Professional Services Agreement

Effective As of September 17, 2024

WHEREAS, the “Service Provider” means Kamilla Sultanova, a recognized expert in the field of Diversity, Equity, and Inclusion (“DEI”) and possesses extensive experience and qualifications in providing professional services, including but not limited to event hosting, keynote speaking, and workshop facilitation (collectively, the “Services”);

WHEREAS, the “Client” means the companies that buy the Service Provider’s professional services to leverage her expertise for the planning, coordination, and execution of event/s (hereinafter referred to as the “Event(s)”), and acknowledges that the successful execution of the Event(s) requires the specialized skills and knowledge that the Service Provider is uniquely qualified to provide;

WHEREAS, the Service Provider has agreed to provide the Services to the Client, and the Client has agreed to compensate the Service Provider for such Services, all in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Services

1.1 Scope of Services: The Service Provider agrees to provide the following professional services (the “Services”) to the Client in connection with the Event(s):

  • Event Hosting: The Service Provider will serve as the host for the Event(s), ensuring smooth operation and facilitating the flow of the Event(s) in accordance with the agreed agenda.
  • Keynote Speaking: The Service Provider will deliver a keynote address tailored to the theme of the Event(s), drawing upon her expertise in DEI and related subjects.
  • Workshop Facilitation: The Service Provider will lead and facilitate interactive workshops designed to engage participants and foster meaningful discussions on DEI topics.

1.2 Engagement Letters: The specific details, including but not limited to the date, time, location, scope of work, deliverables, and any special requirements or conditions of the Services to be provided, shall be outlined in separate engagement letters or statements of work (“Engagement Letters”) that shall be executed by both parties for each specific Event. Each Engagement Letter shall be incorporated into this Agreement by reference and shall be subject to the terms and conditions set forth herein.

1.3 Modification of Services: Any modifications or changes to the Services, whether initiated by the Client or necessitated by unforeseen circumstances, shall be subject to mutual written agreement between the parties. Such modifications may include, but are not limited to, changes in the scope, timing, or location of the Services. Any agreed modifications shall be documented in writing and appended to the relevant Engagement Letter.

2. Compensation

2.1 Fees:
In consideration of the Services to be rendered by the Service Provider, the Fee may include a speaking fee, hosting fee, or workshop fee, which covers briefing meetings, preparation, delivery, and any pre-agreed follow-up work. The Fee is exclusive of any applicable taxes, duties, or other governmental charges unless otherwise specified. It also excludes potential travel expenses and lodging, which may be reimbursed separately. The final Fee will be based on what is agreed upon during the meeting with the Client and as outlined in the proposal.

2.2 Payment Terms:
The Client agrees to pay 50% of the Fee as a prepayment upon signing this Agreement, with the remaining 50% due within seven (7) calendar days after the completion of the Event(s), unless otherwise agreed upon in writing by both parties on a case-by-case basis.

Any delay in payment may result in the imposition of interest on the unpaid amount at a rate of 10% per annum, calculated from the due date until the date of payment, without prejudice to any other rights or remedies available to the Service Provider under this Agreement or at law.

2.3 Expenses:
The Client agrees to reimburse the Service Provider for any reasonable and necessary expenses incurred by the Service Provider in connection with the performance of the Services, provided that such expenses are pre-approved in writing by the Client. Reimbursable expenses may include, but are not limited to, travel costs, accommodation, meals, materials, and any other incidental costs directly related to the provision of the Services. Reimbursement of extra costs for logistics and/or lodging shall be done with the same invoice payment unless specified separately with the Client. The Service Provider shall provide the Client with itemized invoices and receipts for all reimbursable expenses. Reimbursement shall be made within 7 days of the Client’s receipt of the relevant invoices.

2.4 Payment Method:
All payments under this Agreement, including the Fee and reimbursable expenses, shall be made by bank transfer to the following account details provided by the Service Provider:

  • Account Name: ConnectUz
  • IBAN: FI19 7997 7990 6802 46
  • BIC/SWIFT: HOLVFIHH

The Client shall be responsible for any bank charges or fees associated with the transfer of funds.

