Existing ProductsTreasuryItem & Description Year 1 Year 2 Year 3 Option Year 1 Option Year 2Debt Management CoreAnnual recurring fee for DebtBook's debt management software-as-a-service application provided to Customer through access to the Application ServicesPriceDiscountSubtotal$35,000.00($21,400.00)$13,600.00$35,000.00($21,400.00)$13,600.00$35,000.00($21,400.00)$13,600.00$35,000.00($21,400.00)$13,600.00$35,000.00($21,400.00)$13,600.00Debt AccountingAnnual recurring fee for DebtBook's debt accounting software-as-a-service application provided to Customer through access to the Application ServicesPriceDiscountSubtotal$10,000.00($6,100.00)$3,900.00$10,000.00($6,100.00)$3,900.00$10,000.00($6,100.00)$3,900.00$10,000.00($6,100.00)$3,900.00$10,000.00($6,100.00)$3,900.00New ProductsTreasuryItem & Description Year 1 Year 2 Year 3 Year 4 Year 5Cash Bank Fee AnalysisAnnual recurring fee for DebtBook's bank fee analysis software-as-a-service application provided to Customer through access to the Application ServicesPriceDiscountSubtotal$10,000.00($7,000.00)$3,000.00$10,000.00($7,000.00)$3,000.00$10,000.00($7,000.00)$3,000.00$10,000.00($7,000.00)$3,000.00$10,000.00($7,000.00)$3,000.00Cash Management CoreAnnual recurring fee for DebtBook's cash management software-as-a-service application provided to Customer through PriceDiscountSubtotal$35,000.00($5,000.00)$30,000.00$35,000.00($5,000.00)$30,000.00$35,000.00($5,000.00)$30,000.00$35,000.00($5,000.00)$30,000.00$35,000.00($5,000.00) access to the Application Services $30,000.00 Cash SFTP Integration DebtBook's SFTP bank connectivity functionality within the cash management software-as-a-service application provided, if applicable, to Customer through access to the Application Services. Price Discount Subtotal $3,000.00 ($0.00) $3,000.00 $3,000.00 ($0.00) $3,000.00 $3,000.00 ($0.00) $3,000.00 $3,000.00($0.00)$3,000.00$3,000.00 ($0.00) $3,000.00 Debt Portfolio Analytics Annual recurring fee for DebtBook'sdebt data integrations software-as-a-service application provided to Customer through access to the Application Services Price Discount Subtotal$10,000.00 ($5,000.00) $5,000.00$10,000.00 ($5,000.00) $5,000.00$10,000.00 ($5,000.00) $5,000.00$10,000.00($5,000.00)$5,000.00$10,000.00 ($5,000.00) $5,000.00Debt Proceeds Management Annual recurring fee for DebtBook's debt proceeds management software-as-a-service application provided to Customer through access to the Application Services Price Discount Subtotal $10,000.00 ($5,000.00) $5,000.00 $10,000.00 ($5,000.00) $5,000.00 $10,000.00 ($5,000.00) $5,000.00 $10,000.00($5,000.00)$5,000.00$10,000.00 ($5,000.00) $5,000.00 Debt Refunding Monitor Annual recurring fee for DebtBook's refunding monitor software-as-a-service application provided to Customer through access to the Application Services Price Discount Subtotal $5,000.00 ($5,000.00) $0.00 $5,000.00 ($5,000.00) $0.00 $5,000.00 ($5,000.00) $0.00 $5,000.00($5,000.00)$0.00$5,000.00 ($5,000.00) $0.00 Debt Sizing Annual recurring fee for DebtBook's debt sizing software-as-a-service application provided to Customer through access to the Application Services Price Discount Subtotal $20,000.00 ($10,000.00) $10,000.00 $20,000.00 ($10,000.00) $10,000.00 $20,000.00 ($10,000.00) $10,000.00 $20,000.00($10,000.00)$10,000.00$20,000.00 ($10,000.00) $10,000.00 Non-Recurring Cash Management Core Premium Implementation The additional implementation services provided to Customer including tailored implementation support and entry of relevant Customer Data. Price Discount Subtotal $10,000.00 ($10,000.00) $0.00 - - -- Supplemental Product Implementation Services The additional implementation services provided to Customer on an annual basis, including tailored implementation support, review of Application Obligations, and entry of relevant Customer Data. Price Discount Subtotal $10,000.00 ($10,000.00) $0.00 - - -- Annual Summary Year 1 Year 2 Year 3 Option Year 1 Option Year 2 Recurring Subscription Fees $73,500.00 $73,500.00 $73,500.00 $73,500.00 $73,500.00One-Time Implementation Fees $0.00 Annual Total $73,500.00 $73,500.00 $73,500.00 $73,500.00$73,500.00 TOTAL $367,500.00
