FORESCOUT TECHNOLOGIES, INC.
EVALUATION LICENSE AGREEMENT
This Evaluation License Agreement is a legal agreement between you, the entity on whose behalf you are authorized to enter into this Agreement (“Customer”), and Forescout
Technologies, Inc. (“Forescout”). This Evaluation License Agreement consists of the terms and conditions set forth below, the Forescout Data Processing Addendum madeavailable at https://www.forescout.com/company/legal/, and any other exhibits or attachments referenced hereto, all of which are incorporated herein by this reference(collectively, this “Agreement”). If Customer does not agree to the terms and conditions of this Agreement, Customer must promptly return the Products and any accompanying
items (including printed materials and binders or other containers) and immediately cease using or accessing the Cloud Service. Customer’s standard terms and conditions ofsale, purchase order or other documents are for Customer’s convenience only and any terms set forth therein that are inconsistent with, vary from, or add to the terms andconditions set forth in this Agreement shall not be binding on Forescout unless agreed to in writing by Forescout and are hereby rejected.
1.

DEFINITIONS.

“Affiliate” means an entity that controls (i.e., parent), is controlled by (i.e., subsidiary),or is under common control with (i.e., sister) a party to this Agreement.
“Authorized Third Party” means third party consultants or contractors which may
access or use the Products and/or Cloud Service on Customer’s behalf as long as: (a)the use is solely for Customer’s internal business operations; (b) each Authorized
Third Party is under subject, in each case, to written confidentiality obligations with
Customer protecting Forescout’s Intellectual Property and Confidential Information
with terms no less stringent than those of the Agreement and any Addendum; (c)Customer ensures that the Authorized Third Party’s use of the Products and Cloud
Service complies with the terms of this Agreement; and (d) on completion of the
Authorized Third Party’s services requiring the use of the Products and/or Cloud
Service, Customer ensures that the Authorized Third Party ceases access or use of thesame immediately.
“Cloud Service” means a cloud-based technology service hosted by or on behalf ofForescout for the benefit of Customer that is used in conjunction with Forescout’s
Products.
“Customer Data” means all electronic information submitted by or on behalf ofCustomer to the Cloud Service in accordance with the Documentation.
“Documentation” means the written technical documentation and specifications
applicable to a Product or Cloud Service, excluding marketing collateral, such as
datasheets and solution briefs.
“Evaluation Period” means the period of time during which Customer may evaluate
the Products and/or Cloud Service beginning on the date Forescout accepts
Customer’s Order through the evaluation end date specified on the Order, inclusiveof any extensions approved by Forescout.
“Graphical User Interface” or “GUI” means the software program which provides theinterface for Customer to operate the Products.
“Hardware” means the Forescout branded hardware appliance or any other third
party hardware provided to Customer for evaluation purposes.
"Intellectual Property Rights" means all intellectual property rights, including, without
limitation, patent, copyright, trademark, and trade secret.
"Open Source Software" means various open source software components of the
Software that are licensed to Customer under the terms of the applicable license
agreements included with such open source software components.
“Order” means Forescout’s Evaluation Request Form executed by Customer thatrefers to this Agreement, and describes in greater detail Customer’s order-specificinformation, including, Products and/or Cloud Service ordered, Evaluation Period
start and end dates, Product list price, and shipping information.
“Product” means the Software and/or any Hardware that Customer has ordered, andForescout has agreed to provide, as indicated on the applicable Order.
“Software” means the proprietary software program(s) developed by or licensed to,Forescout, made available in object code form, as more fully described within theDocumentation, as well as any modifications, error corrections, bug fixes, or otherupdates thereto. “Software” also includes the proprietary GUI, and associatedDocumentation developed by Forescout.
“Third-Party Applications” means certain products, links, resources, plugins orservices developed or sourced from third parties but made available to Customer byForescout for Customer’s use in connection with the Products.

Evaluation License Agreement 09.23.2022
Forescout Confidential"User" means a human who is either an employee of Customer or an Authorized
Third Party (1) who can establish a connection to and use the Cloud Service for
Customer’s internal business operations, (2) for whom a subscription has beenobtained, and (3) to whom a user identification and password have been supplied
by Customer (or by Forescout at Customer’s request).
2.