2.5 Event Cancellation:
In the event that the Client cancels the Event(s), the following cancellation fees shall apply, depending on the timing of the cancellation relative to the scheduled date of the Event(s):

  • Cancellation Within 30 Days of the Event: Should the Client cancel the Event(s) within 30 days prior to the scheduled date, the Client shall be liable to pay the Service Provider 100% of the agreed-upon Fee as liquidated damages. This amount represents a genuine pre-estimate of the loss and damage that the Service Provider is likely to suffer as a result of the cancellation, including lost opportunities to provide services to other clients.
  • Cancellation Before 30 Days of the Event: Should the Client cancel the Event(s) before 30 days prior to the scheduled date, the Client shall be liable to pay the Service Provider 50% of the agreed-upon Fee as compensation. This fee compensates the Service Provider for the time and resources allocated to the preparation and scheduling of the Event(s).

All cancellation fees shall be due and payable within seven (7) calendar days of the Client’s cancellation notice. The Client acknowledges and agrees that the cancellation fees are reasonable and fair, considering the nature of the Services and the commitments made by the Service Provider in anticipation of the Event(s).

2.6 Non-Payment:
In the event of non-payment of any amounts due under this Agreement, the Service Provider reserves the right to suspend the provision of the Services until full payment is received. Furthermore, the Service Provider may terminate this Agreement with immediate effect if the Client fails to make payment within fourteen (14) days of receiving written notice of the default. The Client shall be responsible for all costs and expenses, including legal fees, incurred by the Service Provider in connection with the recovery of any outstanding amounts.

3. Confidentiality and Data Protection

3.1 Confidentiality:
The Service Provider acknowledges that during the course of this Agreement, it may receive or have access to information that is proprietary, confidential, or otherwise sensitive in nature, including but not limited to business strategies, financial information, customer data, trade secrets, technical processes, methodologies, and other information related to the Client’s business operations (collectively, “Confidential Information”). The Service Provider agrees that it shall:

  • 3.1.1 Non-Disclosure: Not disclose, publish, or otherwise make available any Confidential Information, directly or indirectly, to any third party, except as may be necessary to perform its obligations under this Agreement, and then only to those employees, subcontractors, or agents who have a need to know such information and who are bound by written obligations of confidentiality at least as restrictive as those set forth herein.
  • 3.1.2 Non-Use: Use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and for no other purpose, commercial or otherwise, without the prior written consent of the Client.
  • 3.1.3 Safeguarding Confidential Information: Implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, disclosure, or use, including, but not limited to, employing physical, electronic, and procedural safeguards that are appropriate to the sensitivity of the Confidential Information.
  • 3.1.4 Exceptions: The obligations set forth in this Section 3.1 shall not apply to information that: (i) was lawfully in the Service Provider’s possession prior to receipt from the Client, as evidenced by the Service Provider’s written records; (ii) is or becomes publicly available through no fault of the Service Provider; (iii) is independently developed by the Service Provider without use of or reference to the Client’s Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided that the Service Provider gives the Client prompt written notice of such requirement and cooperates with the Client in any efforts to limit the scope of the disclosure.
  • 3.1.5 Duration: The confidentiality obligations of the Service Provider under this Section 3.1 shall commence upon the Effective Date of this Agreement and shall survive the termination or expiration of this Agreement for a period of 5 years, or for such longer period as required by applicable law.

