Master Services Agreement
This Master Services Agreement (“Agreement”) is made and entered into by and between Farrow, Inc. a Nevada corporation (“Farrow”), and the company that is executing this Agreement (hereinafter “Client”) with Farrow and this Agreement shall govern the Services (as defined below) provided by Farrow for the Client as referenced herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which is expressly acknowledged, Agency and Client agree as follows:
(a) Client is engaging Farrow to provide the Services as described in the relevant, duly executed proposals under this Agreement (“Proposal”). Neither party will have any obligation with respect to any draft Proposal unless and until it is fully executed (signed by both parties). Farrow makes no promises or representations whatsoever as to the amount of business Client can expect at any time under this Agreement or an applicable Proposal. Except as otherwise provided herein, if any of the terms and/or conditions of this Agreement conflict with any of the terms and/or conditions of any Proposal, the terms and/or conditions of such Proposal will control solely with respect to the Services covered under such Proposal, unless the Proposal explicitly states that it is intended to modify the conflicting terms of this Agreement.
(b) Agency is an experienced public relations and digital marketing agency. As of the Effective Date listed in Proposal, Client hereby retains the Agency to perform those certain public relations and marketing related services identified in Proposal hereto (individually and collectively, the “Services”) on behalf of Client.
2. GENERAL TERMS OF SERVICE:
(a) Client hereby grants Agency the full right and authority to: (i) undertake the Services on behalf of Client throughout the world; (ii) to solicit comments regarding Client (and/or its product(s)) from, and or issue pitches and news releases regarding Client (and/or its product(s)) to potential editors, industry analysts broadcast producers, print or broadcast media, Internet Web site providers and/or other editorial interested parties, subject to Client’s prior approval which shall not be unreasonably withheld or delayed.
(b) The terms of reference by Agency to public relations and marketing targets included as part of the Services shall be the terms established by Client who shall provide Agency with product specifications and marketing direction as may be modified from time to time with benchmarks from Client.
(c) Agency may not use or disclose relationship with Client for purposes other than those contemplated by this Agreement without prior written approval of client.
(d) Client acknowledges that it is responsible for promptly providing the Agency with any and all Client Content (as hereinafter defined), if any, required in connection with the Services and hereby indemnifies, and holds agency harmless for any and all damages resulting from any delay in Client in so providing such Client Content. For purposes of the forgoing, the term “Client Content” means all materials, writing, images and/or other creative content to be provided by Client to Agency (or its agents) for use in providing the Services and/or creating any Custom Materials (as defined below).
(e) Client shall, at its sole cost and expenses, provide the Agency with the following, to the extent requested by Agency from time to time and reasonably necessary to assist the Agency in performing the Services (collectively the “Promotion Materials”): (i) sales and technical information regarding the Client and/or its products/services; and (ii) appropriate sample products, catalogs, advertising, data demonstration equipment or other sales tools related to the Client and/or its products/services.
3. TERM OF AGREEMENT, EXTENSIONS AND RENEWALS:
(a) Except as may otherwise be terminated pursuant to the terms contained herein, the duration of this Agreement shall be for an initial term as described in Proposal and may vary depending on the product.
(b) from the date of this Agreement (the “Term”). Payments and services shall continue beyond the initial term on a month-by-month basis until canceled by one party in writing or via email. When canceled, the last payment date shall be considered the final payment, and services will continue until the end of the month.
4. COMPENSATION; OUT OF POCKET EXPENSES; LATE FEE:
(a) In consideration of the performance of the Services, Client agrees to pay Farrow the fees set forth in the applicable Proposal in accordance with the terms and conditions set forth in the applicable Proposal, and all fees for any applicable add-on services (such as payments and Onboarding and Implementation Services), as Client may elect to use from time to time (“Fees”). All additional licenses and add-on services (as defined in the Proposal) added during the Proposal term will be added for the remainder of the Proposal term on an annualized pro-rata basis. “Fees” are exclusive of taxes, levies and duties (“taxes”). Both parties acknowledge and agree that to the extent any services provided by Farrow may be subject to any sales or other applicable tax, Client shall pay these taxes, assessable by any jurisdiction, except as specifically delineated below. Client shall include payment of taxes in its submission of Fees and expenses to Farrow in U.S. dollars. All amounts due and payable by Client to Farrow under this Agreement must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law.
