Effective Date: January 1st, 2025

Last Updated: May 22, 2026

1. General. Novel Biotechnology USA, Inc. and its subsidiaries and affiliates (individually and collectively "Novel") provide custom and/or contract research services in the life sciences industry.  These terms and conditions for services (these "Terms") are the only terms that govern the provision of services by Novel to "Client". Novel and Client are hereby collectively referred to as “parties”, and individually as a “party”. The accompanying order confirmation (the "Order Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral with respect to the provision of Services (as defined below). In the event of any conflict between these Terms and the Order Confirmation, the Order Confirmation shall govern. These Terms prevail over any of Client's general terms and conditions, regardless of whether or when Client has submitted its request for proposal, order, or such terms. Provision of services to Client does not constitute acceptance of any of Client's terms and conditions, and does not serve to modify or amend these Terms.

2. Services. Novel shall provide the services to Client as described in the Order Confirmation (the "Services") in accordance with these Terms. The Order Confirmation shall specify, the details of the Services to be provided, the design, information desired, data and materials to be provided by Client, compensation for the Services, the Deliverables to be generated (if any) required completion time and all other matters relating to the completion of the Services. Novel shall use reasonable efforts to meet any performance dates specified in the Order Confirmation; provided, however that any such dates shall be estimates only.

3. Order Confirmation Changes.  If either party wishes to make any changes to the Services in an Order Confirmation, it shall submit details of the requested change to the other party in writing. Promptly after the receipt of any such request, the parties shall negotiate, expeditiously and in good faith, and agree in writing on the terms of the requested changes. If such changes would result in an increase in the cost and labor of the Services or affect the projected date of completion of the Services (or portions thereof), the compensation for the Services and/or completion date(s) shall be adjusted to a degree commensurate with such changes agreed upon by the parties in writing. If the parties are unable to mutually agree to any requested changes, the Order Confirmation will remain unchanged, or Novel may terminate this Agreement without any liability by Novel to Client.

4. Client's Obligations. Client shall:

(a) cooperate with Novel in all matters relating to the Services and provide sufficient amount of its information and materials such as cells, compounds, samples, or other substances needed to complete the Services (“Client Materials”), as well as comprehensive data or information concerning the stability, storage and safety requirements of such Client Materials needed by Novel to complete the Services;

(b) respond promptly to any Novel request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Novel to perform Services in accordance with the requirements of this Agreement; and

(c) promptly review all deliverables upon receipt from Novel

(d) provide Novel with access to such Company representatives, information and materials as may be necessary or appropriate for Novel to perform the Services

(e) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

5. Client's Acts or Omissions. If Novel's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Novel shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

6. Fees and Expenses; Payment Terms; Interest on Late Payments.  

(a) In consideration of the provision of the Services by Novel, Client shall pay the fees set forth in the Order Confirmation.

(b) Client shall pay all invoiced amounts due to Novel within thirty (30) days from the date of Novel's invoice. Client shall make all payments hereunder in the currency and pursuant to the payment method specified by Novel in the Order Confirmation.

(c) In the event payments are not received by Novel within thirty (30) days from the date of Novel’s invoice, Novel may, without prejudice to its other remedies:

(i) charge interest on any such unpaid amounts at a rate of at an annual rate of interest of one (1) percentage point above the Prime Rate of interest offered by the Royal Bank of Canada to its most credit worthy customers on the date payment is due, compounded quarterly or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid;

(ii)  suspend performance for all Services until payment has been made in full; and/or

(iii) terminate this Agreement.