3.2 Data Protection:
In the course of providing the Services, the Service Provider may process personal data on behalf of the Client. The parties acknowledge that the Client is the data controller and the Service Provider is the data processor, as those terms are defined under the General Data Protection Regulation (GDPR) and other applicable data protection laws. Accordingly, the following provisions shall apply:

  • 3.2.1 Compliance with Laws: Both parties agree to comply with all applicable data protection laws, including, but not limited to, the GDPR, the Finnish Data Protection Act, and any other national legislation governing the processing of personal data.
  • 3.2.2 Data Processing Agreement (DPA): The parties shall enter into a Data Processing Agreement (DPA), which shall be attached as an addendum to this Agreement and shall govern the processing of personal data by the Service Provider on behalf of the Client. The DPA shall include, at a minimum, provisions relating to the scope and purpose of data processing, the types of personal data processed, the categories of data subjects, the duration of processing, and the obligations of the Service Provider with respect to the protection of personal data.
  • 3.2.3 Technical and Organizational Measures: The Service Provider shall implement and maintain appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage, in accordance with Article 32 of the GDPR. Such measures shall be commensurate with the risks presented by the processing and the nature of the personal data, and shall include, where appropriate, encryption, pseudonymization, regular testing of security measures, and access controls.
  • 3.2.4 Data Subject Rights: The Service Provider shall assist the Client in fulfilling its obligations to respond to requests from data subjects to exercise their rights under the GDPR, including, but not limited to, rights of access, rectification, erasure, restriction, data portability, and objection. The Service Provider shall notify the Client without undue delay if it receives any such requests directly from data subjects.
  • 3.2.5 Subprocessing: The Service Provider shall not engage any third-party subprocessors to process personal data on behalf of the Client without the Client’s prior written consent. If such consent is granted, the Service Provider shall ensure that any subprocessor is bound by written contractual obligations that are no less protective of personal data than those set forth in this Agreement and the DPA.
  • 3.2.6 Data Breach Notification: In the event of a personal data breach, as defined under the GDPR, the Service Provider shall notify the Client without undue delay and, in any event, within 24 hours of becoming aware of the breach. The notification shall include all information reasonably required by the Client to comply with its obligations under Article 33 of the GDPR, including the nature of the breach, the categories and approximate number of data subjects affected, the likely consequences of the breach, and the measures taken or proposed to address the breach.
  • 3.2.7 Data Return and Deletion: Upon termination or expiration of this Agreement, or at any time upon the Client’s written request, the Service Provider shall promptly return to the Client, or securely delete or destroy, all personal data processed on behalf of the Client, in accordance with the Client’s instructions and subject to applicable law. The Service Provider shall certify in writing that it has fully complied with this obligation.

4. Intellectual Property

4.1 Ownership of Intellectual Property:
All intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, moral rights, and any other proprietary rights, in any materials, content, presentations, documents, methodologies, processes, designs, software, or any other works or inventions, whether tangible or intangible, created, developed, or provided by the Service Provider (the “Materials”) in the course of performing the Services under this Agreement shall remain solely and exclusively the property of the Service Provider. The Service Provider retains all rights, title, and interest in and to the Materials, including any modifications, enhancements, or derivative works thereof, regardless of whether such Materials were created before, during, or after the term of this Agreement.

4.2 License Grant:
Subject to the terms and conditions of this Agreement, the Service Provider hereby grants to the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Materials solely for the internal purposes for which they were provided and solely in connection with the Event(s) specified in this Agreement. This license is granted for the duration of the Event(s) and for any agreed-upon post-Event activities, after which time the license shall automatically terminate, unless otherwise expressly agreed in writing by the Service Provider.

4.3 Restrictions on Use:
The Client agrees that it shall not, and shall not permit any third party to:

  • 4.3.1 Copying and Distribution: Copy, reproduce, distribute, or disseminate the Materials in any form or by any means, whether electronic, mechanical, photocopying, recording, or otherwise, except as expressly permitted under this Agreement or with the prior written consent of the Service Provider.
  • 4.3.2 Modifications and Derivatives: Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Materials, in whole or in part, without the express prior written consent of the Service Provider.
  • 4.3.3 Commercial Exploitation: Use the Materials for any commercial purpose or to provide services to third parties, other than as expressly permitted under this Agreement, without obtaining the prior written consent of the Service Provider.
  • 4.3.4 Removal of Notices: Remove, alter, or obscure any copyright, trademark, or other proprietary notices or legends that are affixed to or displayed on the Materials.

