Staffing Service Agreement
STAFFING SERVICE AGREEMENT FOR NOWSTA TALENT MARKETPLACE (Updated December 23, 2025)
THIS STAFFING SERVICES AGREEMENT (“SSA” OR “AGREEMENT”) APPLIES TO ALL SERVICES WHICH MAY BE REQUESTED OR FULFILLED VIA THE NOWSTA TALENT MARKETPLACE (“Marketplace”). A SUBSCRIBER LOOKING FOR WORKERS (“Customer”) MAY MAKE A REQUEST FOR SERVICES AND A STAFFING AGENCY (“Agency”) MAY DECIDE TO PROVIDE SERVICES TO CUSTOMER IN CONNECTION WITH A REQUEST MADE VIA THE MARKETPLACE.
YOUR USE OF THE MARKETPLACE INDICATES THAT YOU ACCEPT THE TERMS OF THIS AGREEMENT. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT AND THAT “YOU” AND “YOUR” WILL REFER TO THAT COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THIS AGREEMENT OR DO NOT HAVE THE AUTHORITY SPECIFIED ABOVE, DO NOT REQUEST OR PROVIDE SERVICES VIA THE MARKETPLACE.
For clarity, Nowsta, Inc. and its Affiliates (“Nowsta”) are not a party to this Agreement and the Parties’ relationship with Nowsta is governed by each Party’s agreement with Nowsta. Nowsta has no liability to either Party in connection with this Agreement or any activities conducted in connection herewith. Customer and Agency are each referred to as a “Party” and both collectively referred to as the “Parties”.
1. DEFINITIONS.
As used herein, the following capitalized terms shall have the meanings set forth below:
1.1 “Affiliate” means any entity which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with a Party to this Agreement, by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of such party, for as long as such control exists.
1.2 “Confidential Information” means non-public information which one party (“Discloser”) may disclose to the other party (“Recipient”) in connection with this Agreement including: (a) all data related to each Party’s customers, personnel and Workers; (b) the terms of this Agreement; (c) any commercial, financial, marketing, business, technical or other data, security measures and procedures, know-how, trade secrets or other information that: (i) in the case of information in tangible form, is marked “confidential” or “proprietary;” (ii) in the case of information disclosed orally, visually or any other intangible form, is designated confidential or proprietary at the time of disclosure, and if disclosed orally, is summarized in reasonable detail in a writing delivered to the Recipient within ten (10) days following disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary; and (d) any reproduction of such information in any form or medium, or any part of such information.
1.3 “Nowsta Platform” means Nowsta’s cloud-based workforce management platform which the Parties each have a subscription to use, and which provides the Parties access to the Marketplace.
1.4 “Request” means a request by Customer for staffing resources from Agency to support a project via the Marketplace.
1.5 “Services” means those services an Agency agrees to provide to Customer pursuant to a Work Order.
1.6 “Worker” means the person provided by Agency to perform the Services specified in a Work Order.
1.7 “Work Order” means the work order generated when Agency accepts a Request for Staffing Services as a result of a match in connection with use of the Marketplace.
2. PROVISION OF SERVICES AND WORKERS.
2.1 Agency Obligations. Agency shall provide flexible staffing for Customers by providing Workers as further described in Work Orders referencing this Agreement. Agency will be licensed and in compliance with all statutory and regulatory requirements in its location of operation, agrees that it and its Workers will comply with all national, federal, state, provincial, local, and municipal employment laws, and all other applicable laws and regulations. Agency will screen, interview and reference check Workers, and will comply with any other pre-assignment screening criteria specified herein or in the Request and associated Work Order. Screening may include interviews, reference checks, background checks, basic criminal history checks, completion/maintenance of I-9 forms, and e-Verification confirmations. In the event Customer requests drug testing of Workers, Agency shall perform such testing at any Customer’s expense. Agency shall comply with all legal requirements in performing any investigation and checks, including but not limited to, any notice to Workers required by law. Agency shall only provide Workers who have not been convicted on a charge of either: (a) fraud, deceit or theft, including but not limited to embezzlement; or (b) assault or battery, or any more serious charge of physical harm. Agency assumes full and sole responsibility for all acts or omissions of Workers as if performed by Agency. Agency shall have enforceable agreements in place with all Workers sufficient to ensure compliance with Agency’s obligations hereunder. In addition, Agency is responsible for the payment of all compensation and expenses of Workers, and for all income tax, unemployment insurance, social insurance, disability insurance and other applicable withholdings. Agency will indemnify Customer for any taxes, expenses and fines that are imposed on Customer as a result of Agency’s breach of this obligation. Agency warrants that all Workers it provides to Customer are eligible for employment in the United States, are qualified to perform Services specified in the applicable Work Order and meet any classification requirements specified in the Work Order (1099 vs. W-2). Agency shall be liable for any damages or claims arising in connection with providing Workers that fail to meet the classification requirements in a Work Order and shall indemnify Customer in connection with such claims.