GRANT OF LICENSE; RESERVATION OF RIGHTS.

2.1. License and Right of Access. Forescout hereby grants Customer a nonexclusive,
limited license, during the Evaluation Period solely to test and evaluate the Products
and/or Cloud Service as follows: (i) use one (1) copy of the Software solely as installedon the Hardware or downloaded electronically; (ii) download and use as many copiesof the GUI and the Documentation as necessary to support Customer’s testing andevaluation of the Products; and (iii) a right to access and use the Cloud Service andapplicable Documentation.
2.2. Ownership and Reservation of Rights. Except for the limited license set forth
herein, Forescout, and/or its licensors, shall own and retain all right, title and interest
in and to the Intellectual Property Rights in the Products, Cloud Service,
Documentation, and any derivative works thereof, including any modifications to orderivatives made by Customer in violation of this Agreement, all of which containvaluable trade secrets of Forescout and/or its licensors. Except as to the limited
license expressly set forth in Section 2.1 of this Agreement, Customer does notacquire any other rights, express or implied, in the Products or Cloud Service. The
limited use license described herein is not a sale of the Software or any copy of it, nor
is it a waiver of the rights of Forescout under the U.S. copyright laws or any otherfederal, state, or other applicable laws. ALL RIGHTS NOT EXPRESSLY GRANTEDHEREUNDER ARE RESERVED TO FORESCOUT.
2.3. Data Protection. Forescout shall act as a data processor and process Customer
Data only on behalf of and under the direction of Customer (and its designees), as set
forth in this Agreement. Forescout shall use Customer Data only for legitimate
business purposes in connection with providing the Cloud Service, as set forth in thisAgreement and the Data Processing Addendum.
2.4. Open Source Software. The terms and conditions of this Agreement shall not
apply to any Open Source Software accompanying the Products. Any such Open
Source Software is provided under the terms of the open source license agreement
or copyright notice accompanying such Open Source Software.
3.

LICENSE AND USE RESTRICTIONS.

3.1. General. This license and grant of rights is for Customer’s internal use only.
Except as expressly provided in this Agreement, Customer may not, and may not
permit any third party to, use the Software or Cloud Service for rental, timesharing,
subscription service, hosting or outsourcing or to sublicense, lend, rent, lease or makethe Software or Cloud Service available to any third party. Customer acknowledges
that the Software in source code form remains a confidential trade secret ofForescout and/or its licensors, and Customer may not reverse engineer, decipher,
decompile, modify or disassemble the Software or the Hardware or otherwise
attempt to derive the source code of the Software or Cloud Service (except asauthorized by law), extract the Software from the Hardware, incorporate theSoftware in whole or in part in any other software or product, or modify the Softwareor Cloud Service, develop derivative works of the Software or Cloud Service or allow
others to do so, or to attempt to do any of the foregoing, without the express priorwritten consent of Forescout. If Customer makes any modifications to the Softwareor Cloud Service, including any derivative works, Forescout shall own suchmodifications. Except as expressly provided herein, Customer may not, and may not
permit any third party to, reproduce the Software or remove any copyright,
trademark, proprietary rights, disclaimer or warning notices placed on, included in or1embedded in any part of the Hardware, Software or Cloud Service. Customer will not,and will not permit any third party to, disclose the results of any benchmark,functionality or performance tests run on the Software to any third party competitors
of Forescout.
3.2. Cloud Service.
3.2.1.
Customer shall (a) be responsible for Customer’s and its Users' compliancewith this Agreement; (b) use commercially reasonable efforts to prevent
unauthorized access to or use of the Cloud Service and notify Forescout promptly of
any such unauthorized access or use; (c) use the Cloud Service only in accordance with
the Agreement, Documentation, applicable law and government regulations; (d)ensure that Users shall not use the Cloud Service for any purpose other than as
expressly authorized in this Agreement; (e) be solely responsible for monitoring andcontrolling access to the Cloud Service, maintaining the confidentiality of User
passwords, and preventing unauthorized access to or use of the Cloud Service; (f)notify Forescout promptly of any unauthorized access or use of the Cloud Service; (g)on completion of any Authorized Third Party’s services requiring the use of the Cloud
Service, ensure that the Authorized Third Party ceases access or use of the Cloud
Service immediately.
3.2.2.
Customer shall not, and shall ensure that Users do not (a) interfere withother customers’ access to, or use of, the Cloud Service, or with its security; b)facilitate the attack or disruption of the Cloud Service, including a denial of service
attack, unauthorized access, penetration testing, crawling, or distribution of malware(including viruses, trojan horses, worms, time bombs, spyware, adware, andcancelbots); (c) cause an unusual spike or increase in Customer’s and Users’ use of
the Cloud Service that negatively impacts the Cloud Service’ operation; or (d) submit
any information that is not contemplated in the applicable Documentation.
4.

