advised by counsel in writing is legally required."}]},{"type":"paragraph","content":[{"type":"text","text":" "}]},{"type":"paragraph","content":[{"type":"text","text":"5. Return and Destruction.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Upon termination of the Discussions by either Party, for any or no reason, or at any time upon the demand of the Discloser, for any reason, the Recipient promptly shall return to the Discloser or, at the Discloser’s option destroy, all tangible materials (and all copies thereof) that disclose or embody Confidential Information. In the event of such a decision or demand, all materials containing or reflecting the Confidential Information prepared by the Recipient or the Recipient’s Representatives based on Confidential Information provided by the Discloser or the Discloser’s Representatives shall be returned or destroyed, as applicable. Anything in this Agreement to the contrary notwithstanding, subject to the confidentiality obligations contained herein, the Recipient shall be entitled to retain on a confidential basis one copy of all Confidential Information to comply with legal or regulatory requirements."}]},{"type":"paragraph","content":[{"type":"text","text":"6. No Agreement as to the Discussions.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"This Agreement does not constitute or create any obligation of the Discloser or the Discloser’s Representatives to provide any Confidential Information or other information to the Recipient or the Recipient’s Representatives, but merely defines the duties and obligations of the Recipient and the Recipient’s Representatives with respect to the Confidential Information to the extent it may be disclosed or made available. This Agreement in no way constitutes any promise by either Party to engage the other Party and/or the Discloser or the Discloser’s Representatives in a binding agreement to consummate the transactions contemplated by the Discussions and each Party, the Discloser’s Representatives and the Recipient’s Representatives may continue to develop and proceed with any projects they may presently be exploring or pursuing until such time as a definitive agreement may be reached between the Parties. Each Party acknowledges, agrees and understands that unless and until a definitive agreement with respect to the Discussions has been executed and delivered, neither Party nor Discloser’s Representatives nor the Recipient’s Representatives will be under any legal obligation of any kind whatsoever with respect to the Discussions by virtue of this Agreement or any oral or written expression by either Party, the Discloser’s Representatives or the Recipient’s Representatives, except for the matters specifically agreed herein. All information disclosed hereunder is without representation or warranty of any kind whatsoever, including any representation or warranty as to accuracy or completeness, whether express or implied. The Discloser and the Discloser’s Representatives shall have no liability to the Recipient or any of the Recipient’s Representatives resulting from the contents of the Confidential Information provided or from any action taken or any inaction occurring in reliance on the Confidential Information. Only those representations or warranties that are made in a final definitive agreement regarding the Discussions, when, as and if executed, and subject to such limitations and restrictions as may be contained therein, will have any legal effect."}]},{"type":"paragraph","content":[{"type":"text","text":"7. Acknowledgment Regarding Competition.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Each Party acknowledges, agrees and understands that it is engaged in a business that may compete with the other Party’s business and, although each Party has agreed to comply with the conditions, provisions and terms contained in this Agreement, each Party acknowledges, agrees and understands that each Party may continue to compete with the other Party’s business, subject to the terms and conditions of this Agreement."}]},{"type":"paragraph","content":[{"type":"text","text":"8. Term; Termination.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Anything in this Agreement to the contrary notwithstanding, either Party may terminate the Discussions at any time for any or no reason by giving the other Party written notice of such termination, which termination shall be effective upon the 30"},{"type":"text","text":"th","marks":[{"type":"subsup","attrs":{"type":"sup"}}]},{"type":"text","text":" day following receipt by the non-terminating Party; provided, however, that Recipient’s confidentiality and non-use obligations with respect to any Confidential Information received before the termination of this Agreement shall survive indefinitely."}]},{"type":"paragraph","content":[{"type":"text","text":"9. Notices.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"(a) All demands, documents, notices, payments, reports, requests, returns or other communications delivered pursuant to the conditions, provisions and terms contained in this Agreement and other applicable law will be in writing and will be deemed to be sufficient if (i) delivered personally, (ii) mailed by certified or registered mail, return receipt requested, postage prepaid, (iii) sent by facsimile or other electronic transmission device, or (iv) sent by a nationally-recognized, overnight courier, to the Parties at the following addresses (or at such other address for a Party as are specified by a written notice satisfying the conditions, provisions and terms contained in this Section 9):"}]},{"type":"paragraph","content":[{"type":"text","text":"(i) If to 365, to it at:"}]},{"type":"paragraph","content":[{"type":"text","text":"365 Retail Markets, LLC"}]},{"type":"paragraph","content":[{"type":"text","text":"1743 Maplelawn"}]},{"type":"paragraph","content":[{"type":"text","text":"Troy, MI 48084"}]},{"type":"paragraph","content":[{"type":"text","text":"Attention: General Counsel"}]},{"type":"paragraph","content":[{"type":"text","text":"(ii) If to Company, to it at:"}]},{"type":"layoutSection","content":[{"type":"layoutColumn","attrs":{"width":50},"content":[{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":6},"layout":"default","localId":"c8554bb1-e66c-452f-b648-74a1c24f9f9a"}}]},{"type":"layoutColumn","attrs":{"width":50},"content":[{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":8},"layout":"default","localId":"cd9a01a4-6932-4513-a12a-7cfe6d7f77ab"}},{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":10},"layout":"default","localId":"dc84da4f-ddf5-4f5d-bc32-197baceaa689"}},{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":24},"layout":"default","localId":"c0b27424-00f3-4ff3-b2fc-dba23e4f968d"}}]}]},{"type":"paragraph","content":[{"type":"text","text":"(b) All such demands, documents, notices, payments, reports, requests, returns or other communications will be deemed to have been delivered and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of delivery by certified or registered mail, on the third (3rd) business day following such mailing, (iii) in the case of delivery by facsimile or other electronic transmission device, on the date of such delivery if delivered on a business day, or if not delivered on a business day, then on the next business day after the day delivered, and (iv) in the case of delivery by a nationally-recognized, overnight courier guaranteeing next business day delivery, on the business day following dispatch."