2.2 Work Orders. Each Work Order shall be consistent with the applicable Request (unless otherwise agreed upon by the Parties in the applicable Work Order) and shall contain a description of: (a) any required or preferred qualifications and classifications of the Worker; (b) the essential duties to be performed by the Worker; (c) the pay rate of Workers assigned and the dates of such assignment; and (d) any other information necessary to assist Agency in providing Workers and performing the Services. Each Work Order shall form a part of this Agreement and shall be subject to the terms and conditions set forth herein. In the event of any conflict between the terms of this Agreement and the terms of a Work Order, the terms of this Agreement shall control.
2.3 Performance. Agency shall use best commercial efforts to ensure that the Services are performed in accordance with industry standards and the requirements of the Work Order. Customer will provide Workers with access to facilities, equipment, and systems as is reasonably necessary to enable Workers to perform the applicable Services. Customer shall provide Agency with a copy of any written workplace policies, and Agency shall be responsible for its Workers’ adherence to such policies. Customer shall have the right to immediately remove any Worker who violates any such workplace policies and shall provide prompt notice to Agency of any such removal and the reasons therefor. In addition, Customer may request that a particular Worker not be assigned to Customer for any lawful reason. Agency shall be responsible for informing the Worker of the termination of the assignment for Customer.
2.4 Change Procedures and Work Order Cancellations. Customer may request the ability to modify the scope of the Services by notifying Agency of the requested change in writing (a “Change Request”). If Agency accepts a Change Request, then the Work Order shall be amended to reflect such changes. Customer may cancel a Work Order subject to its payment of the following cancellation fees: If a shift is cancelled less than 24 hours before the shift is scheduled to start, Customer will be charged for 4 hours of pay for each Worker that was confirmed for the shift. The 4 hours of pay will be charged at the agreed upon bill rate for the shift. If a Worker arrives on-site for a shift that was booked on the incorrect date, Customer will be charged for 4 hours of pay for each Worker that arrived on site for the shift. The 4 hours of pay will be charged at the agreed upon bill rate for the shift. A cancellation fee will not apply in the following circumstances: (a) if the shift is cancelled more than 24 hours in advance of the shift’s scheduled start time; (b) if there is no Worker confirmed for the shift that is getting cancelled, even if the shift is cancelled within 24 hours of the shift’s scheduled start time; or (c) if the shift needs to be cancelled due to a weather-related emergency, then Agency will waive the cancellation fee.
3. INVOICING AND PAYMENT.
3.1 Invoices. Agency will ensure that Workers clock in and out of their shifts and keep accurate time records. Agency will invoice Customer every other week for all Services provided during such period unless a different timing for invoices is agreed to in the Work Order. Timekeeping and invoicing may be processed via the Nowsta Platform or other such other mechanism as agreed upon by the Parties. Agency’s invoices will include such information as is reasonably necessary for Customer to verify the accuracy of the invoiced amounts, including hours worked by each Worker and the applicable hourly rate per the Work Order. The hourly fee specified in the Work Order is inclusive of all amounts, including but not limited to all Workers’ hourly wages, benefits, social welfare contributions, administration costs and taxes, but excluding any sales tax (which shall be invoiced as a separate line item). Customer shall pay each undisputed invoice for Services (or the undisputed portion of any invoice) within ten (10) days after receipt of invoice (unless a different timeframe for payment is agreed to in the Work Order). All rates are in US Dollars. Customer agrees that it will notify Agency within five (5) days of receipt of any invoice of any disputed amount. The Parties will work in good faith to promptly resolve such disputed amount and to agree on a revised invoice, as appropriate.