Core: Debt Data ManagementMore: AccountingMore: Continuing Disclosure (Financial Reporting)More: SizingMore:Proceeds Management (PBU / Tax Compliance)More: Portfolio Analytics (Data Integrations)LimitsUsers Unlimited- - - - -Obligations Unlimited- - - - -Dimensions Unlimited - - - - -Core FeaturesSchedules & AllocationsCharts & GraphsRefunding HistoryDocument ManagementContact ManagementMaturity Table & Bond StatsPayment ReportingNet Debt ServiceVariable RateCommercial PaperDraw Down FacilitiesDefeased Debt Service DTC ReportingAccrued Interest / Interest ExpenseAmortization of Premium (Discount)Deferred Gain (Loss)Financial Audit FootnoteERP Integration (coming)AI Enabled Agreement Setup Not Included (Scoped Out)Tasks & Tracking Not Included (Scoped Out)Create and Submit FilingsNot Included (Scoped Out)Historical Filling Record + Audit TrailNot Included (Scoped Out)Material Event ReportingNot Included (Scoped Out)EMMA Integration (coming)Not Included (Scoped Out)New Money AnalysisRefunding AnalysisProject Finance AnalysisYield Curve Data IntegrationMulti-Scenario ComparisonProfile Integration for Impact AnalysisCoverage, Covenant, & Affordability EvaluatorProject ManagementProceed TrackingTax ComplianceForm 990Private Business UseVariable Rate ResetsVariable Performance ReportingSecondary Market TradingCash Data ManagementBank Fee AnalysisBank IntegrationsLimitsUsers Unlimited--Bank Accounts Unlimited--Core FeaturesBAI File UploadTransaction HistoryAutomated Transaction CategorizationCash Positioning WorksheetCash ForecastingDebt & Cash IntegrationBank Fee Analysis (direct upload)Earnings Credit CalculatorDirect Bank Integration (SFTP)(Per bank; $3k) Debt Management
Cash Management
Exhibit "A"
MASTER SERVICES AGREEMENTFifth Asset, Inc. d/b/a DebtBook . By executing the Order Form and using any of the Services, Customer agrees to be bound by this Agreement. In consideration of the mutual covenants and conditions contained in this Agreement and intending to be legally bound, the Parties agree as follows:1. Definitions.
2. Access and Use. (a) Provision of Access. Subject to the terms and conditions of the Agreement, DebtBook grants Customer and -exclusive, non-transferable (except as permitted by this Agreement) right to access and use the Application Services during thaccordance with the Agreement. DebtBook will provide to Customer the necessary passwords and network links or connections to allow Customer to access the Application Services. (b) Documentation License. Subject to the terms and conditions of the Agreement, DebtBook grants to Customer -exclusive, non-sublicensable, non-transferable (except as permitted by this Agreement) license to use the Documentation during the Terconnection with its use of the Services. (c) Customer ResponsibilitiesServices and Documentation, regardless of whether such use is permitted by the Agreement. Customer must use reasonable efforts to make all Authorized Users aware of the provisions applicable to their use of the Services, including the Incorporated Documents. (d) Use Restrictions. Customer may not at any time, directly or indirectly through any Authorized User, access or use the Services in violation of the Usage Policy, including any attempt to (1) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (2) sell, license, or otherwise transfer or make available the Services or Documentation except as expressly permitted by the Agreement; or (3) reverse engineer, disassemble, decompile, decode, or
otherwise attempt to derive or gain access to any software component of the Services, in whole or in part. Customer will not knowingly transmit any personally identifiable information to DebtBook or any other third-party through the Services. (e) Suspension. Notwithstanding anything to the contrary in the Agreement, DebtBook may temporarily suspend g any payment due under, and in accordance with, the terms of the Agreement, (2) DebtBook reasonably determines that (A) there is s a security risk to the DebtBook IP or to any other customer or vendor of DebtBook; (C) Customer, or any Authorized User, is using Authorized User is prohibited Service Suspensionreasonable efforts to (i) provide written notice of any Service Suspension to Customer, (ii) provide updates regarding resumption of access to the Services, and (iii) resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. DebtBook is not liable for any damage, losses, or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. (f) Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, DebtBook may monitor tle, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by DebtBook. DebtBook may compile Aggregated Statistics based on Customer Data input into the Services. DebtBook may (1) make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics as permitted under applicable law Confidential Information. (g) AI Features. AIAI Featuresprior written consent. Notwithstanding the foregoing, Customer Data may be used to train Customer tenant-specific AI models to provide customized findings aother customers providing similar AI Input to the Al Features may receive the same or similar AI Output. For the avoidance of doubt, Customer retains all right, title and interest in Customer Data contained in AI Inputs and AI Outputs. Customer acknowledges and agrees that Customer is responsible for reviewing and validating AI Output for its needs and technical environment before electing to use AI Output. Customer agrees to comply with any applicable AI Feature restrictions described AI InputAI Outputreturned to by an AI Feature. 