definiens: means any and all written or oral contracts or other agreements or understandings ( including all schedules, annexes and exhibits thereto, and all amendments, waivers, change orders and statements of work or the like related thereto ), of any nature, including evidences of indebtedness, loans, letters of credit, guarantees, leases, notes, indentures, security or pledge agreements, franchise agreements, master service contracts, purchas e orders, work orders, statements of work, nondisclosure agreements, alliance / partner agreements, licenses, easements, permits, instruments, commitments, arrangements, understandings, powers of attorney, covenants not to compete, covenants not to sue, chan ge of control agreements, employment agreements or settlement agreements to which the Seller is a party or by which any of the Seller ’s Assets are bound ; provided, however, that, for purposes of this Agreement, Contracts do not include any Immaterial Contr acts