}]},{"type":"paragraph","content":[{"type":"text","text":"10. Benefits of Agreement; Assignment.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"All of the conditions, provisions and terms contained in this Agreement will be binding upon and will inure to the benefit of the Parties and their respective affiliates, subsidiaries, permitted assignees, respective Representatives and successors, as applicable. Except as otherwise expressly contained in this Agreement, this Agreement will not confer any remedies or rights upon any parties other than the parties referred to in the immediately preceding sentence. This Agreement will not be assignable by any Party without the prior written consent of the other Party. Any assignment in violation of this section is null and void."}]},{"type":"paragraph","content":[{"type":"text","text":"11. Remedies.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"The Parties acknowledge, agree and understand that it will be impossible to measure the damages that would be suffered by the Discloser if the Recipient or any of the Recipient’s Representatives fail to comply with the conditions, provisions and terms contained in this Agreement and that, in the event of any such failure, the Discloser will not have an adequate remedy at law. The Discloser and/or the Discloser’s Representatives therefore shall be entitled (in addition to any other remedies and rights) to seek specific performance of the Recipient’s duties and obligations hereunder and to seek immediate injunctive relief without having to post a bond. The Recipient acknowledges, agrees and understands that it is acting on behalf of the Recipient’s Representatives and further acknowledges, agrees and understands that the Discloser has no privity with the Recipient’s Representatives. Therefore, the Recipient represents and warrants that the Recipient’s Representatives shall fully comply with the conditions, provisions and terms contained in this Agreement to the same extent as if any such Recipient’s Representative was the Recipient herein."}]},{"type":"paragraph","content":[{"type":"text","text":"12. Waiver.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"The failure of any Party to seek redress for a breach of or default under, or to insist upon the strict performance of, any condition, provision or term contained in this Agreement will not prevent a subsequent act, which originally would have constituted a breach of or default under, or failure to satisfy, a condition, provision or term contained in this Agreement, from having the effect of an original breach of or default, or failure to satisfy, under such condition, provision or term contained in this Agreement. No waiver of any condition, provision or term contained in this Agreement will be effective unless it is contained in a written document executed by each Party. No waiver by any Party of any breach of or default under any agreement, covenant, representation or warranty hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent breach of or default under any agreement, covenant, representation or warranty hereunder, or affect in any way any rights arising out of, based upon, connected with, incidental to or related to any such prior or subsequent occurrence."}]},{"type":"paragraph","content":[{"type":"text","text":"13. Litigation Expenses.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"The prevailing Party in any action, appeal, investigation, proceeding or suit (a “"},{"type":"text","text":"Proceeding","marks":[{"type":"underline"}]},{"type":"text","text":"”) and upon final determination of a court of competent jurisdiction in a final, non-appealable decision brought to enforce, or resolve a dispute under, the conditions, provisions and terms contained in this Agreement will be entitled to an award of all and any out-of-pocket expenses incurred in connection with asserting, appealing, defending or investigating any claim, dispute or Proceeding arising out of, based upon, connected with, incidental to or related to this Agreement, including reasonable fees and disbursements of outside accountants, consultants, expert witnesses, investigators, legal counsel and other professionals and para-professionals, which award will be in addition to any other remedy awarded in such Proceeding."}]},{"type":"paragraph","content":[{"type":"text","text":"14. Transaction Expenses.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Except as otherwise expressly contained in this Agreement, each Party shall bear its own costs, expenses and fees (including accountants’ and attorneys’ costs, expenses and fees) incurred in connection with the conduct of the Discussions, the negotiation of this Agreement, the performance of their respective duties and obligations contained in this Agreement, and their respective compliance with the conditions, provisions and terms contained in this Agreement."}]},{"type":"paragraph","content":[{"type":"text","text":"15. Governing Law.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"This Agreement will be construed, governed by and interpreted in accordance with the domestic laws of the State of Michigan without giving effect to any choice of law or any conflicting provision, rule or term (whether of the State of Michigan or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Michigan to be applied. In furtherance of the foregoing, the domestic laws of the State of Michigan will control the construction and interpretation of this Agreement, even if under such other jurisdiction’s choice of law or conflict of law analysis, the substantive laws of another jurisdiction ordinarily would apply."