| da9d82735c58ff07… | The agreement constitutes the entire agreement and understanding among the parties and supersedes all prior oral or written agreements and understandings relating to the same subject matter. | active | contextual | yes | |
| 5fee1fdbed302b7e… | The agreement may be executed in any number of counterparts, and each counterpart is treated as an original with the same legal effect as if all signatures appeared on the same instrument. | active | contextual | yes | |
| c1a5154f27825ebe… | If any provision of the agreement is held invalid, illegal, or unenforceable, that provision must be revised and interpreted to achieve its objective as fully as applicable law permits so that the remaining provisions continue in full force and effect. | active | contextual | yes | |
| a64fc1500c5596a2… | The signature block identifies Zeroth Agents, Inc. and the customer as the signing parties, and each side includes fields for signature, name, title, date, and address for notice. | active | contextual | yes | |
| fcd2d26ff0ce2dd7… | No rule of construction may be applied against a party merely because that party was responsible for preparing the agreement. | active | contextual | yes | |
| 6deede1dc4be8cda… | Any monetary amount stated in the agreement is denominated in U.S. dollars unless otherwise specified. | active | contextual | yes | |
| 35bd88c2c1e701f6… | The terms “includes,” “including,” “for example,” “such as,” and similar expressions are not words of limitation in the agreement’s interpretation. | active | contextual | yes | |
| a94568ddc6eff705… | When a term is defined as one part of speech in the agreement, it carries a corresponding meaning when used as another part of speech, such as from noun to verb. | active | contextual | yes | |
| 80d6a3e4f0f02cbe… | In interpreting the agreement, singular terms include the plural and plural terms include the singular so that number usage does not limit meaning. | active | contextual | yes | |
| 8f85b433a4797751… | Headings in the agreement are included only for reference purposes and must not be used to construe or interpret the agreement. | active | contextual | yes | |
| 016f9520792c5d3b… | The agreement benefits and binds the parties’ successors and permitted assigns because it expressly states that it shall inure to them. | active | contextual | yes | |
| cdc28322ddc667ca… | Either party may assign or transfer the agreement without the other party’s consent to an affiliate or in connection with a change of control, sale of all or substantially all assets, or operation of law. | active | contextual | yes | |
| 5efe0bc0039a9e69… | Neither party may assign, sublicense, or otherwise transfer the agreement or its rights or obligations without the other party’s prior written consent, and that consent must not be unreasonably withheld or delayed. | active | contextual | yes | |
| 453c4f1a8b551071… | If a force majeure event causes a party’s failure or delay in performance for more than thirty consecutive days, the other party may terminate the agreement by giving written notice to the affected party. | active | contextual | yes | |
| 61d569fd33c1b476… | Except for payment obligations, a party is not liable for failure or delay in performing its obligations when the cause is beyond that party’s reasonable control, provided the party gives written notice and uses reasonable efforts to overcome the circumstances. | active | contextual | yes | |
| 38e56c116ec01e0d… | Neither party has authority to contract for or bind the other party in any manner under the agreement because the parties are independent contractors rather than agents of one another. | active | contextual | yes | |
| bdd4e542bc56d40c… | The relationship between the parties is that of independent contractors so that nothing in the agreement creates an agency, partnership, joint venture, joint enterprise, or employment relationship. | active | contextual | yes | |
| b557dde4753c8dd5… | The parties do not grant rights or remedies under the agreement to any person or entity other than the parties themselves and their respective successors and permitted assigns. | active | contextual | yes | |
| 101b0c385b266b6f… | The agreement may be modified or amended only by a writing signed by a duly authorized representative of each party that expressly identifies the sections being changed so that no other act, usage, or custom can amend the agreement. | active | contextual | yes | |
| d9a27aaf429cdf69… | The agreement constitutes the entire agreement and understanding among the parties regarding its subject matter so that all prior oral or written agreements and understandings on that subject are superseded. | active | contextual | yes | |
| 4be707b6ba341eb2… | The agreement may be executed in any number of counterparts, and each counterpart is treated as an original with the same effect as if all signatures appeared on the same instrument. | active | contextual | yes | |
| 0e8566a85e255fd5… | If any provision of the agreement is held invalid, illegal, or unenforceable, that provision must be changed and interpreted to achieve its objective to the greatest extent permitted by applicable law so that the remaining provisions continue in full force and effect. | active | contextual | yes | |
| c740e8c19d43d9c7… | No act, usage, or custom other than the specified signed writing will be deemed to amend or modify the Agreement so that informal conduct cannot change the contract terms. | active | contextual | yes | |
| ed24ea430c1bd95d… | The Agreement may be modified or amended only by a writing signed by a duly authorized representative of each party that expressly states the sections being modified so that amendments are formal and specific. | active | contextual | yes | |
| 31721f0e4b1b3321… | The Agreement may be signed in any number of counterparts, and each counterpart is treated as an original with the same effect as if all signatures appeared on the same instrument. | active | contextual | yes | |
| 9c7f1c29442a833b… | When a provision is held invalid, illegal, or unenforceable, the remaining provisions of the Agreement continue in full force and effect so that the rest of the contract remains operative. | active | contextual | yes | |