7. Taxes. Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder.

8. Deliverables. As between the parties, Client shall own (i) all Client Materials supplied by Client (including any plasmid sequences, maps, vectors, cell lines, host strains, or other biological or genetic material provided to Novel), and (ii), subject to payment in full by Client of all amounts due to Novel in the Order Confirmation,  the physical Deliverables produced by Novel and project-specific reports and data expressly identified as Deliverables in the applicable Order Confirmation (collectively, "Deliverables"). Notwithstanding the foregoing, all intellectual property rights, including, without limitation, copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, or know-how, together with all of the goodwill associated therewith, associated with Novel’s method(s) or process(es) used in the execution of the Services, together with all laboratory notebooks or other records maintained by Novel with respect to the Services, will be, and shall at all times remain, owned exclusively by Novel. Without limiting the foregoing, Novel shall retain exclusive ownership of, and Client shall acquire no right, title or interest in: (a) all manufacturing processes, plasmid production methods, fermentation protocols, purification methods, analytical methods, cell lines, master cell banks, expression systems, host strains, and process know-how (collectively, “Novel Background IP”); (b) any improvements, modifications, derivatives or enhancements to Novel Background IP, whether or not developed in the course of performing the Services; (c) batch records, process development data, in-process testing data, and quality records relating to Novel’s manufacturing processes; and (d) any inventions, discoveries or know-how independently conceived, generated or reduced to practice by Novel that do not solely incorporate or embody Client’s Confidential Information or Client Materials. Novel hereby grants Client a non-exclusive, non-transferable, royalty-free license, without the right to sublicense, to or under Novel Background IP solely to the extent reasonably necessary for Client’s use of the Deliverables for the purposes specified in the Order Confirmation. No other license, express or implied, is granted to Client under any Novel intellectual property, and Client shall not (and shall not permit any third party to) reverse engineer, deconstruct, replicate or use the Deliverables to derive Novel’s manufacturing processes or know-how.

9. Confidential Information

(a) As used in this Agreement, the term “Confidential Information” means and includes any all all non-public, confidential or proprietary information and trade secrets of each Party (“Disclosing Party”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential", that has been or may hereafter be provided, shown, or in any way disclosed or made available to or observed by the other party (“Recipient”) including, but not limited to, all confidential and/or proprietary information concerning the business and affairs of the Disclosing Party including all financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, strategic plans, marketing plans, the names and backgrounds of key personnel, personnel training techniques and materials, resumes, the terms and existence of this Agreement, product specifications, data, know-how, formulae, compositions, methodologies, processes, protocols, protocol outlines, techniques, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing or distribution methods and processes, vendor lists, customer lists, current and anticipated customer requirements, price lists, hourly rates, cost data, sales data, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, composition, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), whether or not same is the subject of formal patent, trademark or copyright protection; provided however that Confidential Information does not include information that: (i) is or becomes available to the general public other than by breach of this Section; (ii) was already known to the Recipient or was in its possession prior to the time of disclosure; or rightfully obtained by the Recipient on a non-confidential basis from a third party.

(b) The Recipient agrees to receive and maintain the Confidential Information of the Disclosing Party in strict confidence and to undertake reasonable precautions to, safeguard and protect the confidentiality of the Disclosing Party’s Confidential Information, using at least the same precautions the Recipient uses to safeguard and protect its own Confidential Information of a similar nature, but no less than a reasonable degree of care and not to disclose or make available in any manner the Confidential Information of the Disclosing Party to any person or entity without the Disclosing Party’s or use or exploit the Confidential Information of the Disclosing Party, except as otherwise provided in this Agreement, without prior written consent

(c) Client agrees to use the Confidential Information of Novel only as required in order to make use of the Services and Deliverables and Novel agrees to use the Confidential Information of Client only as required for the performance of its obligations hereunder.

(d) Novel will use the Client Materials in accordance with the Order Confirmation and only in the execution of Services for the benefit of the Client. Unless otherwise requested by the Client, upon completion of the Services, any remaining Client Materials will be destroyed. Novel will not transfer or provide Client Materials, in whole or in part, to any third party, other than a subcontractor, without the Client’s prior written approval.

(e) If the Recipient is or becomes compelled or is required by law, rule, regulation, or a regulatory body to make any disclosure that is prohibited or otherwise constrained by this Section the Recipient shall, unless prohibited by law, first provide the Disclosing Party with prompt notice of such compulsion or requirement so that the Disclosing Party may, at the Disclosing Party’s cost and expense, seek a protective order or other appropriate remedy. Disclosures made pursuant to this paragraph will not relieve the Recipient of its obligations of confidentiality and non-use with respect to non-compulsory disclosures.

(f)  All Confidential Information of the Disclosing Party shall at all times remain, as between the parties, the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information

(g) Each Party acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Section and that any such breach may cause the Disclosing Party irreparable harm. Therefore, in addition to all other remedies available at law, the Disclosing Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this Section, without the requirement to post any bond.