(b) Client shall pay Farrow for the Fees and applicable taxes due hereunder via check, wire transfer, ACH, or credit card. If Client elects to pay via credit card, Fees and taxes shall be deducted from a credit card account designated by Client. In such event, Client authorizes Farrow to automatically charge the credit card account for the Fees and taxes in advance or as otherwise agreed to by the parties in writing without any further authorization from Client. Client acknowledges that the authorization will remain in effect until Client cancels such authorization by providing written notice to Farrow. If Client’s credit card account on file is closed or the account information is changed, or if, for any reason, a charge is rejected, Client shall immediately update Client’s credit card account or supply a new payment account, as appropriate. If Client is unable to update its credit card account with appropriate information, then Farrow will send an invoice to Client detailing the amount due. Client must pay the amount due in full within seven (7) days after the date of the invoice. Client agrees to notify Farrow in writing of any changes to Client’s account information or termination of its authorization at least thirty (30) days prior to the next billing date. In the event payment dates fall on a weekend or holiday, Client understands that the payments may be executed on the next business day.
(c) Farrow may, without liability to Client, remove access to all or part of the materials and end Services if any Fees and applicable taxes are not paid within forty-five (45) days of such Fees and taxes first becoming due and payable under this Agreement. In the event of the foregoing, Farrow shall not be obligated to provide any or all of the Services until such Fees and applicable taxes are paid in full
(d) In addition to the foregoing, Client shall reimburse Agency for any and all reasonable out-of-pocket expenses (“Expenses”) incurred by, or on behalf of Agency in connection with the Services, provided, however, with respect to such expenses in excess of One Hundred Dollars ($100.00) per item, Agency will obtain the prior written authorization of Client. If any payment under this Agreement is not made within five (5) days after such payment is due then, in addition to the payment of the amount so due, Client shall pay to Agency a “late charge” equal to the lesser of: (a) Two Hundred and No/100 Dollars; or (b) ten percent (10%) of the past due amount.
5. DISPUTE PROCESS
(a) If Client has a bona fide dispute in relation to any portion of the Fees invoiced, Client must pay all invoiced Fees and taxes and shall provide notice to Farrow in writing within thirty (30) days from the date of the invoice. Such notice shall set forth the details surrounding the dispute. The parties shall discuss the disputed Fees within five (5) calendar days of the date of the notice.
(b) When the dispute is resolved, (a) if a payment is owed to Farrow, such payment shall be made within ten (10) business days of the resolution of such dispute or (b) if an amount is owed to Client, Farrow, in its sole discretion, shall either: (i) credit such amount to Client’s account within twenty (20) calendar days of the resolution of such dispute (or within such other timeframe as mutually agreed upon by the parties in writing); or (ii) apply a pro-rated credit amount to Client’s account for the remainder of the then-current term.
(c) For avoidance of doubt, all negotiations pursuant to this Subsection shall be treated as confidential compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations which is not otherwise independently discoverable shall be disclosed to any third party nor offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration or litigation.
(d) Client waives the right to dispute any Fees not disputed within thirty (30) calendar days after the date of the applicable invoice.
6. NO LEGAL ADVICE; ELECTRONIC COMMUNICATION
(a) No legal advice. The Services do not provide legal advice and Farrow is not a law firm. Part of the Services may involve the making of documents, and/or other legal relations and although Farrow attempts to make sure information is accurate and useful, Farrow recommends that Client consults with a lawyer if legal advice is required. Farrow does not offer any legal advice, legal opinions, recommendations, referrals, and/or counseling. Farrow is not involved in agreements between Client and other users or recipients.
(b) Local Laws. The use of the Services may be governed by the laws of different countries or regions, and Client agrees to abide by such local laws. Client agrees that Client’s use of any electronic signatures will be as valid as any manual signatures, if authorized by local law, and Client, not Farrow, will ensure that Client’s use of electronic signatures is in conformance with local laws and regulations.
(c) Electronic Communications. By using the Services, Client agrees to receive certain communications in connection with the Services. The communications between Client and Farrow use electronic means, whether Client uses the Services or sends Farrow emails, or whether Farrow posts notices on the Services or communicates with Client via email. For contractual purposes, Client: (i) consents to receive communications from Farrow in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Farrow provides to Client electronically satisfy any legal requirement that such communications would satisfy if it were to be a hardcopy in writing. The foregoing does not affect Client’s non-waivable rights.