THIRD PARTY PRODUCTS AND APPLICATIONS.

Forescout does not warrant any Third Party Applications, whether or not such Third
Party Applications are designated by Forescout as "certified," "approved,"“recommended” or are otherwise provided by a third party that is a member of aForescout partner program. Any purchase or use by Customer of any Third Party
Application is solely between Customer and the applicable third party provider, andCustomer agrees that Forescout has no liability or obligation to Customer for such
Third Party Applications, the results of the use thereof, or the effect that the use
thereof has on the operation of the Products.
5.

SHIPMENT.

All Hardware will be shipped DAP (Incoterms 2010). inclusive of all shipping costs.
Customer must utilize their own customs broker for importation of the Products.
Customer’s assigned agent will act as importer of record and will be responsible forpayment of any import duties, taxes and fees. If an export license is required,
Forescout shall obtain exporting license/authorization and fulfill reporting
requirements of such licenses (except for restricted or embargoed countries asprovided in Section 9 (Compliance with Laws)). In respect of U.S. Origin goods,
Forescout is responsible for providing the forwarding agent with the U.S. electronic
export information filing in the Automated Export System (“AES”). The forwarding
agent shall act as Forescout’s agent for the limited purpose of filing the U.S. electronic
export information in the AES. Customer will ensure that the forwarding agent isprovided accurate and complete information and documents reflecting the filing in
the AES. Any import licenses required by territory destinations are Customer’s
responsibility. All Hardware will be packaged for shipment in accordance with the
packaging regulations in force in the territory. Customer will provide any special
packaging or marking requirements to Forescout for review and preparation prior to
shipment. Shipment will be made to Customer’s identified facilities or freight
forwarder.
6.
WARRANTY DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT
THE PRODUCTS AND CLOUD SERVICE ARE FOR EVALUATION ONLY AND PROVIDED “ASIS.” FORESCOUT, ITS LICENSORS, AFFILIATES, AGENTS, SUPPLIERS, DISTRIBUTORSAND RESELLERS MAKE NO WARRANTIES IN CONNECTION WITH THE PRODUCTS OR
CLOUD SERVICE, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. FORESCOUT, ITS
LICENSORS, AFFILIATES, AGENTS, SUPPLIERS, DISTRIBUTORS AND RESELLERSSPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY,NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROMA COURSE OF DEALING, USAGE OR TRADE PRACTICE.
7.

LIMITATION OF LIABILITY.

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7.1
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FORESCOUT, ITS
LICENSORS, AFFILIATES, AGENTS, SUPPLIERS, DISTRIBUTORS AND RESELLERS SHALLNOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSTPROFITS, LOST DATA OR LOSS OF USE, OR PROCUREMENT OF REPLACEMENT GOODS,HOWEVER INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION
IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES.
7.2
IN NO EVENT SHALL FORESCOUT'S AGGREGATE LIABILITY FOR DIRECTDAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED FIVE
THOUSAND U.S. DOLLARS ($5,000). This limitation of liability is cumulative and not
per incident (i.e., the existence of two or more claims will not enlarge this limit).
7.3
Customer acknowledges and agrees that Forescout has set its prices andentered into this Agreement in reliance upon the disclaimers of warranty and thelimitations of liability set forth herein, that the same reflect an allocation of risk
between the parties (including the risk that a contract remedy may fail of its essential
purpose and result in consequential loss), and that the same form an essential basisof the bargain between the parties. THE LIMITATIONS OF THIS SECTION 7 SHALLAPPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
9.