}]},{"type":"paragraph","content":[{"type":"text","text":"16. Jurisdiction; Venue.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Oakland County Circuit Court, Oakland County Michigan, or the U.S. District Court, Eastern District of Michigan, and any appellate court from any such Michigan state court or federal court (each individually, a “"},{"type":"text","text":"Michigan Court","marks":[{"type":"underline"}]},{"type":"text","text":"”), in any Proceeding arising out of, based upon, connected with, incidental to or related to this Agreement or the transactions contemplated hereby, or for enforcement or recognition of any judgment arising therefrom, based upon, connected thereto, incidental thereto or related thereto, and each of the Parties irrevocably and unconditionally acknowledges, agrees and understands that all claims with respect to any such Proceeding may be heard and determined in any Michigan Court. Each of the Parties agrees and covenants that a final judgment in any such Proceeding will be conclusive and may be enforced in any other jurisdiction by a Proceeding on the judgment or in any other manner provided by applicable law. Each of the Parties irrevocably and unconditionally waives, to the fullest extent he, she or it effectively and legally may do so, any objection that he, she or it now or hereafter may have to the laying of venue of any Proceeding arising out of, based upon, connected with, incidental to or related to this Agreement or the transactions contemplated hereby in any Michigan Court. Each of the Parties irrevocably and unconditionally waives, to the fullest extent he, she or it legally and effectively may do so, the claim or defense of an inconvenient forum to the maintenance of such Proceeding in any Michigan Court. Notwithstanding the foregoing, each Party may seek injunctive relief in any court of competent jurisdiction."}]},{"type":"paragraph","content":[{"type":"text","text":"17. Severability.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"If any condition, provision or term contained in this Agreement would be held in any jurisdiction to be illegal, invalid, prohibited or unenforceable for any reason, then such condition, provision or term, as to such jurisdiction, will be ineffective, without invalidating the remaining conditions, provisions and terms contained in this Agreement or affecting the enforceability, legality or validity of such term in any other jurisdiction. Anything in the immediately preceding sentence to the contrary notwithstanding, if such condition, provision or term could be drawn more narrowly so as not to be illegal, invalid, prohibited or unenforceable in such jurisdiction, it will be so narrowly drawn, as to such jurisdiction, without invalidating the remaining conditions, provisions and terms contained in this Agreement or affecting the enforceability, legality, or validity of such condition, provision or term in any other jurisdiction."}]},{"type":"paragraph","content":[{"type":"text","text":"18. Counterparts and Electronic Delivery.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"The Parties may execute this Agreement in any number of counterparts, and each such counterpart will be deemed an original signature page to this Agreement. All such counterparts will be considered one and the same contract and will become effective when one (1) or more counterparts have been executed by each Party and delivered to each other Party, it being understood that all Parties need not execute the same counterpart. Any counterpart or other signature delivered by facsimile, e-mail or other electronic device will be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such Party."}]},{"type":"paragraph","content":[{"type":"text","text":"19. Amendment.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Except as otherwise expressly contained in this Agreement, this Agreement may not be altered, amended, modified, restated and/or supplemented except pursuant to a written document signed by each Party."}]},{"type":"paragraph","content":[{"type":"text","text":"20. Entire Agreement.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"This Agreement and the other agreements and documents referenced and incorporated herein (if any) contain all of the contracts among the Parties with respect to the transactions contemplated hereby and thereby and supersede all prior contracts among the Parties with respect to such transactions. In the event there is any inconsistency between this Agreement and the terms and conditions of any electronic data room, the terms and conditions of this Agreement shall govern."}]},{"type":"paragraph","content":[]},{"type":"heading","attrs":{"level":1},"content":[{"type":"text","text":"Signatures"}],"marks":[{"type":"alignment","attrs":{"align":"center"}}]},{"type":"paragraph","content":[]},{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":20},"layout":"default","localId":"a6ae2c63-a269-4276-9498-4ae6e4477dce"}},{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":18},"layout":"default","localId":"5cfcaf52-e520-4b96-abe1-d99f7790fc6a"}},{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":19},"layout":"default","localId":"4f0eebd1-611b-46d8-9e05-941780ef0698"}},{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":21},"layout":"default","localId":"ecd34477-fc10-4e04-a908-2a5b03d972c7"}},{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":22},"layout":"default","localId":"f1508e79-b3b4-4e41-9079-fece9545fe0a"}},{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":23},"layout":"default","localId":"ba98b682-934f-447d-bc3a-bd5d55c0d1b9"}},{"type":"paragraph","content":[{"type":"text","text":"By clicking the “Send” button below, you agree to this Agreement, including its confidentiality obligations, and the "},{"type":"text","text":"365 Privacy Policy and Terms of Service","marks":[{"type":"link","attrs":{"href":"https://365retailmarkets.com/consumer-policy/"}}]},{"type":"text","text":". "}]}]}],"conditions":{},"sections":{},"questions":{"8":{"type":"ts","label":"Facsimile","description":"","validation":{"rq":false},"choices":[],"questionKey":""},"22":{"type":"ts","label":"Title","description":"","validation":{"rq":true},"choices":[],"questionKey":""},"24":{"type":"ts","label":"Attention","description":"","validation":{"rq":false},"choices":[],"questionKey":""},"10":{"type":"te","label":"Email","description":"","validation":{"rq":false},"choices":[],"questionKey":""},"21":{"type":"ts","label":"Signature","description":"","validation":{"rq":true},"choices":[],"questionKey":""},"6":{"type":"rt","label":"Address","description":"","validation":{"rq":false},"choices":[],"questionKey":""},"20":{"type":"ts","label":"Company","description":"Please