7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
(a) Client’S USE OF THE SERVICES AND ANY DELIVERABLES IS AT ITS SOLE RISK. THE SERVICES, MATERIALS AND DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FARROW AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FARROW DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR DELIVERABLES. ANY MATERIAL THAT Client AND/OR ITS USERS ACCESS AND/OR OBTAINS THROUGH THE SERVICES IS DONE AT Client’S OWN DISCRETION AND RISK. FARROW DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES AND DELIVERABLES WILL BE AVAILABLE WITHOUT INTERRUPTION OR TOTALLY ERROR-FREE, OR THAT ALL DEFECTS (INCLUDING, BUT NOT LIMITED TO, MINOR OR COSMETIC DEFECTS THAT DO NOT SIGNIFICANTLY AND ADVERSELY AFFECT FUNCTIONALITY OR FEATURES) WILL BE CORRECTED. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND Client MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT AND/OR ANY PROPOSAL, FARROW AND ITS SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF FARROW HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM USE OF THE SERVICES AND/OR DELIVERABLES. UNDER NO CIRCUMSTANCES WILL FARROW OR ITS SUPPLIERS AND LICENSORS TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF AND/OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT Client HAS PAID TO FARROW IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM (THE “LIABILITY CAP”). THIS SECTION IS FUNDAMENTAL AND THE SPECIFIC REQUIREMENTS HEREIN SHALL BE CONSIDERED THE BASIS OF THE BARGAIN BETWEEN Client AND FARROW, AND FARROW WOULD NOT BE ABLE TO PROVIDE THE SERVICES OR PERFORM ITS OBLIGATIONS SET FORTH HEREIN WITHOUT Client’S AGREEMENT TO SUCH TERMS.
(c) Exclusions: SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
(A) Client will indemnify, defend and hold Farrow, and its respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from and against any costs, damages, expenses, losses, damages, demands and expenses, including reasonable attorney fees, and liabilities arising out of, and/or relating to, any claim (“Claim”) arising out of or related to: (i) Client’s and its User’s acts and/or omissions; (ii) Client’s and its Users use of the Services; (iii) Client’s and its User’s use of the Services in a manner that violates any applicable law(s); and/or (iv) Farrow’s use of the User Content constitutes infringement, violation, trespass, contravention or breach in the United States of any patent, copyright, trademark, license or other property and/or proprietary right of any third party, and/or constitutes the unauthorized use and/or misappropriation of any trade secret of any third party. Farrow reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, in which event Client will assist and cooperate with Farrow in asserting any available defenses. Client agrees not to settle any matter without the prior written consent of Farrow.
(a) In providing the Services under this Agreement it is expressly agreed that the Farrow is acting as an independent Contractor and not as an employee. The Farrow and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for Farrow during the Term.
(b) Except as otherwise provided in this Agreement, Farrow may, at the Farrow’s absolute discretion, engage a third party to perform some or all of the obligations of Farrow under this Agreement
(a) By Client. Client may, in its sole discretion, cancel this Agreement upon Thirty (30) calendar days prior written notice to Agency. In the event Client exercises the foregoing cancellation right Client will be responsible for, and will pay upon demand, the following (the “WIP Cost”): (a) the prorated portion of the monthly Consulting Fee through the date of cancellation; plus (b) all Billable Expenses incurred by, or on behalf, of Agency through the date of cancellation. Each of the forgoing amounts will be calculated and invoiced to Client by Agency and, absent demonstrable error, will be binding.
(b) By Agency. Agency may, in its sole discretion, cancel this Agreement for Cause (as defined below) upon five (5) calendar days prior written notice to Client. In the event Agency exercises the foregoing cancellation right Client will be responsible for, and will pay upon demand, the WIP Cost through the date of cancellation. Each of the forgoing amounts will be calculated, and invoiced to Client, by Agency and, absent demonstrable error, will be binding. For purposes of this Section, the term “Cause” will mean and include: (i) Client’s failure to pay any amount due to Agency under this Agreement within thirty (30) calendar days of becoming due and payable; or (ii) Client has materially defaulted in its obligations to deliver Client Content and/or Promotion Materials pursuant to this agreement and such default shall either: (A) continue for a period of five days after notice from Agency or (B) in the reasonable discretion of Agency, make it substantively more difficult (if not impossible) to render the Services (or any portion thereof).