3.2 Records & Audit. Agency shall keep all usual and proper records related to this Agreement consistent with generally accepted accounting practices (“Records”). During the Term and for a period of four (4) years thereafter, Customer shall have the right, upon seven (7) days’ written notice, to audit Agency’s Records as is reasonable for the purpose of verifying payments and compliance under this Agreement, provided that any such audits shall be conducted during Agency’s normal business hours and in such a manner as to not unreasonably interfere with the normal business operations of Agency. Any such audit shall be paid for by the Customer unless Material Discrepancies are disclosed. “Material Discrepancies” mean an overpayment of three percent (3%) or higher between amounts billed to (or reimbursed by) Customer and Agency’s Records. If Material Discrepancies are discovered, Agency agrees to: (a) reimburse Customer for the reasonable costs associated with the audit; (b) promptly correct any deficiencies detected in the audit; and (c) promptly refund any overpayments discovered by such audit.
4. INSURANCE.
Agency will maintain insurance coverage as follows, with Customer named as an additional insured: (a) Commercial General Liability: $1,000,000 per occurrence/$2,000,000 aggregate; (b) Employment Practices Liability: $1,000,000; (c) Workers’ Compensation: $500,000 or Statutory Limits; (d) Automobile Insurance: $1,000,000; (e) Employer’s Liability: $1,000,000; (f) Employee Theft/Crime: $500,000; and (g) Excess Umbrella: $2,000,000. All insurance policies will include a provision requiring the insurance company to provide Agency with 30 days’ notice of cancellation or expiration and a 10-day notice of cancellation for non-payment of premium, and Agency shall promptly inform Customer of any such event. All insurance companies must have an A.M. Best rating of A– / VI or better. Upon request, Agency shall furnish Customer with a Certificates of Insurance evidencing such coverage prior to the commencement of Services hereunder and shall continue to provide Customer with subsequent Certificates of Insurance evidencing uninterrupted compliance with this insurance requirement until the termination of this Agreement. Agency shall waive, and cause its insurance carrier to waive, any right of subrogation to be asserted against Customer with respect to workers’ compensation, general liability and commercial automobile coverage that are not the result of the gross negligence, recklessness or willful misconduct on the part of Customer.
5. RELATIONSHIP OF THE PARTIES.
5.1 Independent Contractor. Agency is an independent contractor and neither it nor its Workers are agents or employees of Customer by contract or otherwise. This Agreement shall not be construed as creating an agency, partnership, joint venture, or any other form of association, for tax purposes or otherwise, between the Parties. Neither Party shall have the authority or power to act as the agent of the other Party or otherwise to bind or obligate the other Party without its prior written consent. Customer and Agency acknowledge and agree that: (a) all Workers are employees or contractors of Agency, and not of Customer and Agency will be deemed to be the employer of record; (b) there shall be no co-employment or joint employment between Agency and the Customer; and (c) all Workers shall be supervised by Agency and Agency will provide at Customer’s request, lead employees or supervisors to provide supervision and direction, as determined by any Work Order.
5.2 Non-Solicitation. Neither Party shall, directly or indirectly, solicit, hire, or engage—outside of the Marketplace—any employee or worker of the other Party, including but not limited to individuals introduced or sourced through the Marketplace, regardless of classification (e.g., W-2, 1099, temporary, or contract worker). This includes any attempt to circumvent the Nowsta Platform and Marketplace by engaging such individuals directly or through third parties. This restriction shall not apply in cases where: (a) the Worker has completed the minimum number of hours of work as specified by the Agency, or (b) the Customer has agreed in writing to pay a buyout fee as mutually agreed upon by the Agency and the Customer. In the event of a violation of this provision, the offending Party agrees to pay the non-offending Party an amount equal to 350 hours multiplied by the then-current hourly bill rate of the affected Worker, unless otherwise agreed upon in writing by the Parties. This provision does not apply if the Worker independently applies to a publicly posted job without any solicitation or encouragement from the offending Party.