3. Services and Support. (a) Order Forms. The Services, and any Service specific terms and conditions, will be set forth in the Order Form, specified in such Order Form. (b) Services Generally. Subject to the terms of the Agreement, DebtBook will grant Customer access to the Application Services during the Initial Term and, if applicable, each subsequent Renewal Term. As part of the onboarding process, DebtBook will provide Customer with the level of Implementation Services indicated in the Order Form. DebtBook will provide Customer with the Support Services throughout the Term.(c) Implementation Services. DebtBook will provide Implementation Services for each Product at the level indicated for such Product in the applicable Order Form. Customer agrees to cooperate in good faith and to respond in a timely manner to any reasonable request for data or information DebtBook may require to complete the Implementation Services. DebtBook is not obligated to provide any Implementation Services after the date that is 180 days after the Effective Date of the Order Form pursuant to which DebtBook is providing such Implementation Services. (d) Service Levels and Support. Subject to the terms and conditions of the Agreement, DebtBook will make the Application Services and Support Services available in accordance with the SLA. 4. Fees and Payment. (a) FeesFeesCustomer for all Fees in accordance with the invoicing schedule and requirements set forth in each Order Form. Customer must pay all Fees in US dollars within 90 days of its receipt of a valid invoice unless other payment terms are set forth in the Order respects to the requirements and limit as expressly provided in the Agreement, DebtBook does not provide refunds of any paid Fees. To the extent permitted by applicable law, if
Customer fails to make any payment when due, DebtBook may, without limiting any of its other rights, charge interest on the past due amount at the lowest of (1) the rate of 1.5% per month, or (2) the maximum rate permitted under applicable law. (b) Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments. Unless Customer is exempt from making any such payment under applicable law or regulation, Customer is responsible for all applicable sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer under the Agreement, other than any taxes imposed on 5. Confidential Information. (a) Disclosing PartyReceiving Partyintellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether in written, electronic, or other form oreasonable person wouConfidential Information Services source code and specifications. information that, at the time of disclosure is (1) in the public domain; (2) known to the receiving party at the time of disclosure; (3) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (4) independently developed by the Receiving Party. (b) , except to the Receiva need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under the Agreement or otherwise in connection with the Services. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order must uired court filings. (c) On the expiration or termination of the Agreement, the Receiving Party must promptly return to the sing writing to the Disclosing Party that such Confidential Information has been destroyed. (d) from the termination of the Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. (e) Notwithstanding anything in this Section to the contrary, if Customer is a Government Entity, then DebtBook enforceable to the extent permitted by, the public records laws, policies, and regulations of the Governing State. 6. Intellectual Property. (a) DebtBook IP. As between Customer and DebtBook, DebtBook owns all right, title, and interest, including all intellectual property rights, in and to the DebtBook IP. (b) Customer Data. As between Customer and DebtBook, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to DebtBook a non-exclusive, royalty-free, worldwide license to reproduce, distribute, sublicense, modify, prepare derivative works based on, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary or appropriate for DebtBook to provide the Services to Customer. (c) Effect of TerminationDebtBook, at no further charge to Customer, will (1) provide Customer with temporary access to the Application Services for up to 90 days after the termination of the Agreement to permit Customer to retrieve its Customer Data in a commercially al. After such period, DebtBook will destr 7. Limited Warranties.