add your Company name here.","validation":{"rq":true},"choices":[],"questionKey":""},"18":{"type":"cs","label":"Authorized Representative","description":"By signing this Authorization, I certify that I, the undersigned, is an authorized representative of the Company and that I have the authority to authorize this request on the Company’s behalf","validation":{"rq":true},"choices":[{"id":"1","label":"I am an authorized representative.","other":false}],"questionKey":""},"19":{"type":"cs","label":"Electronic Signature","description":"Representative agrees to utilize this electronic signature and agrees that the attached electronic signature is legally binding and effective as if signed on a paper document. ","validation":{"rq":true},"choices":[{"id":"1","label":"Agree","other":false}],"questionKey":""},"23":{"type":"da","label":"Date","description":"","validation":{"rq":true},"choices":[],"questionKey":""}}},"uuid":"1c260c72-5f8b-4ec5-b9b6-ac8fd8d67d1b"},"proforma":{"formExists":true,"formValid":true,"formTemplateData":{"id":9,"updated":"2024-04-29T13:22:57.996968627Z","publish":{"jira":{"submitOnCreate":true,"validateOnCreate":true},"portal":{"portalRequestTypeIds":[983],"submitOnCreate":true,"validateOnCreate":true}},"design":{"settings":{"templateId":9,"name":"MUTUAL NON-DISCLOSURE AGREEMENT - DPIA","submit":{"lock":false,"pdf":true},"templateFormUuid":"1c260c72-5f8b-4ec5-b9b6-ac8fd8d67d1b"},"layout":[{"version":1,"type":"doc","content":[{"type":"panel","attrs":{"panelType":"info"},"content":[{"type":"paragraph","content":[{"type":"text","text":"Thank you for your interest in our Data Protection Impact Assessment (DPIA) report. Please read and sign this Agreement to request a copy. "}]},{"type":"paragraph","content":[{"type":"text","text":"Only 365 Retail Markets' customers or potential customers may request the report from their validated business email address. "}]},{"type":"paragraph","content":[{"type":"text","text":"Requests from personal email addresses (@yahoo.com, @gmail.com, ETC) will not be considered. "}]},{"type":"paragraph","content":[{"type":"text","text":"Here are some situations where a DPIA is required:"}]},{"type":"bulletList","content":[{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"Use of new technologies"}]}]},{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"Tracking data subjects’ location or behavior"}]}]},{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"Systematic monitoring of a publicly accessible place on a large scale"}]}]},{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"Processing personal data related to “racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation”"}]}]},{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"If data processing is used to make automated decisions about people that could have legal (or similarly significant) effects"}]}]},{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"If processing children’s data"}]}]},{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"If the data that is processed could result in physical harm to the data subjects if it is leaked"}]}]}]},{"type":"paragraph","content":[]}]},{"type":"heading","attrs":{"level":1},"content":[{"type":"text","text":"MUTUAL NON-DISCLOSURE AGREEMENT"}]},{"type":"paragraph","content":[{"type":"text","text":"This Mutual Non-Disclosure Agreement (this “"},{"type":"text","text":"Agreement","marks":[{"type":"underline"}]},{"type":"text","text":"”), dated as of the last date in the signature block below, is by and between 365 Retail Markets, LLC, a Michigan limited liability company (“"},{"type":"text","text":"365","marks":[{"type":"underline"}]},{"type":"text","text":"”), and (“"},{"type":"text","text":"Company","marks":[{"type":"underline"}]},{"type":"text","text":"”) (each a “"},{"type":"text","text":"Party","marks":[{"type":"underline"}]},{"type":"text","text":"” and together the “"},{"type":"text","text":"Parties","marks":[{"type":"underline"}]},{"type":"text","text":"”)."}]},{"type":"paragraph","content":[{"type":"text","text":"RECITALS","marks":[{"type":"underline"}]}],"marks":[{"type":"alignment","attrs":{"align":"center"}}]},{"type":"paragraph","content":[{"type":"text","text":"The Parties wish to discuss possible business arrangements, including one or more negotiated transactions, between 365 and Company (the “"},{"type":"text","text":"Discussions","marks":[{"type":"underline"}]},{"type":"text","text":"”)."}]},{"type":"paragraph","content":[{"type":"text","text":"The disclosing Party (the “"},{"type":"text","text":"Discloser","marks":[{"type":"underline"}]},{"type":"text","text":"”) has developed and possesses certain valuable confidential and proprietary information relating to its business operations and financial affairs, which information may be disclosed to, or become known by, the receiving Party (the “"},{"type":"text","text":"Recipient","marks":[{"type":"underline"}]},{"type":"text","text":"”) and/or its attorneys, accountants, agents, directors, members, managers, employees, or officers (collectively, the “"},{"type":"text","text":"Recipient’s Representatives","marks":[{"type":"underline"}]},{"type":"text","text":"”) during the Discussions. The Discloser desires to protect the confidential and proprietary nature of such information."}]},{"type":"paragraph","content":[{"type":"text","text":"AGREEMENTS","marks":[{"type":"underline"}]}],"marks":[{"type":"alignment","attrs":{"align":"center"}}]},{"type":"paragraph","content":[{"type":"text","text":"In order to facilitate the Discussions, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the Parties hereby agree and covenant as follows:"}]},{"type":"orderedList","attrs":{"order":1},"content":[{"type":"listItem","content":[{"type":"paragraph","content":[{"type":"text","text":"Definition.","marks":[{"type":"strong"}]}]}]}]},{"type":"paragraph","content":[{"type":"text","text":"The term “"},{"type":"text","text":"Confidential Information","marks":[{"type":"underline"}]},{"type":"text","text":"” means all nonpublic or proprietary information disclosed to the Recipient or the Recipient’s Representatives by the Discloser or any of the Discloser’s attorneys, accountants, agents, directors, members, managers, employees, or officers (the “"},{"type":"text","text":"Discloser’s