This Agreement is in the English language only, which language shall be controlling in all respects. Any versions of this Agreement in any other language will be for accommodation only and will not be binding upon either party. All communications and documentation for the Service to be furnished under this Agreement shall be in the English language. Any notice, report, approval or consent required or permitted hereunder shall be in writing and shall be deemed to have been given if (i) delivered personally; (ii) mailed by registered air mail postage prepaid; or (iii) sent by facsimile followed by a hard-copy confirmation, to the respective addresses of the parties set forth below or as may be otherwise designated by like notice from time to time.

Company agrees to comply with U.S. export laws and regulations pertaining to the export of technical data, services and commodities, including the International Traffic in Arms Regulations (22 C.F.R. § 120 et seq.), the Export Administration Regulations (15 C.F.R. § 730 et seq.), the regulations administered by the Treasury Department’s Office of Foreign Assets Control (31 C.F.R. § 500, et seq.), and the Anti-Boycott Regulations (15 C.F.R. § 760). The parties shall cooperate with each other to facilitate compliance with these laws and regulations. Company understands that sharing controlled technical data with non-U.S. persons is an export to that person’s country of citizenship that is subject to U.S. export laws and regulations, even if the transfer occurs in the United States. Company shall obtain any necessary U.S. government license or other authorization required pursuant to the U.S. export control laws and regulations for the export or re-export of any commodity, service or technical data covered by this Agreement.

The Company, its officers and directors, the personal representative of any deceased stockholder], and all other parties bound by this Agreement shall promptly execute and deliver any and all papers or instruments necessary or desirable to carry out the provisions of this Agreement.

The corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and to an advancement of expenses, to any person who was or is a party or is threatened to be made a party to or is otherwise involved in any proceeding by reason of the fact that he is or was an employee or agent of the corporation or is or was serving at the request of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

In the event COMPANY terminates a Statement of Work, or this Agreement, for any reason, in preparation for the discontinuation of any Services provided under this Agreement or the affected Statement of Work, Consultant shall, consistent with its obligations to provide Services hereunder and with the cooperation and assistance of COMPANY, use commercially reasonable efforts to provide such knowledge transfer services and to take such steps as are required in order to facilitate a smooth and efficient transition and/or migration of Services to COMPANY (or at COMPANY’s direction, to a third party) and responsibilities so as to minimize any disruption of services (“Transition Assistance”). COMPANY shall cooperate with Consultant to allow Consultant to complete the Transition Assistance as early as is commercially reasonable to do so but in no case later than five (5) business days. Fees for any Transition Assistance shall be determined in accordance with Consultant’s standard rates applicable to the Services that are most similar in nature to the Transition Assistance being so provided, as set forth on the applicable Statement of Work.