(a) Functionality & Service Levels. During the Term, the Application Services will operate in a manner consistent with general industry standards reasonably applicable to the provision of the Application Services and will conform in all material respects to the Documentation and service levels set forth in the SLA when accessed and used in accordance with the Documentation. Except as expressly stated in the SLA, DebtBook does not make any representation, warranty, or guarantee regarding availability of the Appl (b) Security. DebtBook has implemented Appropriate Security Measures and has made commercially reasonable efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate Security Measures intended to protect Customer Data. (c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, DEBTBOOK IP AND ANY AI OUTPUT IS PROVIDED DEBTBOOK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, DEBTBOOK MAKES NO WARRANTY OF ANY KIND THAT THE REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. (d) network, or other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt connections to the Internet. Although DebtBook will use commercially reasonable efforts to take all actions DebtBook deems appropriate to remedy and avoid such events, DebtBook cannot guarantee that such events will not occur. ACCORDINGLY, DEBTBOOK DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATING TO ALL SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A THIRD PARTY. 8. Indemnification. (a) DebtBook Indemnification. (i) DebtBook will indemnify, defend, and hold harmless Customer from and against any and LossesCustomer resulting from any third-Third-Party ClaimApplication Services, or any use of the Application Services in accordance with the Agreement, infringes or er promptly notifies DebtBook in writing of the Third-Party Claim, reasonably cooperates with DebtBook in the defense of the Third-Party Claim, and allows DebtBook sole authority to control the defense and settlement of the Third-Party Claim. (ii) If such a claim is made or appears possible, Customer agrees to permit DebtBook, at the DebtBook IP, to make it non-infringing, or (B) obtain the right for Customer to continue use. If DebtBook determines that neither alternative is reasonably available, DebtBook may terminate the Agreement in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, so long as, in each case, DebtBook promptly refunds or credits to Customer all amounts Customer paid with respect to the DebtBook IP that Customer cannot reasonably use as intended under the Agreement. (iii) software, hardware, equipment, or technology not provided or authorized in writing by DebtBook or modifications to the Application Services not made by DebtBook. (b) [intentionally omitted] (c) Sole RemedyANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY IN NO EVENT WILL $1,000,000. (d) [intentionally omitted]
(e) Customer IndemnificationDebtBook from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with the Agreement, infringes or mis- not authorized by the Agreement. DEBTBOOK EXPRESSLY AGREES THAT THIS PROVISION WILL NOT APPLY TO ANY CUSTOMER THAT IS A GOVERNMENT ENTITY TO THE EXTENT SUCH INDEMNIFICATION OBLIGATIONS ARE PROHIBITED UNDER APPLICABLE LAW. 9. Limitations of Liability. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF DEBTBOOK ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DEBTBOOK UNDER THE AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO CLAIMS PURSUANT TO SECTION 8. 10. Term and Termination. (a) Term. The Initial Term of the Agreement is set forth in the Order Form. In the event Customer has multiple terms, this Agreement will remain in effect until the expiration or termination of all Order Forms. (b) Renewal. Unless terminated earlier in accordance with the Agreement: (i) the Agreement will automatically renew for successive 12-month Renewal Terms unless either party gives the other party written notice of non-renewal at least 30 days before the expiration of the then-current term; and (ii) each Renewal Term will be subject to the same terms and conditions established under -current pricing schedule as provided to Customer at least 60 days before the expiration of the then-current term.(c) Termination. (i) DebtBook may terminate the Agreement immediately if Customer breaches any of its obligations under Section 2 or Section 5; (ii) Customer may terminate the Agreement in accordance with the SLA; (iii) either party may terminate the Agreement, effective on written notice to the other party, if the other party materially breaches the Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; (iv) if Customer is a Government Entity and sufficient funds are not appropriated to pay for the Application Services, then Customer may terminate the Agreement at any time without penalty following 30 days prior written notice to DebtBook; or(v) either party may, to the extent permitted by law, terminate the Agreement, effective immediately on written notice to the other party, if the other party becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law. (d) Survival. Only this Section and Section 1 (Definitions), Sections 4 through 6 (Fees; Confidential Information; Intellectual Property), Section 7(c) (Disclaimer of Warranties), and Sections 8, 9 and 12 (Indemnification; Limitations of Liability; Miscellaneous) will survive any termination or expiration of the Agreement. 11. Independent Contractor. The parties to the Agreement are independent contractors. The Agreement does not create a joint venture or partnership between the parties, and neither party is, by virtue of the Agreement, authorized as an agent, employee, or representative of the other party. 12. Miscellaneous.