Representatives","marks":[{"type":"underline"}]},{"type":"text","text":"”) in connection with the Discussions, whether disclosed before, on or after the effective date of this Agreement, whether disclosed orally, visually or in tangible form (including documents, devices, presentations and computer readable media), and all copies thereof, and whether or not labeled as “confidential.” The term Confidential Information includes, without limitation, internal business information such as agent and independent contractor lists and related information; books and records; business acquisition plans; business plans; compilations; cost information; current and anticipated customer requirements; customer lists and related information; customer data and documentation and databases (including architectures, structures, systems and technologies); details of contracts (including contracts with agents, customers, employees, independent contractors, suppliers and vendors); distribution channels; financial information and data (including budgets, financial statements, forecasts and projections); intellectual property; know-how; market studies; marketing plans; new personnel acquisition plans; operational methods; pricing information (including price lists and pricing policies); product development plans and techniques; research and development (including past, current and planned); strategies; supplier lists and related information; technology; trade secrets; vendor lists and related information; SOC 2 reports or any similar reports; and all other information developed and used by the Discloser in its business operations (as conducted and as proposed to be conducted). 365 may disclose and Company may receive Confidential Information directly or indirectly through its affiliates and all such disclosures and receipts shall be deemed disclosures by 365, and receipts by Company, of 365’s Confidential Information."}]},{"type":"paragraph","content":[{"type":"text","text":"2. "},{"type":"text","text":"Exceptions from the Definition.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Anything in this Agreement to the contrary notwithstanding, Confidential Information shall not include any information that the Recipient can demonstrate (a) was in the Recipient’s possession prior to disclosure by the Discloser or the Discloser’s Representatives hereunder, as evidenced by the Recipient’s written records, (b) was generally known to the public at the time of disclosure to the Recipient hereunder, or becomes so generally known after such disclosure, through no act of the Recipient or the Recipient’s Representatives, (c) has come into the possession of the Recipient from a third party who is under no obligation to the Discloser and/or the Discloser’s Representatives to maintain the confidentiality of such information, or (d) was developed by the Recipient independently of, and without reference to, any Confidential Information or any information that the Discloser or the Discloser’s Representatives have disclosed in confidence to Recipient or Recipient’s Representatives. If a particular aspect or portion of Confidential Information becomes subject to any of the foregoing exceptions, all other aspects or portions of such information shall remain subject to all of the conditions, provisions and terms contained in this Agreement. A combination or sequence of Confidential Information, taken as a whole, shall not be deemed within any of the foregoing exceptions merely because all or some of the individual parts of such combination or sequence of Confidential Information shall be subject to such exceptions."}]},{"type":"paragraph","content":[{"type":"text","text":"3. Ownership","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Confidential Information shall remain at all times the property of the Discloser. The Discloser does not grant any license or rights to the Recipient or the Recipient’s Representatives under any copyrights, patents, trademarks, trade secrets or other proprietary rights to reproduce or use any Confidential Information. Neither the Recipient nor the Recipient’s Representatives shall remove any proprietary rights legend from, and, at the Discloser’s reasonable request, shall add any proprietary rights legend to, materials disclosing or embodying Confidential Information. In addition, neither the Recipient nor the Recipient’s Representatives shall copy or reproduce by any means any Confidential Information without the Discloser’s prior written consent, except as reasonably required to conduct the Discussions and evaluate and implement possible negotiated transactions between the Parties (the “"},{"type":"text","text":"Permitted Purpose","marks":[{"type":"underline"}]},{"type":"text","text":"”)."}]},{"type":"paragraph","content":[{"type":"text","text":"4. Use and Disclosure.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"(a) Neither the Recipient nor the Recipient’s Representatives, without the prior written consent of the Discloser, shall (i) disclose any Confidential Information to any individual or entity, or (ii) use any Confidential Information for any purpose, except where such use or disclosure is expressly permitted by this Agreement."}]},{"type":"paragraph","content":[{"type":"text","text":"(b) The Recipient shall use all Confidential Information solely for the Permitted Purpose. In connection therewith, the Recipient shall disclose Confidential Information only to the Recipient’s Representatives (i) who need to know such Confidential Information for the Permitted Purpose, (ii) who are informed of the confidential nature of the Confidential Information, and (iii) who are legally bound to keep the Confidential Information confidential and (iv) who are instructed not to use the Confidential Information except as specifically authorized by the Recipient. The Recipient shall prevent the disclosure of any Confidential Information by the Recipient’s Representatives who have access to any Confidential Information, and shall require each of such of the Recipient’s Representatives to agree to limit her, his or its use of such Confidential Information to the Permitted Purpose, and Recipient shall be responsible for any breach of this Agreement by Recipient’s Representatives. Notwithstanding anything to the contrary herein, Company shall not disclosure or make available any 365 SOC 2 reports, 365 Data Protection Impact Assessment reports, or any similar reports, to any other party."