| 972978ba71d94958… | All provisions of the Agreement that expressly survive, or by their nature should extend beyond expiration or termination, remain in full force and effect after the Agreement ends and apply to each party’s Affiliates, successors, and permitted assigns. | active | contextual | yes | |
| 7ff35a9bb092170c… | A single or partial exercise of any right, remedy, power, or privilege under the Agreement does not preclude further exercise of that right or the exercise of any other right, remedy, power, or privilege. | active | contextual | yes | |
| f09f7698fa9a7f62… | A party’s failure to exercise or delay in exercising any right, remedy, power, or privilege under the Agreement does not operate as a waiver of that right, remedy, power, or privilege. | active | contextual | yes | |
| ff6b9d54eb74a90b… | A waiver of any provision of the Agreement is effective only if it is explicitly set forth in writing and signed by the waiving party so that informal or implied waivers do not take effect. | active | contextual | yes | |
| b18c3f9ad8e18d23… | Each party irrevocably waives any right to a trial by jury in any proceeding relating to the Agreement so that disputes proceed without jury trial rights. | active | contextual | yes | |
| ce31963124354306… | The arbitration must be conducted in Dover, Delaware, before a single arbitrator experienced in complex technology transactions so that disputes are heard in the designated venue by a qualified decision-maker. | active | contextual | yes | |
| a9656b53296fb483… | Any Dispute must be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect so that dispute resolution follows the agreed arbitral forum and rules. | active | contextual | yes | |
| a502398a2fb29c81… | Each party must promptly notify the other party if it learns of any violation of the anti-bribery and anti-corruption representation so that potential misconduct is disclosed without delay. | active | contextual | yes | |
| f821a7cf4b3eff46… | As of the Effective Date and the date of each Order, each party represents that it has neither received nor been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other party’s personnel or Affiliates in connection with the Agreement. | active | contextual | yes | |
| 932ac28df82daa30… | Each party must comply with Applicable Law concerning bribery and corruption throughout the Agreement so that both parties meet anti-bribery and anti-corruption legal obligations. | active | contextual | yes | |
| 7d0348c6ed710517… | Zeroth may terminate the Agreement and any Order and stop providing Services when the Customer appears on an official sanctions list or when providing Services to the Customer is otherwise prohibited so that Zeroth can comply with sanctions restrictions. | active | contextual | yes | |
| 695514f76aef8688… | The Customer must not export or transmit any part of the Services or Confidential Information to any restricted entity or country without prior consent so that export-control regulations from U.S. authorities and the Enhanced Proliferation Control Initiative are respected. | active | contextual | yes | |
| 003aa2d5f5fc7e3f… | No act, usage, or custom other than the specified signed writing will be deemed to amend or modify the Agreement so that informal conduct or business practice cannot change the contract. | active | contextual | yes | |
| 051752ebd9f523bf… | The Agreement may be modified or amended only by a writing signed by a duly authorized representative of each party that expressly states the sections being changed so that amendments are formal and specific. | active | contextual | yes | |
| 07a6e5408e487bdb… | The Agreement constitutes the entire agreement and understanding among the parties and supersedes all prior oral or written agreements and understandings relating to its subject matter so that prior arrangements no longer govern. | active | contextual | yes | |
| 398d88a220b3c28d… | The Agreement may be signed in any number of counterparts, each treated as an original with the same effect as if all signatures were on the same instrument so that execution can occur through multiple signature copies. | active | contextual | yes | |
| 422fd3ede863eee6… | When one provision is invalid, illegal, or unenforceable, the remaining provisions of the Agreement continue in full force and effect so that the rest of the contract remains operative. | active | contextual | yes | |
| 87995068b12a725f… | If a provision is held invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, that provision must be changed and interpreted to achieve its objectives as far as Applicable Law allows so that the Agreement is preserved to the maximum extent possible. | active | contextual | yes | |
| 6f79e59b57d18826… | All provisions of the Agreement that expressly survive or by their nature should extend beyond expiration or termination remain in full force and effect after the Agreement ends and apply to each party’s Affiliates, successors, and permitted assigns. | active | contextual | yes | |
| 4afe70578c615a64… | A single or partial exercise of any right, remedy, power, or privilege does not preclude further exercise of that or any other right so that parties retain cumulative enforcement options under the Agreement. | active | contextual | yes | |
| e77d540b4b91cb80… | A party’s failure or delay in exercising any right, remedy, power, or privilege under the Agreement does not operate as a waiver of that right so that inaction alone does not forfeit contractual rights. | active | contextual | yes | |
| c1b84a4876d644fb… | A waiver of any provision of the Agreement is effective only if it is explicitly set forth in writing and signed by the waiving party so that informal or implied waivers are not valid. | active | contextual | yes | |
| f6c25d5894c63ce1… | Each party irrevocably waives any right to a trial by jury in any proceeding relating to the Agreement so that disputes are not tried before a jury. | active | contextual | yes | |
| e2b265e26d1ffab5… | Judgment on an arbitration award may be entered in any court of competent jurisdiction so that the arbitral decision can be judicially enforced. | active | contextual | yes | |