6. CONFIDENTIAL INFORMATION.
6.1 General. By virtue of this Agreement, Discloser may disclose to Recipient Confidential Information of Discloser. Recipient agrees not to disclose the Discloser’s Confidential Information to any third party other than as set forth herein for a period of five (5) years from the date of termination or expiration of this Agreement, provided, (a) that trade secret information will be held in confidence until such information no longer qualifies as a trade secret under applicable law, and (b) it will protect the confidentiality of personal data of Workers consistent with applicable laws and regulations, including but not limited to those related to data privacy. Each Party may disclose Confidential Information only to those employees, agents or subcontractors who need to know such information and are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Recipient may disclose Discloser’s Confidential Information in any legal proceeding or to a governmental entity as required by law provided that Recipient provides prompt written notice thereof to Discloser (to the extent legally permitted) and assistance to enable Discloser to seek a protective order or otherwise prevent or restrict such disclosure.
6.2 Exceptions. Notwithstanding Section 6.1, the following shall not be deemed Confidential Information: (a) information that was in the public domain at the time of its disclosure, or which becomes public domain property through no fault of Recipient; (b) information that was rightfully in Recipient’s possession without restriction prior to disclosure; (c) information that was rightfully disclosed to Recipient by a third party without restriction; and (d) information that was independently developed by employees and/or contractors of Recipient who did not have access to and without use of or reference to Discloser’s Confidential Information.
6.3 Injunctive Relief. It is understood and agreed that notwithstanding any other provision of this Agreement, a breach by either Party of this Section 6 may cause the other Party irreparable damage for which recovery of money damages might be inadequate, and that the other Party shall therefore be entitled to seek timely injunctive relief, without posting bond, to protect such Party’s rights under this Agreement, in addition to all other remedies available at law or equity.
6.4 Return of Confidential Information. On Discloser’s written request or upon expiration or termination of this Agreement for any reason, Recipient will promptly return or securely destroy, at Discloser’s option, all of Discloser’s Confidential Information in any form or media and provide a written statement to Discloser certifying the return or destruction of such Confidential Information, provided that a Party may maintain in confidence and consistent with the terms of this Agreement, information it is required to maintain for its recordkeeping or legal purposes or in connection with the electronic backup of its systems until such time as such information can be deleted.
6.5 Data Protection. Each Party will, at its own expense, comply with all legal and regulatory requirements in relation to the use or processing of personal information and will protect all personal information in accordance with applicable privacy laws, including without limitation, the California Consumer Privacy Act of 2018.
7. WARRANTIES AND LIABILITY.
7.1 Warranties. Customer and Agency both represent that each is authorized to enter into this Agreement and are not parties to any other agreement, contract or understanding that would prevent, hinder or limit the performance of this Agreement or subject the other to liability to a third party for entering into this Agreement. Further, each represents that it is not presently a party to any pending claims or litigation that might affect its performance of this Agreement. Except as specifically set forth otherwise in this Agreement, and to the maximum extent permitted by law, each Party disclaims all warranties, express, implied or statutory, with respect to the obligations undertaken in this Agreement, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and warranties arising from a course of dealing, usage or trade practice.
7.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR SPECIAL DAMAGES (INCLUDING LOST PROFITS, LOST DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES) AND/OR PUNITIVE DAMAGES, HOWEVER CAUSED AND WHETHER SUCH DAMAGES ARE BASED IN TORT, CONTRACT, OR OTHERWISE, AND WHETHER OR NOT THE SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Agency be responsible or liable to Customer or any third-party for: (a) a failure of Customer to safeguard its premises or provide a safe workplace; (b) claims resulting from Customer requesting or permitting Workers to use any motorized vehicle regardless of ownership, in connection with the performance of Services; (c) assignment of Workers to duties different from their original agreed-upon duties as specified in the Work Order or (d) the acts or omissions of Company’s employees or workers.