}]},{"type":"paragraph","content":[{"type":"text","text":"(c) The Recipient agrees and covenants to keep control of and safeguard the Confidential Information, and to exercise a commercially reasonable degree of care with the Confidential Information, to prevent unauthorized disclosure and/or use. The Recipient shall maintain such security measures and precautions as are appropriate or necessary to prevent inadvertent or unauthorized disclosure and/or use of the Confidential Information."}]},{"type":"paragraph","content":[{"type":"text","text":"(d) The Recipient agrees and covenants that, without the Discloser’s prior written consent, neither the Recipient nor the Recipient’s Representatives will disclose to any other entity or individual the fact that Confidential Information has been made available to it, that the Discussions are taking place, or any of the conditions, provisions, terms or other facts with respect thereto (including the status thereof)."}]},{"type":"paragraph","content":[{"type":"text","text":"(e) Each Party agrees and covenants that, except for internal purposes only, it will not identify, publish or otherwise disclose the other Party’s name in any presentation material or other external disclosure without the prior written consent of such other Party in each instance."}]},{"type":"paragraph","content":[{"type":"text","text":"(f) The conditions, provisions and terms contained in this Section 4 will not apply to Confidential Information that is required to be disclosed by law, regulation, judicial or governmental order, discovery request, or similar process (collectively, “"},{"type":"text","text":"Law","marks":[{"type":"underline"}]},{"type":"text","text":"”); "},{"type":"text","text":"provided, however","marks":[{"type":"underline"}]},{"type":"text","text":", that if disclosure is required by Law, then the Recipient will (i) provide the Discloser with prompt written notice of such requirement so that the Discloser may seek an appropriate protective Order prior to any such required disclosure by the Recipient or Recipient’s Representatives, (ii) take reasonable steps to assist the Discloser at the Recipient’s sole cost and expense, in contesting such required disclosure or otherwise protecting the Discloser’s rights, and (iii) furnish only that portion of the Confidential Information that Recipient is advised by counsel in writing is legally required."}]},{"type":"paragraph","content":[{"type":"text","text":" "}]},{"type":"paragraph","content":[{"type":"text","text":"5. Return and Destruction.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Upon termination of the Discussions by either Party, for any or no reason, or at any time upon the demand of the Discloser, for any reason, the Recipient promptly shall return to the Discloser or, at the Discloser’s option destroy, all tangible materials (and all copies thereof) that disclose or embody Confidential Information. In the event of such a decision or demand, all materials containing or reflecting the Confidential Information prepared by the Recipient or the Recipient’s Representatives based on Confidential Information provided by the Discloser or the Discloser’s Representatives shall be returned or destroyed, as applicable. Anything in this Agreement to the contrary notwithstanding, subject to the confidentiality obligations contained herein, the Recipient shall be entitled to retain on a confidential basis one copy of all Confidential Information to comply with legal or regulatory requirements."}]},{"type":"paragraph","content":[{"type":"text","text":"6. No Agreement as to the Discussions.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"This Agreement does not constitute or create any obligation of the Discloser or the Discloser’s Representatives to provide any Confidential Information or other information to the Recipient or the Recipient’s Representatives, but merely defines the duties and obligations of the Recipient and the Recipient’s Representatives with respect to the Confidential Information to the extent it may be disclosed or made available. This Agreement in no way constitutes any promise by either Party to engage the other Party and/or the Discloser or the Discloser’s Representatives in a binding agreement to consummate the transactions contemplated by the Discussions and each Party, the Discloser’s Representatives and the Recipient’s Representatives may continue to develop and proceed with any projects they may presently be exploring or pursuing until such time as a definitive agreement may be reached between the Parties. Each Party acknowledges, agrees and understands that unless and until a definitive agreement with respect to the Discussions has been executed and delivered, neither Party nor Discloser’s Representatives nor the Recipient’s Representatives will be under any legal obligation of any kind whatsoever with respect to the Discussions by virtue of this Agreement or any oral or written expression by either Party, the Discloser’s Representatives or the Recipient’s Representatives, except for the matters specifically agreed herein. All information disclosed hereunder is without representation or warranty of any kind whatsoever, including any representation or warranty as to accuracy or completeness, whether express or implied. The Discloser and the Discloser’s Representatives shall have no liability to the Recipient or any of the Recipient’s Representatives resulting from the contents of the Confidential Information provided or from any action taken or any inaction occurring in reliance on the Confidential Information. Only those representations or warranties that are made in a final definitive agreement regarding the Discussions, when, as and if executed, and subject to such limitations and restrictions as may be contained therein, will have any legal effect."}]},{"type":"paragraph","content":[{"type":"text","text":"7. Acknowledgment Regarding Competition.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Each Party acknowledges, agrees and understands that it is engaged in a business that may compete with the other Party’s business and, although each Party has agreed to comply with the conditions, provisions and terms contained in this Agreement, each Party acknowledges, agrees and understands that each Party may continue to compete with the other Party’s business, subject to the terms and conditions of this Agreement."}]},{"type":"paragraph","content":[{"type":"text","text":"8. Term; Termination.