CONFIDENTIALITY.

Customer acknowledges that the Products and Cloud Service, including all
documents, in whatever form, provided with the Products and/or Cloud Service
contain Forescout’s confidential trade secret information (“Confidential
Information”). Confidential Information will also include any information disclosed bya party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with
Customer’s use of the Products and Cloud Service, provided that such information
should be reasonably understood by the Receiving Party as being confidential or
proprietary. The Receiving Party will keep the Confidential Information in confidence,in the same manner as the Receiving Party maintains its own confidential information,and in no event with less than a reasonable degree of care. The Receiving Party will
use the Confidential Information only for the purpose described in this Agreement.
The Receiving Party will limit the disclosure of Confidential Information solely to those
employees and consultants having a need-to-know, provided that each such
employee and consultant is subject to a written agreement containing confidentiality
obligations no less protective than those contained in this Agreement. The Receiving
Party will make no written or electronic copies of the Confidential Information, except
as reasonably necessary to perform its obligations under this Agreement. The
Receiving Party may disclose the Confidential Information to the extent required by acourt of law or government regulatory body, but first the Receiving Party will give theDisclosing Party prompt notice to allow the Disclosing Party reasonable opportunity
to obtain a protective order against such disclosure. Notwithstanding the foregoing,
Confidential Information shall not include information that (i) is or becomes a part ofthe public domain through no act or omission by the Receiving Party; (ii) was in the
Receiving Party’s lawful possession prior to the disclosure and had not been obtainedby the Receiving Party either directly or indirectly from the Disclosing Party without aconfidentiality obligation; (iii) is lawfully disclosed to the Receiving Party by a third
party without restriction on disclosure; or (iv) is independently developed by the
Receiving Party without use of or reference to Confidential Information.
10.

COMPLIANCE WITH LAW.

10.1. General. Each party will comply fully with all international and national laws
and regulations that apply to the Products and/or Cloud Service and to Customer’s
use thereof.
10.2. Export Controls. Customer represents that it is not a “Restricted Person,”which shall be deemed to include any person or entity: (i) located in or a national of
Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other countries that may, fromtime to time, become subject to U.S. export controls for anti-terrorism reasons orwith which U.S. persons are generally prohibited from engaging in financialtransactions; or (ii) on any restricted person or entity list maintained by any U.S.
governmental agency. Unless authorized by U.S. regulation or license, neither party
will, in connection with the activities contemplated by this Agreement, export or reexport, directly or indirectly, any Products or Cloud Service, including without
limitation, any technical data, computer software, or any product (or any part
thereof), process, or service, that is the direct product of any such technical data orcomputer software that has been received from the other party in connection withthe activities contemplated by this Agreement (hereinafter referred to collectively or3individually, “Controlled Products”) (a) to any country (or nationals thereof) in
Country Group E of the Export Administration Regulations of the United States(“EAR”) or any other country subject to sanctions administered by the Office ofForeign Assets Controls (the then-current list can be found at
http://www.treasury.gov/resource-center/sanctions/Pages/default.aspx); (b) to any
non-civil (i.e. military) end users or for any non-civil end uses in any country in Country
Group D:1 of the EAR, as such list may be modified from time to time (the thencurrent lists can be found at http://www.bis.doc.gov/index.php/regulations/exportadministration-regulations-ear); or (c) in violation of the International Traffic andArms Regulation. The parties understand that countries other than the U.S. may
restrict the import or use of strong encryption products or other items and may
restrict such exports. The parties agree to comply with any such import or otherrestrictions. Each party represents and warrants that it is not currently debarred,suspended, or otherwise prohibited or restricted from exporting, re-exporting,receiving, purchasing, or otherwise obtaining any item, product, article, commodity,
software or technology regulated by any agency of the U.S., and will immediately
notify the other party in the event that any of the foregoing occurs.
10.3. Customer will indemnify, to the fullest extent permitted by law, Forescout
from and against any fines or penalties that may arise as a result of its breach of thisSection 10.
11.

U.S. GOVERNMENT RESTRICTED RIGHTS.