(c) Termination for Insolvency. Either party may terminate this Agreement and/or Proposal in the event the other party becomes Insolvent. For purposes of this Subsection., “Insolvent” or “Insolvency” shall mean a party that makes an assignment for the benefit of creditors, has a receiver, trustee, custodian (or similar party) appointed or designated to administer its affairs or otherwise take control of its assets or business operations, becomes a debtor in a voluntary proceeding under any chapter of the United States Bankruptcy Code or any law or statutory scheme relating to insolvency, reorganization or liquidation, or an involuntary petition in bankruptcy, or other insolvency proceeding is filed against a party and is not dismissed within ninety (90) calendar days thereafter.
(d) Termination for Dissolution. Either party may terminate this Agreement and/or Proposal effective immediately upon written notice to the other party if the other party ceases to do business, or otherwise terminates its business operations without a successor.
(e) Upon termination pursuant to this Section, Client will pay all outstanding fees, taxes, charges and expenses owed through the Term of this Agreement and/or the applicable Proposal as if such Agreement and/or Proposal had not been terminated. For the avoidance of doubt, any pre-paid fees and taxes are non-refundable.
11. CONFIDENTIAL INFORMATION:
(a) The party (in such capacity, the “Receiving Party”) receiving Confidential Information (as defined below) agrees to: (i) hold the Confidential Information provided by the party furnishing it (in such capacity, the “Disclosing Party”) in strict confidence; (ii) limit disclosure of such Confidential Information to the Receiving Party’s own employees having a need to know information in connection with the Services; (iii) inform all of its employees, officers, directors and agents who have access to any Confidential Information of the existence of this Agreement and insure that all such person keep and use the Confidential Information consistent with the terms of this Agreement; (iv) not disclose any such Confidential Information to any third-party; (v) use the Disclosing Party’s Confidential Information solely and exclusively in accordance with the terms of this Agreement; (vi) afford the Disclosing Party’s Confidential Information at least the same level of protection against unauthorized disclosure or use as the Receiving Party normally uses to protect its own information of a similar character, but in no event less than reasonable care; and (vii) notify the Disclosing Party promptly of any unauthorized use or disclosure of such Confidential Information and cooperate with and assist the Disclosing Party in every reasonable way to stop or minimize such unauthorized use or disclosure.
(b) Confidential Information will remain the property of the Disclosing Party, and the Receiving Party will not be deemed by virtue of this Agreement or any access to the Disclosing Party’s Confidential Information to have acquired any right or interest in or to any such Confidential Information. The Parties hereby acknowledge and agree that the provisions of is Agreement shall apply to any and all Confidential Information now, previously or hereinafter provided by a Party to the other Party.
(c) For purposes of the foregoing, “Confidential Information” shall mean any and all proprietary information, whether copyrighted or not, which relates to a party’s business, belongs to a party, or is otherwise in the possession or control of a party, including without limitation: information concerning the business models and processes developed and used by a party and all written materials relating thereto; research and development projects; facts relating to sales, marketing, financial matters and Clients; Client lists; prospect lists; and other trade secrets.
(d) Notwithstanding the foregoing or anything contained herein to the contrary, Client hereby consents to the use of Client’s name and/or logo in connection with any advertising, marketing, or other promotional materials of Agency.
12. INTELLECTUAL PROPERTY RIGHTS:
(a) Custom Materials. Client shall own all deliverables, content, and other materials and documentation developed by Agency specifically and exclusively for Client in connection with the Services (the “Custom Materials”) and, pursuant to this Agreement, Consultant assigns, conveys and transfers to Client all right, title and interest in and to the Custom Materials including, but not limited to, all intellectual property rights subsisting therein.
(b) Retained Components. Agency retains all right, title and interest in and to all pre-existing materials not developed exclusively and specifically for Client under this Agreement, including without limitation all copy, artwork, graphics, copyrights, trade secrets, trademarks, patents, drawings, diagrams, specifications, reports, formulae, recipes, technical data, software models, computer programs, books, records, manuals as Agency’s retained components (collectively the “Retained Components”). Notwithstanding the foregoing, Agency grants to Client a non-exclusive, perpetual, royalty-free license to use, reproduce, modify, publicly perform and display the Retained Components in connection with the Custom Materials as necessary.