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Anything in this Agreement to the contrary notwithstanding, either Party may terminate the Discussions at any time for any or no reason by giving the other Party written notice of such termination, which termination shall be effective upon the 30"},{"type":"text","text":"th","marks":[{"type":"subsup","attrs":{"type":"sup"}}]},{"type":"text","text":" day following receipt by the non-terminating Party; provided, however, that Recipient’s confidentiality and non-use obligations with respect to any Confidential Information received before the termination of this Agreement shall survive indefinitely."}]},{"type":"paragraph","content":[{"type":"text","text":"9. Notices.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"(a) All demands, documents, notices, payments, reports, requests, returns or other communications delivered pursuant to the conditions, provisions and terms contained in this Agreement and other applicable law will be in writing and will be deemed to be sufficient if (i) delivered personally, (ii) mailed by certified or registered mail, return receipt requested, postage prepaid, (iii) sent by facsimile or other electronic transmission device, or (iv) sent by a nationally-recognized, overnight courier, to the Parties at the following addresses (or at such other address for a Party as are specified by a written notice satisfying the conditions, provisions and terms contained in this Section 9):"}]},{"type":"paragraph","content":[{"type":"text","text":"(i) If to 365, to it at:"}]},{"type":"paragraph","content":[{"type":"text","text":"365 Retail Markets, LLC"}]},{"type":"paragraph","content":[{"type":"text","text":"1743 Maplelawn"}]},{"type":"paragraph","content":[{"type":"text","text":"Troy, MI 48084"}]},{"type":"paragraph","content":[{"type":"text","text":"Attention: General Counsel"}]},{"type":"paragraph","content":[{"type":"text","text":"(ii) If to Company, to it at:"}]},{"type":"layoutSection","content":[{"type":"layoutColumn","attrs":{"width":50},"content":[{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":6},"layout":"default","localId":"c8554bb1-e66c-452f-b648-74a1c24f9f9a"}}]},{"type":"layoutColumn","attrs":{"width":50},"content":[{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":8},"layout":"default","localId":"cd9a01a4-6932-4513-a12a-7cfe6d7f77ab"}},{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":10},"layout":"default","localId":"dc84da4f-ddf5-4f5d-bc32-197baceaa689"}},{"type":"extension","attrs":{"extensionType":"com.thinktilt.proforma","extensionKey":"question","parameters":{"id":24},"layout":"default","localId":"c0b27424-00f3-4ff3-b2fc-dba23e4f968d"}}]}]},{"type":"paragraph","content":[{"type":"text","text":"(b) All such demands, documents, notices, payments, reports, requests, returns or other communications will be deemed to have been delivered and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of delivery by certified or registered mail, on the third (3rd) business day following such mailing, (iii) in the case of delivery by facsimile or other electronic transmission device, on the date of such delivery if delivered on a business day, or if not delivered on a business day, then on the next business day after the day delivered, and (iv) in the case of delivery by a nationally-recognized, overnight courier guaranteeing next business day delivery, on the business day following dispatch."}]},{"type":"paragraph","content":[{"type":"text","text":"10. Benefits of Agreement; Assignment.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"All of the conditions, provisions and terms contained in this Agreement will be binding upon and will inure to the benefit of the Parties and their respective affiliates, subsidiaries, permitted assignees, respective Representatives and successors, as applicable. Except as otherwise expressly contained in this Agreement, this Agreement will not confer any remedies or rights upon any parties other than the parties referred to in the immediately preceding sentence. This Agreement will not be assignable by any Party without the prior written consent of the other Party. Any assignment in violation of this section is null and void."}]},{"type":"paragraph","content":[{"type":"text","text":"11. Remedies.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"The Parties acknowledge, agree and understand that it will be impossible to measure the damages that would be suffered by the Discloser if the Recipient or any of the Recipient’s Representatives fail to comply with the conditions, provisions and terms contained in this Agreement and that, in the event of any such failure, the Discloser will not have an adequate remedy at law. The Discloser and/or the Discloser’s Representatives therefore shall be entitled (in addition to any other remedies and rights) to seek specific performance of the Recipient’s duties and obligations hereunder and to seek immediate injunctive relief without having to post a bond. The Recipient acknowledges, agrees and understands that it is acting on behalf of the Recipient’s Representatives and further acknowledges, agrees and understands that the Discloser has no privity with the Recipient’s Representatives. Therefore, the Recipient represents and warrants that the Recipient’s Representatives shall fully comply with the conditions, provisions and terms contained in this Agreement to the same extent as if any such Recipient’s Representative was the Recipient herein."}]},{"type":"paragraph","content":[{"type":"text","text":"12. Waiver.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"The failure of any Party to seek redress for a breach of or default under, or to insist upon the strict performance of, any condition, provision or term contained in this Agreement will not prevent a subsequent act, which originally would have constituted a breach of or default under, or failure to satisfy, a condition, provision or term contained in this Agreement, from having the effect of an original breach of or default, or failure to satisfy, under such condition, provision or term contained in this Agreement. No waiver of any condition, provision or term contained in this Agreement will be effective unless it is contained in a written document executed by each Party. No waiver by any Party of any breach of or default under any agreement, covenant, representation or warranty hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent breach of or default under any agreement, covenant, representation or warranty hereunder, or affect in any way any rights arising out of, based upon, connected with, incidental to or related to any such prior or subsequent occurrence."