This Section 10 applies only if Customer is an agency or other part of the U.S.
Government (“Government End User”). Forescout licenses its Software andDocumentation to users within the U.S. Government and any contractor thereof only
under the terms of Forescout’s standard federal licensing agreement for commercial
end use. If Customer is a Government End User, Forescout hereby identifies theSoftware and Documentation, and, to the extent applicable, Customer will identify
the Software and Documentation in all proposals and agreements with any
Government End User or any contractor thereof, as follows: (i) For acquisition by oron behalf of civilian agencies, as necessary to obtain protection as “commercial
computer software” and related documentation in accordance with the terms of theparty’s standard software license agreement, as specified in 48 C.F.R. 12.212 of theFederal Acquisition Regulations (“FAR”) and its successors; (ii) For acquisition by or on
behalf of units of the U.S. Department of Defense, as necessary to obtain protection
as “commercial computer software” and “commercial computer software
documentation” in accordance with the terms of the party’s standard software
license agreement, as specified in 48 C.F.R. 227.7202. To the extent applicable andnotwithstanding any other FAR or other contractual clause to the contrary in any
agreement into which this Agreement may be incorporated, Customer may provide
to a Government End User or, if Customer is a Government End User, such
Government End User will acquire, the Software and Documentation with only thoserights set forth in this Agreement.
12.

TERM AND TERMINATION OF LICENSE.

12.1. Term. The term of this Agreement shall commence on the date Forescout
accepts Customer’s Order and shall terminate at the end of the Evaluation Period.
12.2. Termination. Forescout may terminate this Agreement at any time if Customer
is in breach of any of the material terms or conditions provided herein, and suchbreach remains uncured more than fifteen (15) days following receipt of Forescout’s
written notice of such breach. In addition, Forescout may terminate this Agreement
immediately if Customer becomes the subject of a voluntary or involuntary petition
in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, orcomposition for the benefit of creditors.
12.3. Effect of Termination. Upon any termination of this Agreement, Customer
shall immediately cease using the Products and/or Cloud Service and shall promptly
return the Products and Documentation to Forescout at Forescout’s expense.
Customer is responsible, and shall reimburse Forescout, for loss of or damage to the
Hardware while it is in Customer’s possession. If Customer fails to return the
Hardware within thirty (30) days after the end of the Evaluation Period, Customer will
pay the then-current list price for the Products. If Customer does not have the proper
packaging to return the Hardware, Customer will notify Forescout in writing andForescout will provide Customer with such packaging. If Customer returns the
Hardware without the three (3) hard drives, Forescout, in its sole discretion, may
invoice Customer for the replacement cost of such hard drives, not to exceed USD$2,000.00, and Customer agrees to pay the invoice in full within thirty (30) days. In
lieu of returning the Hardware, Forescout, in its sole discretion, may request that

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Forescout Confidential

Customer physically destroy the Hardware, which at a minimum must include
complete destruction of the hard drives. For Software, Forescout, in its sole
discretion, may request that Customer physically overwrite the Software at a level ofdata erasure that does not allow software-based or hardware-based recovery. Upon
Forescout’s request, Customer shall provide Forescout a certificate of destruction
evidencing compliance with the foregoing. If Customer continues to use the Products
and/or Cloud Service following the termination or expiration of this Agreement(“Post-Termination Use”), Customer acknowledges and agrees that any such PostTermination Use shall be subject to and governed by the terms and conditions of theForescout End User License Agreement, available at http://www.Forescout.com/eula.
Sections 2.4 (Ownership and Reservation of Rights), 3 (License and Use Restrictions),
6 (Warranty Disclaimer), 7 (Limitation of Liability), 9 (Confidentiality), 10 (Compliancewith Law), 11 (U.S. Government Restricted Rights), 12 (Term and Termination ofLicense), and 13 (General) shall survive any expiration or termination of thisAgreement in accordance with their respective terms.
13.

GENERAL.