4.4 Reservation of Rights:
The Client acknowledges and agrees that, except for the limited license rights expressly granted herein, no other rights or licenses, whether express or implied, are granted to the Client under this Agreement with respect to the Materials or any intellectual property rights therein. The Service Provider reserves all rights not expressly granted to the Client under this Agreement. The Client further acknowledges that any unauthorized use of the Materials may constitute a violation of the Service Provider’s intellectual property rights and may subject the Client to legal action.

4.5 Third-Party Materials:
If any third-party materials, including software, content, or other intellectual property, are incorporated into or used in conjunction with the Materials (the “Third-Party Materials”), the use of such Third-Party Materials shall be governed by the terms of the applicable third-party licenses or agreements. The Service Provider shall ensure that it has the necessary rights to use and license any such Third-Party Materials as part of the Services provided to the Client. The Client agrees to comply with all applicable terms and conditions governing the use of Third-Party Materials.

4.6 Indemnification for Infringement:
The Service Provider shall indemnify, defend, and hold harmless the Client from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any claim that the Materials, as provided by the Service Provider, infringe upon or violate any third party’s intellectual property rights. This indemnification obligation shall be contingent upon the Client: (i) providing the Service Provider with prompt written notice of any such claim; (ii) granting the Service Provider sole control over the defense and settlement of the claim; and (iii) providing the Service Provider with reasonable assistance in connection with the defense and settlement of the claim.

4.7 Return of Materials:
Upon the termination or expiration of this Agreement, the Client shall promptly cease all use of the Materials and, at the Service Provider’s option, either return to the Service Provider or destroy all copies of the Materials in the Client’s possession or control. The Client shall certify in writing to the Service Provider that it has complied with the requirements of this Section 4.7.

5. Term and Termination

5.1 Term:
This Agreement shall commence on the Effective Date, as defined herein, and shall continue in full force and effect until the completion of all Services as specified in this Agreement and any associated Engagement Letters, unless sooner terminated in accordance with the provisions of this Section 5. The term of this Agreement may be extended by mutual written agreement of the parties, subject to any additional terms and conditions that may be agreed upon at that time. The Service Provider shall have no obligation to commence any Services until all necessary details have been agreed upon in writing and any required deposits or payments have been received.

5.2 Termination for Convenience:
Either party may terminate this Agreement for convenience, without cause, by providing the other party with at least thirty (30) days prior written notice of its intent to terminate. In the event of such termination, the Service Provider shall be entitled to payment for all Services performed and reimbursable expenses incurred up to the effective date of termination. If the Client terminates this Agreement for convenience, the Client shall also be responsible for any costs, expenses, or damages incurred by the Service Provider as a result of the termination, including, but not limited to, any non-cancellable commitments made in connection with the Services. The Service Provider shall use commercially reasonable efforts to mitigate any such costs and expenses.

5.3 Termination for Cause:
Either party may terminate this Agreement immediately, upon written notice to the other party, if the other party materially breaches any term or condition of this Agreement and fails to cure such breach within fourteen (14) days after receiving written notice of the breach from the non-breaching party. A material breach shall include, but is not limited to, the following:

  • 5.3.1 Failure to Pay: The Client’s failure to pay any undisputed amounts owed to the Service Provider when due under this Agreement.
  • 5.3.2 Breach of Confidentiality: Any unauthorized disclosure or use of Confidential Information by either party in violation of the terms set forth in Section 3 of this Agreement.
  • 5.3.3 Violation of Intellectual Property Rights: Any infringement or violation of the Service Provider’s intellectual property rights by the Client, as described in Section 4 of this Agreement.
  • 5.3.4 Failure to Perform: The failure of either party to perform any of its material obligations under this Agreement, provided that such failure is not excused by force majeure or any other event beyond the control of the non-performing party.

In the event of termination for cause by the Service Provider, the Client shall remain liable for all fees, costs, and expenses incurred up to the date of termination, and the Service Provider shall be entitled to pursue all available legal and equitable remedies, including, but not limited to, specific performance, damages, and injunctive relief.