(a) Governing Law; Submission to Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of the Governing State, without regard to any choice or conflict of law provisions, and any claim arising out of the Agreement may be brought in the state or federal courts located in the Governing State. Each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding. (b) Entire Agreement; Order of Precedence. The Order Form, this Master Services Agreement, and the Incorporated Documents constitute the complete Agreement between the parties and supersede any prior discussion To the extent any conflict exists between the terms of the Agreement, the documents will govern in the following order or precedence: (1) Order Form, (2) the Master Services, and (3) the Incorporated Documents. No other purchasing order or similar instrument issued by either party in connection with the Services will have any effect on the Agreement or bind the other party in any way. (c) Amendment; Waiver. No amendment to the Order Form or the Master Services Agreement will be effective unless it is in writing and signed by an authorized representative of each party. DebtBook may update the Incorporated Documents from time-to-time following notice to Customer so long as such updates are generally applicable to all users of the Services. No waiver by any party of any of the provisions of the Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, delay in exercising, or any partial exercise of any rights, remedy, power, or privilege arising from the Agreement will in any way waive or otherwise limit the future exercise of any right, remedy, power, or privilege available under the Agreement. (d) Notices. All notices, requests, consents, claims, demands, and waivers under the Agreement (each, Notice(or to such other address as DebtBook or Customer may designate from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Any Notice delivered under the Agreement will be delivered, if to the Customer, to the address indicated in the Order Form and, if to DebtBook, at the following address: PO Box 667950, Charlotte, NC 28266. (e) Force Majeure. In no event will either party be liable to the other party, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Internet, shortages in materials, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. (f) Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. (g) Assignment. Either party may assign its rights or delegate its obligations, in whole or in part, on 30 days prior written notice to the other party, to an affiliate or an entity that acquires all or substantially all of the business or assets of such party, whether by merger, reorganization, acquisition, sale, or otherwise. Except as stated in this paragraph, neither party may assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of the other party, which consent may not be unreasonably withheld, conditioned, or delayed. The Agreement is binding on and inures to the benefit of the parties and their permitted successors and assigns. (h) Marketing. Neither party may issue press releases related to the Agreement without the other vendors.(i) State-Specific Certifications & Agreements. If Customer is a Government Entity and to the extent required under the laws of the Governing State, DebtBook hereby certifies and agrees as follows: (i) DebtBook has not been designated by any applicable government authority or body as a company engaged in the boycott of Israel under the laws of the Governing State; (ii) DebtBook is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the Agreement by any governmental department or agency of the Governing State; (iii) DebtBook will not discriminate against any employee or applicant for employment because of race, ethnicity, gender, gender identity, sexual orientation, age, religion, national origin, disability, color, ancestry, citizenship, genetic information, political affiliation or military/veteran status, or any other status protected by federal, state, or local law;(iv) DebtBook will verify the work authorization of its employees using the federal E-Verify program and standards as promulgated and operated by the United States Department of Homeland Security and, if applicable, will require its subcontractors to do the same; and(v) Nothing in the Agreement is intended to act as a waiver of immunities that Customer has as a matter of law as a Government Entity under the laws of the Governing State, including but not limited to sovereign or governmental immunity, public officers or official immunity or qualified immunity, to the extent Customer is entitled to such immunities.(j) Execution. Any document executed and delivered in connection with the Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. To the extent permitted by applicable law, electronic signatures may be used for the purpose of executing the Order Form or this Agreement, if applicable, by email or other electronic means. Any document delivered nd with the same effect as if the document had been signed manually.