8. INDEMNIFICATION.
8.1 By Agency. Agency shall indemnify, defend and hold harmless Customer, its officers, directors, agents, employees, successors and assigns (“Customer Parties”) from and against any and all claims, settlements, judgments, liabilities, damages, losses, costs, suits and expenses of any nature whatsoever (“Claims”), including reasonable attorneys’ fees (and fees incurred in enforcing this provision), arising out of, based upon or in connection with: (a) a breach of this Agreement by Agency or any of its officers, employees (including Workers on assignment), agents, and/or representatives (collectively, “Agency Parties”); (b) the failure of Agency Parties to comply with applicable laws, rules, regulations, or orders; (c) any negligent act or omission or intentional misconduct on the part of any Agency Parties; (d) breach of any representation, warranty or obligation of Agency contained in Section 4 regarding insurance; or (e) any Claim asserted against Customer by any Worker or, in the event of death, by their personal representatives, including for workers’ compensation benefits or personal injury claims for job-related bodily injury or death, employment- related claims (including but not limited to wage- and-hour claims; discrimination, harassment, or retaliation claims; or other contract, tort, or equitable claims), or any other claims relating to any Workers’ performance of Services on behalf of Agency hereunder. Such liabilities shall include, but not be limited to, those which are attributable to personal injury, sickness, disease or death; and/or result from injury to or destruction of real or personal property including loss of use thereof, theft, misuse or misappropriation. If Customer provides notice of a Claim to which it is entitled to indemnification and is not notified within 10 days thereafter that the Agency intends to defend the Claim, or at any time thereafter fails to diligently defend or settle the Claim, Customer shall be entitled to defend such Claim, and settle or compromise such Claim, subject to the indemnification provided for herein. However, Agency shall not be required to indemnify and defend Customer from any Claim to the extent such Claim results from the negligence, fraud, or willful misconduct of Customer and its personnel.
8.2 By Customer. Customer shall indemnify, defend, and hold harmless Agency, its officers, directors, agents, employees, successors and assigns from, and against any Claims, including reasonable attorneys’ fees and fees incurred in enforcing this provision, arising out of, based upon or in connection with: (a) Customer’s (or its employees, agents or vendors) negligence and/or willful misconduct; (b) Customer’s breach of the Agreement; (c) Customer’s violation of law or failure to discharge its duties and responsibilities set forth in the Agreement. The indemnity requirements set forth herein survive the termination or expiration of this Agreement. However, Customer shall not be required to indemnify and defend Agency from any Claim to the extent such Claim results from the negligence, fraud, or willful misconduct of Agency and its personnel.
9. TERM AND TERMINATION.
9.1 Term. The term of this Agreement is from the Effective Date until the earlier of: (a) either Party’s termination or expiration of their access to the Nowsta Marketplace, or (b) termination pursuant to Sections 9.2 or 9.3 (the “Term”).
9.2 Termination for Convenience. Either Party may terminate this Agreement at any time without cause or reason where there are no active Work Orders in effect, by providing the other Party with thirty (30) days’ prior written notice. The Parties both acknowledge that such period is adequate to allow it to take all actions required to adjust its business operations in anticipation of termination.
9.3 Termination for Cause. Either Party shall have the right, in addition and without prejudice to any other rights or remedies, to terminate this Agreement: (a) upon written notice of material breach of this Agreement by the other Party, which breach is not cured within thirty (30) days of receipt by the Party in default of a written notice specifying the breach; or (b) effective immediately upon written notice if: (i) all or a substantial portion of the assets of the other Party are transferred to an assignee for the benefit of creditors or to a receiver or to a trustee in bankruptcy; (ii) a proceeding is commenced by or against the other Party for relief under the bankruptcy or similar laws, and such proceeding is not dismissed within sixty (60) days; or (iii) the other Party is adjudged bankrupt.