}]},{"type":"paragraph","content":[{"type":"text","text":"13. Litigation Expenses.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"The prevailing Party in any action, appeal, investigation, proceeding or suit (a “"},{"type":"text","text":"Proceeding","marks":[{"type":"underline"}]},{"type":"text","text":"”) and upon final determination of a court of competent jurisdiction in a final, non-appealable decision brought to enforce, or resolve a dispute under, the conditions, provisions and terms contained in this Agreement will be entitled to an award of all and any out-of-pocket expenses incurred in connection with asserting, appealing, defending or investigating any claim, dispute or Proceeding arising out of, based upon, connected with, incidental to or related to this Agreement, including reasonable fees and disbursements of outside accountants, consultants, expert witnesses, investigators, legal counsel and other professionals and para-professionals, which award will be in addition to any other remedy awarded in such Proceeding."}]},{"type":"paragraph","content":[{"type":"text","text":"14. Transaction Expenses.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Except as otherwise expressly contained in this Agreement, each Party shall bear its own costs, expenses and fees (including accountants’ and attorneys’ costs, expenses and fees) incurred in connection with the conduct of the Discussions, the negotiation of this Agreement, the performance of their respective duties and obligations contained in this Agreement, and their respective compliance with the conditions, provisions and terms contained in this Agreement."}]},{"type":"paragraph","content":[{"type":"text","text":"15. Governing Law.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"This Agreement will be construed, governed by and interpreted in accordance with the domestic laws of the State of Michigan without giving effect to any choice of law or any conflicting provision, rule or term (whether of the State of Michigan or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Michigan to be applied. In furtherance of the foregoing, the domestic laws of the State of Michigan will control the construction and interpretation of this Agreement, even if under such other jurisdiction’s choice of law or conflict of law analysis, the substantive laws of another jurisdiction ordinarily would apply."}]},{"type":"paragraph","content":[{"type":"text","text":"16. Jurisdiction; Venue.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Oakland County Circuit Court, Oakland County Michigan, or the U.S. District Court, Eastern District of Michigan, and any appellate court from any such Michigan state court or federal court (each individually, a “"},{"type":"text","text":"Michigan Court","marks":[{"type":"underline"}]},{"type":"text","text":"”), in any Proceeding arising out of, based upon, connected with, incidental to or related to this Agreement or the transactions contemplated hereby, or for enforcement or recognition of any judgment arising therefrom, based upon, connected thereto, incidental thereto or related thereto, and each of the Parties irrevocably and unconditionally acknowledges, agrees and understands that all claims with respect to any such Proceeding may be heard and determined in any Michigan Court. Each of the Parties agrees and covenants that a final judgment in any such Proceeding will be conclusive and may be enforced in any other jurisdiction by a Proceeding on the judgment or in any other manner provided by applicable law. Each of the Parties irrevocably and unconditionally waives, to the fullest extent he, she or it effectively and legally may do so, any objection that he, she or it now or hereafter may have to the laying of venue of any Proceeding arising out of, based upon, connected with, incidental to or related to this Agreement or the transactions contemplated hereby in any Michigan Court. Each of the Parties irrevocably and unconditionally waives, to the fullest extent he, she or it legally and effectively may do so, the claim or defense of an inconvenient forum to the maintenance of such Proceeding in any Michigan Court. Notwithstanding the foregoing, each Party may seek injunctive relief in any court of competent jurisdiction."}]},{"type":"paragraph","content":[{"type":"text","text":"17. Severability.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"If any condition, provision or term contained in this Agreement would be held in any jurisdiction to be illegal, invalid, prohibited or unenforceable for any reason, then such condition, provision or term, as to such jurisdiction, will be ineffective, without invalidating the remaining conditions, provisions and terms contained in this Agreement or affecting the enforceability, legality or validity of such term in any other jurisdiction. Anything in the immediately preceding sentence to the contrary notwithstanding, if such condition, provision or term could be drawn more narrowly so as not to be illegal, invalid, prohibited or unenforceable in such jurisdiction, it will be so narrowly drawn, as to such jurisdiction, without invalidating the remaining conditions, provisions and terms contained in this Agreement or affecting the enforceability, legality, or validity of such condition, provision or term in any other jurisdiction."}]},{"type":"paragraph","content":[{"type":"text","text":"18. Counterparts and Electronic Delivery.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"The Parties may execute this Agreement in any number of counterparts, and each such counterpart will be deemed an original signature page to this Agreement. All such counterparts will be considered one and the same contract and will become effective when one (1) or more counterparts have been executed by each Party and delivered to each other Party, it being understood that all Parties need not execute the same counterpart. Any counterpart or other signature delivered by facsimile, e-mail or other electronic device will be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such Party."}]},{"type":"paragraph","content":[{"type":"text","text":"19. Amendment.","marks":[{"type":"strong"}]}]},{"type":"paragraph","content":[{"type":"text","text":"Except as otherwise expressly contained in this Agreement, this Agreement may not be altered, amended, modified, restated and/or supplemented except pursuant to a written document signed by each Party."}]},{"type":"paragraph","content":[{"type":"text","text":"20. 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