5.4 Effect of Termination:
Upon termination or expiration of this Agreement, for any reason, the following provisions shall apply:

  • 5.4.1 Cessation of Services: The Service Provider shall immediately cease all Services and deliver to the Client any and all work in progress, materials, and documentation related to the Services, subject to payment of all outstanding fees and expenses by the Client.
  • 5.4.2 Return of Confidential Information: Each party shall return to the other, or destroy, all Confidential Information and materials in its possession or control, in accordance with the provisions of Section 3.1 of this Agreement. Each party shall certify in writing that it has fully complied with this obligation.
  • 5.4.3 Surviving Obligations: The provisions of this Agreement that by their nature are intended to survive termination or expiration, including but not limited to Sections 3 (Confidentiality and Data Protection), 4 (Intellectual Property), and 6 (Limitation of Liability), shall remain in full force and effect notwithstanding such termination or expiration.

5.5 Force Majeure:
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement, other than the obligation to pay amounts due, if such delay or failure is caused by events beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, civil unrest, strikes, lockouts, acts of terrorism, pandemics, or governmental actions (each, a “Force Majeure Event”). In the event of a Force Majeure Event, the affected party shall promptly notify the other party in writing and shall use reasonable efforts to resume performance as soon as practicable. If the Force Majeure Event continues for a period of more than thirty (30) days, either party may terminate this Agreement upon written notice to the other party.

5.6 Termination Assistance:
Upon the termination or expiration of this Agreement, the Service Provider agrees to provide reasonable transition assistance to the Client, at the Client’s request, for a period not to exceed thirty (30) days. Such assistance may include the transfer of relevant documentation, knowledge transfer, and cooperation with any successor service provider to ensure an orderly and efficient transition. The Service Provider shall be compensated for such assistance at its then-current hourly rates, unless otherwise agreed in writing by the parties.

6. Limitation of Liability

6.1 Limitation of Liability:
To the fullest extent permitted by applicable law, the Service Provider’s total liability to the Client, whether in contract, tort (including negligence), or otherwise, arising out of or in connection with this Agreement shall not exceed the total amount of fees paid by the Client to the Service Provider under this Agreement. In no event shall the Service Provider be liable for any indirect, incidental, consequential, special, or punitive damages, including, but not limited to, loss of profits, revenue, or business opportunities, even if advised of the possibility of such damages.

7. Dispute Resolution

7.1 Dispute Resolution:
Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved through the following procedures:

7.1.1 Negotiation: The parties shall first attempt in good faith to resolve the dispute through negotiation between senior executives of the parties who have authority to settle the dispute.

7.1.2 Mediation: If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to mediation, with a mediator mutually selected by the parties. The mediation shall be conducted in [location] and shall be governed by the mediation rules agreed upon by the parties.

7.1.3 Arbitration: If the dispute is not resolved within sixty (60) days after the initiation of mediation, the dispute shall be finally resolved by binding arbitration conducted in accordance with the rules of the Finnish Arbitration Institute. The arbitration shall take place in Helsinki, Finland, and the language of the arbitration shall be English.

7.1.4 Court Jurisdiction: Notwithstanding the above, either party may seek injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm or to enforce intellectual property rights.

8. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months thereafter, the Client agrees not to solicit, hire, or engage, directly or indirectly, any employee, contractor, or agent of the Service Provider who was involved in the performance of the Services under this Agreement, without the prior written consent of the Service Provider. In the event of a breach of this provision, the Client agrees to pay the Service Provider as liquidated damages an amount equal to 20% of the annual compensation of the individual so solicited, hired, or engaged.

9. Conflicts of Interest

The Service Provider represents and warrants that, to the best of its knowledge, there are no conflicts of interest that would affect its ability to perform the Services under this Agreement. The Service Provider agrees to disclose any potential conflicts of interest that may arise during the term of this Agreement and to work with the Client to resolve such conflicts in a manner that is mutually agreeable. The Client reserves the right to terminate this Agreement if a conflict of interest is identified that cannot be adequately addressed or mitigated.