10. Representation and Warranty.  

(a) Client represents and warrants to Novel that: (i) it has full right, power and authority to provide the Client Materials (including any plasmid sequences, maps, vectors, cell lines, host strains, or other biological or genetic material) to Novel for use in the Services; (ii) the Client Materials and Novel’s use thereof in performing the Services as described in the applicable Order Confirmation will not infringe, misappropriate or violate any patent, copyright, trade secret, or other intellectual property or proprietary right of any third party; (iii) Client has obtained all necessary consents, permits, licenses and approvals required for Novel to perform the Services using the Client Materials, including any biosafety, institutional, governmental or regulatory approvals; (iv) the Client Materials are accurately described and characterized in the information furnished to Novel and do not contain any pathogenic, hazardous, or biologically active agents that have not been disclosed in writing to Novel; and (v) Client will use the Deliverables only in accordance with the Service tier (RUO, HQ or cGMP) specified in the applicable Order Confirmation, and in particular will not use, or permit any third party to use, any Deliverables in or on humans, in any clinical or therapeutic application, or for any commercial pharmaceutical purpose, except (A) where the Order Confirmation designates the Services as HQ Services, solely in support of Phase 1 clinical investigational studies, or (B) where the Order Confirmation designates the Services as cGMP services, in accordance with the regulatory standard specified.

(b) Novel represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

(c) Novel shall not be liable for a breach of the warranty set forth above unless Client gives written notice of the defective Services, reasonably described, to Novel within one (1) month after completion of the Services.

(d) Subject to Section 10(c), Novel shall, in its sole discretion, either:

(i) repair or re-perform such Services (or the defective part); or

(ii) credit or refund the price of such Services at the pro rata contract rate.

(e) THE REMEDIES SET FORTH IN SECTION 10(C) SHALL BE THE CLIENT'S SOLE AND EXCLUSIVE REMEDY AND NOVEL'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION11(A).

11. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(A) ABOVE, NOVEL MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

12. Limitation of Liability.  

(a) EXCEPT FOR LIABILITY ARISING OUT OF (1) A PARTY'S FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, (2) DEATH OR BODILY INJURY CAUSED BY A PARTY'S NEGLIGENT ACTS OR OMISSIONS, (3) A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, OR (4) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13,IN NO EVENT SHALL NOVEL BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT NOVEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) EXCEPT FOR LIABILITY ARISING OUT OF (1) A NOVEL’S FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, (2) DEATH OR BODILY INJURY CAUSED BY NOVEL’S NEGLIGENT ACTS OR OMISSIONS, (3) NOVEL’S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, OR (4) NOVEL’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13,IN NO EVENT SHALL NOVEL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF (X) THE TOTAL AMOUNTS PAID BY CLIENT TO NOVEL UNDER THE ORDER CONFIRMATION UNDER WHICH SUCH LIABILITY ARISES, OR (Y) TWO (2) TIMES THE AMOUNTS PAID BY COMPANY TO NOVEL UNDER SUCH ORDER CONFIRMATION IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13. Indemnification.

(a) Client shall defend, indemnify and hold harmless Novel, its affiliates, successors or assigns, and their respective directors, officers, managers, members, shareholders employees and  customers against losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by an Indemnitee (collectively, "Losses") arising out of or relating to: (a) any breach by Client of its representations, warranties, covenants or obligations under this Agreement; (b) the negligence, gross negligence, or willful misconduct of Client or its agents, affiliates, contractors or representatives; (c) any use of any Deliverables by or on behalf of Client outside the Service tier (RUO, HQ or cGMP) designated in the applicable Order Confirmation, including any human clinical, therapeutic or commercial use other than as expressly permitted by the designated tier; (d) any third-party claim that any Client Materials (including any plasmid sequence, map, vector, cell line or biological material) or Novel’s use thereof in performing the Services as described in the applicable Work Order infringes, misappropriates or violates any intellectual property or other proprietary right of a third party (e) any bodily injury, death, or property damage arising out of or relating to the Deliverables or Client Materials following delivery to or use by Client, and  (f) any failure by Client to comply with any applicable international, federal, state, or local laws, regulations, or codes (including biosafety, biological materials transfer, export control, and animal/human research laws) in the performance of its obligations under this Agreement, or the conduct of its business.

(b) Novel shall defend, indemnify and hold harmless Client, its affiliates, successors or assigns, and their respective directors, officers, managers, members, shareholders and employees from and against any Losses arising out of or relating to: (i) Novel’s gross negligence or willful misconduct in the performance of the Services; (ii) any claim that Novel’s manufacturing processes used to perform the Services (excluding any Client Materials and excluding the use of the Deliverables outside the Service tier designated in the Order Confirmation) infringe a third-party patent, copyright or trade secret; or (iii) bodily injury, death or property damage caused by Novel’s negligent acts or omissions, except in each case to the extent such Losses arise from any matter for which Client is required to indemnify Novel hereunder.