13.1. Independent Contractors. The relationship of Forescout and Customer is thatof independent contractors. There is no relationship of agency, partnership, joint
venture, employment or franchise between the parties. Neither party has theauthority to bind the other or to incur any obligation on the other’s behalf or torepresent itself as the other’s agent or in any way that might result in confusion as tothe fact that the parties are separate and distinct entities.
13.2. Force Majeure. Neither party shall be liable for any loss, damage, or penalty
resulting from delays or failures in performance resulting from acts of God, material
shortages, or other causes beyond such party’s remedy or control.
13.3.
Governing Law. This Agreement will be governed and construed under
the laws of the State of Delaware without giving effect to any choice of law principles
that would require the application of the laws of a different jurisdiction. Customer
irrevocably and unconditionally (i) consents to submit to the exclusive jurisdiction of
the state and federal courts located in Wilmington, Delaware, USA (“Venue”) for the
resolution of any dispute between the parties concerning the Products or services
specified herein; (ii) agrees not to commence any such proceedings except in suchcourts; and (iii) waives any objection to the laying of venue of any such proceedingsin the state or federal courts located in the Venue.
13.4.
Notices. All notices under this Agreement are required to be sent either
via electronic delivery or to the principal addresses specified above by commercial
overnight courier with written verification of delivery. All notices so given will bedeemed received upon the date of receipt if by electronic delivery or two (2) days
after dispatch for courier deliveries. If to Forescout, all notices shall be sent togeneralcounsel@forescout.com or to 190 W. Tasman Dr., San Jose, CA 95134, USA;
Attention: General Counsel.
13.5.
Severability. If any provision of this Agreement is held invalid by the final
determination of any court or other tribunal of competent jurisdiction, such provision
shall be reformed only to the extent necessary to make it enforceable, and shall notaffect the enforceability of (i) such provision under other circumstances orjurisdictions, or (ii) any other provision under all circumstances or jurisdictions. The
invalid or unenforceable provision will be construed by such judicial body so as to be
enforceable to the maximum extent compatible with applicable law.
13.6.
Headings. The headings used in this Agreement are for ease of reference
only and will not be used to interpret any aspect of this Agreement.
13.7.
Assignment. Customer may not assign or transfer this Agreement, nor any
rights or obligations under this Agreement without the prior written consent ofForescout. Any attempted assignment in violation of the foregoing shall be void andof no effect. However, notwithstanding the foregoing, either party may assign thisAgreement in its entirety to (i) any entity controlled by, controlling, or under common
control with, such party; or (ii) any successor in interest to such party by way ofmerger or consolidation; or (iii) a purchaser of all or substantially all of the assets ofsuch party, provided that the assignee agrees in writing to be bound by all of the terms
and conditions of this Agreement. This Agreement shall be binding on and inure to
the benefit of the successors and permitted assigns of the parties.
13.8.
Entire Agreement. This Agreement constitutes the entire agreement
between Forescout and Customer with respect to the subject matter hereof, andsupersedes all prior agreements, understandings and negotiations, both written andoral, between the parties with respect to such subject matter. No waiver,4

amendment or modification of any provision of this Agreement shall be enforceable
against Forescout unless it is in writing and signed by Forescout. Notwithstanding theforegoing, Forescout may amend the terms and conditions of this Agreement or any
other documents and policies referenced herein at any time, including without
limitation by posting such revised terms on its website (www.forescout.com) or thelocation of such other document or policy. Such amended terms and conditions shallbe binding on Customer on the effective date of such change and shall supersede any
prior version (including this Agreement) which may have been embedded in or
packaged with the Product itself. Except for the exclusive remedies specified herein,each party will have all rights and remedies available to it at law or in equity for theprotection of its rights hereunder, including an injunction enjoining the breach or
threatened breach of this Agreement. This Agreement is not governed by the United

Nations Convention of Contracts for the International Sale of Goods or the Uniform
Computer Information Transactions Act, the application of each of which is hereby
expressly excluded.
13.9. Counterparts. If applicable, this Agreement may be executed in two (2)counterparts, both of which taken together shall constitute one (1) single agreement
between the parties. The parties may execute this Agreement by electronic signature
which shall be deemed an original signature for all purposes. The parties agree that aversion of this Agreement transmitted by means of electronic message or electronic
record (electronic mail, electronic data interchange), once duly signed by theauthorized representatives of each party, shall constitute a binding agreement andshall have the same force and effect as a document bearing original signatures.

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