9.4 No Election of Remedies. The election by either Party to terminate this Agreement in accordance with its terms shall not be deemed an election of remedies, and all other remedies provided by this Agreement or available at law or in equity shall survive any termination.
9.5 Effect of Termination. Upon the expiration or termination of this Agreement, Agency shall provide a final invoice to Customer and Customer shall pay for all Services performed through the termination date. This Agreement is being executed by the Parties with the understanding that it may be terminated as specified herein and that Work Orders may not be entered into by the Parties. Neither Party shall be liable to the other, whether for compensation, reimbursement for investments or expenses, lost profits, or goodwill, direct, indirect, incidental, consequential, or special damages, or damages of any other kind or character, because of any termination of this Agreement as provided hereunder. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, confidentiality, indemnification, payment, ownership of data, and others which by their nature are intended to survive.
10. DISPUTE RESOLUTION, GOVERNING LAW.
10.1 Disputes. The Parties agree in the event any dispute arises between them, they will first attempt to resolve it collegially and in good faith. If that is not successful, then the Parties may choose to engage in voluntary mediation. The Parties agree that if any dispute cannot be resolved informally or through mediation, then such controversy or claim, shall be mandatorily settled by arbitration administered by the Judicial Arbitration and Mediation Service, Inc. (“JAMS”), under the Streamlined Arbitration Rules and Procedures in New York, New York unless the Parties mutually agree to another location. This arbitration agreement and these provisions shall be governed by, and construed and interpreted, in accordance with the Federal Arbitration Act. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Regardless of the amount of money at issue in any arbitration, and notwithstanding JAMS Rules to the contrary, the arbitration shall be decided by a single arbitrator who is a neutral, retired state or federal judge. No damages inconsistent with the terms of this Agreement may be awarded, and costs of any arbitration shall be equally divided, with no shifting of attorney’s fees to the non-prevailing Party. No class action or collective claims may be submitted for arbitration or considered by the Arbitrator. The arbitration proceedings and results therein shall be kept confidential, unless it becomes necessary for a Party to seek court action and assistance to enforce any award. The arbitrator and not a court shall be authorized to determine arbitrability. IN THE EVENT ANY DISPUTE IS DETERMINED NOT ARBITRABLE BY THE ARBITRATOR, THEN THE PARTIES EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH PROCEEDING. Notwithstanding anything to the contrary contained herein, formal proceedings may be commenced at any time in a court of competent jurisdiction: (a) in the event the dispute relates to intellectual property issues; or (b) if the matter is one where injunctive or other equitable remedies may be sought.
10.2 Governing Law. This Agreement will be governed and construed under the laws of the State of New York and the United States of America without regard to conflicts of law provisions.
11. COMPLIANCE WITH LAWS.
The Parties shall both comply with all applicable local, state, provincial, national and foreign laws, treaties and regulations in connection with its activities under this Agreement.
12. FORCE MAJEURE.
Neither Party be responsible for failure or delay of performance to the extent caused by an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated Party; government restrictions (including, without limitation, an embargo, economic sanction or the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated Party. Both Parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either Party may cancel unperformed Services and the applicable Work Order upon written notice. This Section does not excuse either Party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Customer’s obligation to pay for the Services previously rendered.
13. MISCELLANEOUS.
13.1 Notices. Any notice required under this Agreement shall be provided to the other Party in writing at the address specified in the applicable Work Order. Notices shall be deemed delivered as follows: (a) by personal delivery when delivered by hand, (b) by registered or certified mail, postage prepaid, return receipt requested, five (5) days after deposit in the mail, (c) by overnight courier upon written verification of receipt, or (d) by confirmed fax or email upon receipt.
13.2 Assignment. This Agreement shall inure to benefit and bind the Parties hereto, their successors and assigns, but neither Party may assign this Agreement without written consent of the other, except to an Affiliate or the successor of all or substantially all of such Party’s business or assets to which this Agreement relates.
13.3 Severability. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.
13.4 Amendment and Waiver. This Agreement shall not be modified or amended, except as expressly set forth herein, or in writing and signed or accepted electronically by the Party against whom the modification, amendment or waiver is to be asserted.