(c) An indemnifying party’s duty to defend applies immediately, regardless of whether any indemnified party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any Losses. The indemnified party shall cooperate with the indemnifying party in connection with the defense of any Losses. Provided, however, that any indemnified party may employ, at any time, separate counsel at its own expense. indemnified party shall not enter into any settlement without the indemnifying party prior written consent.

14. Service Tiers; Permitted Use; Biosafety. Novel offers Services and Deliverables in three tiers, as designated in the applicable Order Confirmation: (i) research use only (“RUO”); (ii) high-quality plasmids (“HQ Services”) suitable for use in Phase 1 clinical investigational studies under an active Investigational New Drug application or equivalent regulatory authorization; or (iii) cGMP services for use in clinical or commercial pharmaceutical applications. Unless an Order Confirmation expressly designates the tier, the Services and Deliverables shall be deemed RUO. Deliverables provided as RUO shall not be used by Client or any third party in or on humans, in any clinical, diagnostic, or therapeutic application, or for any commercial pharmaceutical purpose. Deliverables provided as HQ Services may be used solely in support of Phase 1 clinical investigational studies and not for any later-phase, commercial or marketed product. Client is solely responsible, at its own cost and risk, for the safe receipt, handling, storage, transport, use and disposal of all Deliverables and Client Materials, and for compliance with all applicable biosafety, biological materials transfer, environmental, animal welfare, export control, and human/animal research laws and regulations. Novel makes no representation that the Deliverables are suitable for any particular use beyond the designated Service tier, and Client assumes all risk associated with its use of the Deliverables outside that tier.

15. Storage and Risk of Loss. Risk of loss in any Deliverables passes to Client upon delivery to the carrier (FCA Novel’s facility, Incoterms 2020). Novel’s liability for loss of, contamination of, or damage to Client Materials in Novel’s custody is limited to the documented and reasonable cost of replacement, except in the case of Novel’s gross negligence or willful misconduct.

16. Termination for Convenience. Either Party may terminate this Agreement for convenience and without cause (i.e., for any reason or no reason) upon not less than sixty (60) days prior written notice to the other Party, provided however, if termination hereunder results in cancellation of Services in progress Novel may charge Client a partial charge commensurate with the percentage of work completed at the time of termination, in addition to any approved expenses beyond recall at the time of termination which were incurred prior to the termination, and any other actual costs and charges incurred due to the early termination.

17. Termination. In addition to any remedies that may be provided under this Agreement, either party may terminate this Agreement upon written notice to the other party, if such other party:

(a) breaches or otherwise fails to perform or comply with any material term of this Agreement, in whole or in part, and fails to remedy the breach or failure within thirty (30) days of receiving written notice where the breach or failure is capable of being remedied; or

(b)  becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

18. Insurance. During the term of this Agreement and for a period of at least three (3) years thereafter, each party shall, at its own expense, maintain and carry, with financially sound and reputable insurers (rated A- or better by A.M. Best), commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $5,000,000 in the aggregate. Each party shall, upon written request, provide the other with a certificate of insurance evidencing such coverage.

19. Waiver. No waiver by Novel of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Novel. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

20. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to Novel hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages, or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. Notwithstanding anything contained in this Section 20, no Force Majeure Event shall excuse a Party’s payment obligations hereunder

21. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Novel. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

22. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

23. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

24. No Prohibition on Providing Goods or Services to Others.  Notwithstanding anything in this Agreement or Order Confirmation to the contrary, (i) nothing in this Agreement or any Order Confirmation may be interpreted or construed to prevent, restrict, or in any way limit either Party or any of their respective affiliates from offering, selling, or providing any services or products to third parties including, third parties in competition or potentially in competition with the other Party, and (ii) either Party and any of their respective affiliates may possess any interest in any other business ventures or entities of any kind, nature or description independently or with others

25. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. Each party irrevocably attorns to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, with respect to any action or proceeding arising out of or relating to this Agreement, and waives any objection based on forum non conveniens or improper venue. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. Each party hereby irrevocably waives any right to trial by jury in any action or proceeding arising out of or relating to this agreement.

26. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

27. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

28. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Insurance, Indemnification, and Survival.

29.  Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.ach party.