Client agrees to indemnify, save and hold harmless Agency (and it’s agents) from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party with respect to: (a) any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement; (b) the use of Client Content (if any) and/or Promotion Materials (if any) whether as part of Services, the Custom Materials or otherwise; or (c) Client’s use of any of the Services (including without limitation any Custom Materials) for any purpose not identified in this Agreement and/or in a manner which infringes on the rights of others.
(a) Relation of Parties. The performance by Agency of its duties and obligations under this Agreement shall be that of an independent Farrow, and nothing herein shall be construed to imply or create the impression that Agency is an employee or agent of Client, nor shall this Agreement constitute a joint venture or partnership between the parties.
(b) Waiver and Amendments. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless consented to by both parties in writing. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. No failure or delay by either party in exercising any rights, powers, or remedies under this Agreement shall operate as a waiver of any such right, power, or remedy.
(c) Counterparts. This Agreement may be executed in counterparts. Each such executed counterpart shall be deemed an original hereof and all such executed counterparts shall together constitute one and the same instrument. Copies of signatures transmitted by facsimile, email, or any other electronic method, shall be considered authentic and binding.
(d) Entire Agreement. This Agreement (together with all Exhibits attached hereto) constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings (whether verbal or written), if any, with respect thereto. No representations or statements of any kind made by either party, which are not expressly stated in this Agreement, shall be binding on such parties.
(e) Prevailing Party. If suit is brought (or arbitration instituted) or an attorney is retained by any party to this Agreement to enforce the terms of this Agreement, or to collect money damages for breach hereof, the substantially prevailing party shall be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney fees, court costs, costs of investigation and other related expenses incurred in connection therewith.
(f) Notice. All notices, requests and demands hereunder shall be in writing and: (i) made to a party at the address identified in the proposal, or to such other address as a party may designate by written notice to the other parties in accordance with this provision, and (ii) deemed to have been given or made: (A) if delivered in person, immediately upon delivery; (B) if by nationally recognized overnight courier service with all delivery fees prepaid and with instructions to deliver the next business day, one (1) business day after sending; and (C) if by certified mail, with all postage fees paid and return receipt requested, five (5) days after mailing.
(g) Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement and the transactions evidenced thereby are governed by and are to be construed under the laws of the State of New York. The parties hereby irrevocably agree that: (a) any action or proceeding arising out of or relating to this Agreement shall be commenced in any court of competent jurisdiction in the state of New York; (b) summons and complaint commencing an action or proceeding in any such court shall be properly served and shall confer personal jurisdiction if served personally or by registered mail as provided in this Agreement, or as otherwise provided under the laws of the State of New York; and (c) to the fullest extent permitted by law, such party hereby waives its right to a jury trial for any claims that may arise out of this Agreement.
(h) Any provision of this Agreement and Proposal which, by its nature, would survive termination of this Agreement and Proposal will survive any such termination of this Agreement and/or Proposal.
(i) Notwithstanding any other provision of this Agreement and/or any Proposal to the contrary, neither party is liable for any failure to perform, or delay in performing any particular obligations under this Agreement where the failure or delay arises from any cause or causes beyond its reasonable control, including without limitation fire, flood, earthquake, elements of nature, acts of God, acts of war, terrorism, riots, civil disorders, or rebellions (“Force Majeure Event”). In the event of a Force Majeure Event, the parties agree to meet and discuss how to resolve the issue. Either party may terminate this Agreement and the applicable Proposals by giving the other party written notice if the other party fails to perform those obligations for three (3) continuous months due to such Force Majeure Event. This Subsection does not apply to earlier sections, or any obligation to pay money, or any obligation that is unaffected by the Force Majeure Event.
(j) Farrow and Client have negotiated this Agreement and each party’s legal counsel has had the opportunity to review this Agreement. Farrow and Client agree that any rule of construction or interpretation requiring resolution of any ambiguities in this Agreement against the drafting party will not apply in the construction or interpretation of this Agreement.
(k) In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
(l) Client acknowledges and agrees that the Services provided by Farrow are not exclusive to Client and that Farrow may provide such Services to other entities.
(m) The headings and titles of the Sections of this Agreement are not part of this Agreement but are for convenience only and are not intended to define, limit, or construe the contents of the provisions contained herein.