10. Publicity and Use of Name

The Client agrees that the Service Provider may use the Client’s name, logo, trademarks, or any other identifying marks in advertising, marketing materials, websites, press releases, or other public communications without prior written consent. The Service Provider will ensure that such use reflects positively on the Client’s brand and reputation. The Client reserves the right to review and approve any materials that specifically reference the Client or disclose confidential information before they are published or distributed.

11. Retention of Records

The Service Provider shall maintain complete and accurate records relating to the Services provided under this Agreement, including all invoices, receipts, and other documentation supporting any reimbursable expenses, for a period of at least three (3) years following the completion of the Services. The Client shall have the right to audit such records upon reasonable notice during normal business hours, to verify the accuracy of any invoices or charges made under this Agreement. Upon expiration of the retention period, the Service Provider shall either return or securely destroy all records in accordance with applicable data protection laws and the Client’s instructions.

12. Survival

The provisions of this Agreement that by their nature are intended to survive termination or expiration, including but not limited to Sections 3 (Confidentiality and Data Protection), 4 (Intellectual Property), 5 (Term and Termination), 6 (Limitation of Liability), 8 (Non-Solicitation), 9 (Conflicts of Interest), 10 (Publicity and Use of Name), and 12 (Survival), shall survive the termination or expiration of this Agreement and remain in full force and effect.

13. Feedback Requirement

The Client agrees to provide feedback on the Service Provider’s performance through the Service Provider’s online Feedback Form within one (1) week after the conclusion of the Event(s). This feedback is valuable for improving the quality of future services and ensuring a positive experience for all clients.

14. Miscellaneous

14.1 Independent Contractor:
The parties acknowledge and agree that the Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of the Client. Nothing in this Agreement shall be construed to create any form of employment relationship, agency, partnership, or joint venture between the parties. The Service Provider shall have no authority to bind the Client in any manner or make any representations on behalf of the Client, except as expressly authorized in writing by the Client. The Service Provider shall be solely responsible for the payment of all taxes, contributions, and other obligations arising from the performance of the Services, including, but not limited to, income taxes, social security contributions, and other statutory or regulatory obligations.

14.2 Governing Law and Jurisdiction:
This Agreement shall be governed by, and construed in accordance with, the laws of Finland, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of Finland. The parties hereby irrevocably submit to the personal jurisdiction of such courts and waive any objections to the laying of venue in such courts.

14.3 Entire Agreement:
This Agreement, including any exhibits, schedules, and appendices attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, warranties, and communications, whether oral or written, relating to such subject matter. The parties acknowledge that they have not relied upon any representations, warranties, or agreements not expressly set forth in this Agreement. Any previous agreements or understandings between the parties relating to the Services are hereby terminated and of no further force or effect.

14.4 Amendments and Modifications:
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both parties. Any waiver or consent given by either party to any deviation from the terms of this Agreement shall be effective only in the specific instance and for the specific purpose for which it is given. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

14.5 Severability:
If any provision of this Agreement, or the application thereof to any person or circumstance, is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to render it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed severed from this Agreement, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that, to the maximum extent possible, achieves the intended commercial and legal effect of the original provision.

14.6 Notices:
All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (i) when delivered by hand, with written confirmation of receipt; (ii) when sent by a nationally recognized overnight courier, with written confirmation of receipt; (iii) when sent by registered or certified mail, return receipt requested, postage prepaid, on the date shown on the return receipt; or (iv) when sent by email, with confirmation of transmission. Notices shall be sent to the respective addresses of the parties set forth in the preamble of this Agreement, or to such other address as either party may designate by notice to the other party in accordance with this Section 6.6.

14.7 Assignment:
Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that the Client may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to assume all of the obligations of the Client under this Agreement. Any attempted assignment in violation of this Section 6.7 shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

14.8 Counterparts and Electronic Signatures:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that this Agreement may be executed and delivered by electronic signature (including by email transmission of scanned copies) and that such electronic signatures shall be treated as original signatures for all applicable purposes.